Item 1.01. Entry into a Material Definitive Agreement.

As disclosed in the Current Report on Form 8-K filed by Monaker Group, Inc. (the "Company", "Monaker", "we" and "us"), with the Securities and Exchange Commission (SEC) on July 23, 2020, on July 23, 2020, the Company entered into a Share Exchange Agreement (as amended by the first amendment thereto dated October 28, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on October 29, 2020 and the second amendment thereto dated November 12, 2020, as disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, the "HotPlay Exchange Agreement" and the transactions contemplated therein, the "HotPlay Share Exchange") with HotPlay Enterprise Limited ("HotPlay") and the stockholders of HotPlay (the "HotPlay Stockholders"). The transactions contemplated by the HotPlay Exchange Agreement are subject to certain closing conditions, including, but not limited to, the approval of such transactions, and the issuance of the shares of common stock in connection therewith, by the shareholders of the Company.

Additionally, as disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, on November 12, 2020, the Company entered into an Amended and Restated Share Exchange Agreement (the "Axion Exchange Agreement") with certain stockholders holding shares of Axion Ventures, Inc. ("Axion" and the "Axion Stockholders") and certain debt holders holding debt of Axion (the "Axion Creditors")(the "Axion Share Exchange", and collectively with the HotPlay Exchange Agreement, the "Exchange Agreements" and the transactions contemplated therein, the "Share Exchanges"). The transactions contemplated by the Axion Exchange Agreement closed on November 16, 2020.

On January 6, 2021, the Company, HotPlay and the HotPlay Stockholders entered into a Third Amendment to Share Exchange Agreement (the "Third HotPlay Amendment"), which amended the HotPlay Exchange Agreement to:



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Fix the number of shares of the Company's common stock issuable to the HotPlay Stockholders at the closing of the HotPlay Share Exchange at 52,000,000 shares of common stock (previously such number was variable, based on 67.87% of the Company's post-closing capitalization (when taking into account shares of Company common stock issuable upon conversion of the Company's outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock));



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Extend the date by which the HotPlay Exchange Agreement is required to be completed until February 28, 2021 (from December 31, 2020);



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Allow the Company the ability to issue (a) shares of common stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company and (b) securities issued upon the exercise or exchange of or conversion of any securities outstanding on the date of the agreement, without the prior consent of HotPlay or the HotPlay Stockholders and further allow for additional securities of the Company to be issued prior to closing with the approval of HotPlay or Red Anchor Trading Corporation, the largest HotPlay Stockholder ("Red Anchor");



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Provide for HotPlay and the HotPlay Stockholders to approve all transactions of the Company which were disclosed in the Company's SEC filings from the date of the original HotPlay Share Exchange Agreement, through the date of the Third HotPlay Amendment;











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Provide for there to be eight members of the board of directors at closing of the HotPlay Share Exchange (provided that the parties have since agreed informally to increase such number of directors to nine), with four appointed by HotPlay, two appointed by the Company, and two (now three pursuant to the informal agreement of the parties) appointed mutually by the Company and HotPlay; and



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Allow for the Company to enter into agreements and take actions outside of the . . .

Item 3.02. Unregistered Sales of Equity Securities.

The A&R Series B Designation, as discussed in Item 5.03, below, changed the conversion rate of the outstanding Series B Convertible Preferred Stock of the Company, to fix such conversion rate at 0.74177 of a share of common stock, for each share of Series B Convertible Preferred Stock converted (subject to adjustment in connection with stock splits and stock dividends), which based on the 10,000,000 outstanding shares of Series B Convertible Preferred Stock would total 7,417,700 shares of common stock upon full conversion thereof.

We claim an exemption from registration for the transaction described above pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since: the transaction did not involve a public offering, the holders of the Series B Convertible Preferred Stock were (a) "accredited investors"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The maximum number of shares of common stock issuable upon conversion of the 10,000,000 outstanding shares of Series B Convertible Preferred Stock, after the filing of the A&R Series B Designation, is 7,417,700 shares of common stock. The conversion of the Series B Convertible Preferred Stock is subject to among other things, the approval of the issuance of such shares by the shareholders of the Company pursuant to applicable Nasdaq Capital Market rules.

The issuance of the shares of common stock upon the conversion of the Series B Convertible Preferred Stock will create substantial dilution to existing shareholders.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective on January 5, 2021, the stockholders holding all of the outstanding shares of Series B Convertible Preferred Stock of the Company, via a written consent to action without meeting, approved an amendment and restatement of the designation of the Series B Convertible Preferred Stock, which was previously approved by the Board of Directors, and which amended and restated designation was filed with the Secretary of State of Nevada on January 7, 2021, and became effective on the same date.

