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EX-99.2 - PRESS RELEASE OF MONAKER GROUP, INC. DATED MAY 18, 2021 - NextPlay Technologies Inc. | mkgi_ex992.htm |
EX-10.1 - FORM OF LOCK-UP AGREEMENT - NextPlay Technologies Inc. | mkgi_ex10-1.htm |
EX-5.1 - OPINION ON LEGALITY - NextPlay Technologies Inc. | mkgi_ex5.htm |
EX-1.1 - UNDERWRITING AGREEMENT - NextPlay Technologies Inc. | mkgi_ex1-1.htm |
8-K - CURRENT REPORT - NextPlay Technologies Inc. | mkgi_8k.htm |
Exhibit 99.1
Monaker Group Announces Pricing of $8.1 Million
Underwritten Public Offering of Common Stock
Sunrise, FL, May 13, 2021 -- Monaker Group, Inc. (NASDAQ:
MKGI) (the “Company”), a technology solutions company focused on
building a digital business ecosystem that caters to and ties
together digital advertisers, consumers, video gamers and
travelers, today announced the pricing of an underwritten public
offering of 3,230,000 shares of its common stock at a public
offering price of $2.50 per share, for gross proceeds to the
Company of approximately $8.1 million, before deducting the
underwriting discount and other offering expenses payable by the
Company.
Kingswood Capital Markets, division of Benchmark Investments, Inc.
is acting as the sole book-running manager for the
offering.
The offering is expected to close on or about May 18, 2021, subject
to customary closing conditions. In connection with the offering,
the Company has granted the underwriters a 45-day option to
purchase up to an additional 484,500 shares of its common stock on
the same terms and conditions.
The Company intends to use the net proceeds from this offering to
repay a portion of the amount owed under promissory notes held by
Streeterville Capital, LLC, provide capital to International
Financial Enterprise Bank, Inc. ("IFEB Bank"), in advance of the
closing of the acquisition of control of IFEB Bank, for general
corporate purposes and working capital or for other purposes that
the board of directors, in their good faith, deems to be in the
best interest of the Company.
The shares of common stock described above are being offered by
Monaker Group, Inc. pursuant to a "shelf" registration statement on
Form S-3 (File No. 333-224309) that became effective with the
Securities and Exchange Commission (SEC) on July 2, 2018, the base
prospectus contained therein and the accompanying prospectus
supplement. A preliminary prospectus supplement and the
accompanying prospectus relating to and describing the terms of the
offering has been filed with the SEC. Before you invest, you should
read the prospectus in the registration statement, the preliminary
prospectus supplement, and other documents the Company has filed
with the SEC for more complete information about the Company and
this offering. Copies of the preliminary prospectus supplement and
the accompanying prospectus relating to this offering may be
obtained on the SEC's website at http://www.sec.gov or
by contacting Kingswood Capital Markets, Attention: Syndicate
Department, 17 Battery Place, Suite 625, New York, NY 10004, by
email at syndicate@kingswoodcm.com, or by telephone at (212)
404-7002.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Monaker Group, Inc.
