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EX-99.1 - PRESS RELEASE OF MONAKER GROUP, INC. DATED MAY 13, 2021 - NextPlay Technologies Inc. | mkgi_ex991.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 99.2
Monaker Group Announces Closing of $9.3 Million Underwritten Public
Offering of Common Stock Including Full Exercise of the
Underwriters’ Over-Allotment Option
Sunrise,
FL, May 18, 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 closing of an underwritten public
offering of 3,714,500 shares of its common stock at a public
offering price of $2.50 per share, which included the full exercise
of the underwriters’ over-allotment option, for gross
proceeds to the Company of approximately $9.3 million, before
deducting the underwriting discount and other offering expenses
payable by the Company. The offering closed on May 18,
2021.
Kingswood
Capital Markets, division of Benchmark Investments, Inc. acted as
the sole book-running manager for the offering.
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 were 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
final prospectus supplement and the accompanying prospectus
relating to and describing the terms of the offering has been filed
with the SEC. Copies of the final 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
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