The amended and restated designation of the Series B Convertible Preferred Stock (the "A&R Series B Designation") amended the conversion rate of each share of Series B Convertible Preferred Stock to 0.74177 of a share of common stock for each share of Series B Convertible Preferred Stock converted (subject to adjustment in connection with stock splits and stock dividends). This fixed the number of shares of common stock issuable upon conversion of the 10,000,000 outstanding shares of Series B Convertible Preferred Stock at 7,417,700 shares of the Company's common stock-previously the Series B Convertible Preferred Stock converted into a fluctuating percentage of shares of the Company's common stock based on the number of outstanding shares of the Company's common stock at the time of the closing of the HotPlay Share Exchange, which would have increased as the number of outstanding shares of the Company increased. The Series B Convertible Preferred Stock will automatically convert into common stock of the Company based on the conversion rate, at such time as the conditions to conversion of such preferred stock are met, which require, among other things, the approval by the shareholders of the Company of the issuance of shares of common stock upon conversion thereof, which has not been received to date.





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Except as amended as described above, the description of the Company's Series B Convertible Preferred Stock remains substantially the same as set forth under "Item 5.03-Series B Convertible Preferred Stock", in the Company's Current Report on Form 8-K filed with the SEC on November 18, 2020, on November 12, 2020, which description is incorporated by reference herein.

The foregoing description of the A&R Series B Designation does not purport to be complete and is qualified in its entirety by reference to the A&R Series B Designation, a copy of which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As described above in Item 5.03, which information is incorporated by reference in this Item 5.07, effective on January 5, 2021, via a written consent to action without meeting, all of the shareholders of the Company's outstanding Series B Convertible Preferred Stock approved the filing of the A&R Series B Designation.




Item 8.01. Other Events.

The Company recently became aware of an error in the Company's Current Report on Form 8-K which was filed with the Securities and Exchange Commission on December 31, 2020 (the "Prior Report"), to report the closing of the Company's firm commitment underwritten public offering. Specifically, the first paragraph under Item 1.01 of such Prior Report incorrectly stated that the underwriters in the offering had exercised in full, the over-allotment option to purchase up to an additional 462,000 shares of common stock to cover over-allotments. No portion of the over-allotment option has been exercised to date and the reference to such over-allotment option being exercised was made in error. The underwriter's over-allotment option remains in place until 45-days following the closing of the offering (December 31, 2020). Other than as described above, the remainder of disclosures in the Prior Report, including, but not limited to, the disclosure of the net proceeds from the offering, were correct.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.

Exhibit
Number      Description of Exhibit
2.1#          Share Exchange Agreement by and among Monaker Group, Inc., HotPlay
            Enterprise Limited and the Stockholders of HotPlay Enterprise Limited,
            dated as of July 21, 2020 (filed as Exhibit 2.1 to the Current Report
            on Form 8-K filed by Monaker Group, Inc. with the Securities and
            Exchange Commission on July 23, 2020, and incorporated by reference
            herein)(File No. 001-38402)
2.2           First Amendment to Share Exchange Agreement by and among Monaker
            Group, Inc., HotPlay Enterprise Limited and the Stockholders of
            HotPlay Enterprise Limited, entered into October 28, 2020, and dated
            as of October 23, 2020 (filed as Exhibit 2.2 to the Current Report on
            Form 8-K filed by Monaker Group, Inc. with the Securities and Exchange
            Commission on October 29, 2020, and incorporated by reference
            herein)(File No. 001-38402)
2.3           Second Amendment to Share Exchange Agreement by and among Monaker
            Group, Inc., HotPlay Enterprise Limited and the Stockholders of
            HotPlay Enterprise Limited, dated November 12, 2020 (filed as Exhibit
            2.3 to the Current Report on Form 8-K filed by Monaker Group, Inc.
            with the Securities and Exchange Commission on November 18, 2020, and
            incorporated by reference herein)(File No. 001-38402)
2.4*          Third Amendment to Share Exchange Agreement by and among Monaker
            Group, Inc., HotPlay Enterprise Limited and the Stockholders of
            HotPlay Enterprise Limited, dated January 6, 2021
2.6#          Amended and Restated Share Exchange Agreement by and among Monaker
            Group, Inc. and the Stockholders Holding Shares or Debt of Axion
            Ventures, Inc., dated as of November 12, 2020 (filed as Exhibit 2.6 to
            the Current Report on Form 8-K filed by Monaker Group, Inc. with the
            Securities and Exchange Commission on November 18, 2020, and
            incorporated by reference herein)(File No. 001-38402)
2.7*          First Amendment to Amended and Restated Share Exchange Agreement by
            and among Monaker Group, Inc. and the Stockholders Holding Shares or
            Debt of Axion Ventures, Inc., dated as of January 6, 2021
3.1*          Amended and Restated Certificate of Designation of Monaker Group,
            Inc. Establishing the Designation, Preferences, Limitations and
            Relative Rights of Its Series B Convertible Preferred Stock as filed
            with the Secretary of State of Nevada on January 7, 2021