Monaker Group, Inc., is an innovative technology-driven company
building a next-generation company through acquisition and organic
growth, leveraging the strengths and channels of our existing
technologies with those that we acquire, creating synergy and
opportunity in the leisure space. Monaker Group is a party to a
definitive agreement (subject to closing conditions) to acquire
HotPlay Enterprise Limited, an innovative in-game advertising and
AdTech company. Following the completion of the proposed HotPlay
acquisition, Monaker Group plans to transform into NextPlay
Technologies, an innovative global technology company focused on
consumer engaging products in the video gaming and travel verticals
with innovative Ad Tech, Artificial Intelligence and Blockchain
solutions. For more information about Monaker Group, visit
monakergroup.com and follow us on Twitter and Linkedin
@MonakerGroup.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of, and within the safe harbor
provided by the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements give our current
expectations, opinions, belief or forecasts of future events and
performance. A statement identified by the use of forward-looking
words including “will,” “may,”
“expects,” “projects,”
“anticipates,” “plans,”
“believes,” “estimate,”
“should,” and certain of the other foregoing statements
may be deemed forward-looking statements. Although Monaker believes
that the expectations reflected in such forward-looking statements
are reasonable, these statements involve risks and uncertainties
that may cause actual future activities and results to be
materially different from those suggested or described in this news
release. Factors that may cause such a difference include risks and
uncertainties related to the offering and use of proceeds; the fact
that the COVID-19 pandemic has had, and is expected to continue to
have, a significant material adverse impact on the travel industry
and our business, operating results and liquidity; amounts owed to
us by third parties which may not be paid timely, if at all;
certain amounts we owe under outstanding indebtedness which are
secured by substantially all of our assets; the closing of our
planned acquisition of control of International Financial
Enterprise Bank, Inc., a Puerto Rico corporation licensed as an Act
273-2012 international financial entity headquartered in San Juan
Puerto Rico, and the ultimate terms thereof, as well as our ability
to obtain the return of funds paid in connection therewith, in the
event such transaction, for any reason, cannot be completed; the
fact that we have significant indebtedness, which could adversely
affect our business and financial condition; our revenues and
results of operations being subject to the ability of our
distributors and partners to integrate our alternative lodging
rental (ALR) properties with their websites, and the timing of such
integrations; uncertainty and illiquidity in credit and capital
markets which may impair our ability to obtain credit and financing
on acceptable terms and may adversely affect the financial strength
of our business partners; the officers and directors of the Company
have the ability to exercise significant influence over the
Company; stockholders may be diluted significantly through our
efforts to obtain financing, satisfy obligations and complete
acquisitions through the issuance of additional shares of our
common or preferred stock; if we are unable to adapt to changes in
technology, our business could be harmed; our business depends
substantially on property owners and managers renewing their
listings; if we do not adequately protect our intellectual
property, our ability to compete could be impaired; our long-term
success depends, in part, on our ability to expand our property
owner, manager and traveler bases outside of the United States and,
as a result, our business is susceptible to risks associated with
international operations; unfavorable changes in, or
interpretations of, government regulations or taxation of the
evolving ALR, Internet and e-commerce industries which could harm
our operating results; risks associated with the operations of, the
business of, and the regulation of, Longroot Holding (Thailand)
Company Limited, which we indirectly control; the market in which
we participate being highly competitive, and because of that we may
be unable to compete successfully with our current or future
competitors; our potential inability to adapt to changes in
technology, which could harm our business; the volatility of our
stock price; risks associated with our pending share exchange
agreement with HotPlay Enterprise Limited, including our ability to
close such transaction and dilution caused by such closing, as well
as dilution caused by the conversion of our outstanding Series B
Preferred Stock and Series C Preferred Stock into common stock; the
fact that we may be subject to liability for the activities of our
property owners and managers, which could harm our reputation and
increase our operating costs; and that we have incurred significant
losses to date and require additional capital which may not be
available on commercially acceptable terms, if at all. More
information about the risks and uncertainties faced by Monaker are
detailed from time to time in Monaker’s periodic reports
filed with the SEC, including its most recent Annual Report on Form
10-K and Quarterly Reports on Form 10-Q, under the headings
“Risk Factors”. These reports are available
at www.sec.gov.
Other unknown or unpredictable factors also could have material
adverse effects on the Company’s future results and/or could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements.
Investors are cautioned that any forward-looking statements are not
guarantees of future performance and actual results or developments
may differ materially from those projected. The forward-looking
statements in this press release are made only as of the date
hereof. The Company takes no obligation to update or correct its
own forward-looking statements, except as required by law, or those
prepared by third parties that are not paid for by the Company. If
we update one or more forward-looking statements, no inference
should be drawn that we will make additional updates with respect
to those or other forward-looking statements.
Company Contacts:
Monaker Group
Richard Marshall
Director of Corporate Development
Tel: (954)
888-9779
Email: rmarshall@monakergroup.com