Monaker Group Announces Proposed Public Offering of Common Stock
Sunrise, Florida - (NewMediaWire) - May 13, 2021 - Monaker
Group, Inc. (NASDAQ: MKGI), 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 that it has commenced an underwritten public
offering of its common stock. All of the shares in the offering are being
offered by Monaker. In addition, Monaker expects to grant the underwriters a
45-day option to purchase up to an additional 15% of shares of its common stock
on the same terms and conditions. The offering is subject to market and other
conditions, and there can be no assurance as to whether or when the offering
may be completed, or as to the actual size or terms of the offering.
Kingswood Capital Markets,
division of Benchmark Investments, Inc. is acting as the sole book-running
manager for the offering.
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. 333-252580) that
became effective with the Securities and Exchange Commission (SEC) on February
10, 2021, 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, including shareholder approval for
the transaction) 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; 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; 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