* Filed herewith.



Forward-Looking Statements

Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "would," "will," "estimates," "intends," "projects," "goals," "targets" and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.

Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to close the HotPlay Exchange Agreement and the transactions contemplated therein, on a timely basis, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or all of HotPlay, the HotPlay Stockholders, or the Company (collectively, the "Share Exchange Parties") to terminate the HotPlay Exchange Agreement; the effect of such terminations; the outcome of any legal proceedings that have been, and may be, instituted against Share Exchange Parties or their respective directors; the ability of the HotPlay Stockholders to timely obtain required audits and related financial statements of HotPlay and where applicable, its subsidiary; the ability to obtain regulatory and other approvals and meet other closing conditions to the HotPlay Exchange Agreement on a timely basis or at all, including the risk that regulatory and other approvals required for the HotPlay Exchange Agreement are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by the Company's stockholders on the expected schedule of the transactions contemplated by the HotPlay Exchange Agreement; delays in obtaining required financial statements for HotPlay and prior acquisitions of the Company, to the extent required; difficulties and delays in integrating HotPlay's and the Company's businesses; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; risks associated with COVID-19 and the global response thereto; risks that the transactions disrupt the Company's or HotPlay's current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the HotPlay Share Exchange when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the HotPlay Share Exchange; the ability of HotPlay and the Company to retain and hire key personnel; the diversion of management's attention from ongoing business operations; uncertainty as to the long-term value of the common stock of the combined company following the HotPlay Share Exchange; the significant dilution which will be created to ownership interests of the Company in connection with the closing of the HotPlay Share Exchange; the continued availability of capital and financing following the HotPlay Share Exchange; the ability of the Company to obtain sufficient funding to support its operations through the closing date of the HotPlay Share Exchange; the business, economic and political conditions in the markets in which Share Exchange Parties operate; and the fact that the Company's reported earnings and financial position may be adversely affected by tax and other factors.

Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company's publicly filed reports, including, but not limited to, the Company's Annual Report on Form 10-K for the year ended February 29, 2020, and its Quarterly Report on Form 10-Q for the quarter ended August 31, 2020, and subsequently filed quarterly reports.

The Company cautions that the foregoing list of important factors is not complete, and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of any Share Exchange Parties are expressly qualified in their entirety by the cautionary statements referenced above.

Additional Information and Where to Find It

In connection with the proposed HotPlay Share Exchange, the Company will file with the Securities and Exchange Commission (SEC) a proxy statement to seek stockholder approval for the HotPlay Share Exchange and the issuance of shares of common stock pursuant thereto and in connection therewith, which, when finalized, will be sent to the stockholders of the Company seeking their approval of the respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED HOTPLAY SHARE EXCHANGE, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, HOTPLAY, AND THE PROPOSED HOTPLAY SHARE EXCHANGE, AND RISKS ASSOCIATED THEREWITH.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from the Company at its website, www.monakergroup.com. Certain documents filed with the SEC by the Company will also be available free of charge by accessing the Company's website at www.monakergroup.com under the heading "Stock Info" or, and all documents filed by the Company with the SEC are available by directing a request by mail, email or telephone to Monaker Group, Inc. at 2893 Executive Park Drive, Suite 201, Weston, Florida 33331; info@monakergroup.com; or (954) 888-9779, respectively.

Participants in the Solicitation

The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective stockholders of the Company in respect of the proposed HotPlay Exchange Agreement under the rules of the SEC. Information about the Company's directors and executive officers is available in the Company's Annual Report on Form 10-K/A (Amendment No. 1) for the year ended February 29, 2020, as filed . . .

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