MONAKER GROUP, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Sale of Verus Series A Preferred Stock

On January 22, 2020, the Company entered into Stock Purchase Agreements with William Kerby, the Chief Executive Officer and director of the Company ("Kerby"), (the "Purchaser" and the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, the Company agreed to sell the Purchaser 1,562,500 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. ("Verus"), which the Company then held (out of the 31,970,101 shares of Series A Convertible Preferred Stock of Verus which the Company then held) for an aggregate of $25,000, or $0.016 per share. The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus' common stock on the OTCQB Market, as publicly reported. The sale contemplated by the Stock Purchase Agreement closed on January 22, 2020.

The above summary of the Stock Purchase Agreement is qualified in its entirety by reference to the actual terms and conditions of the Stock Purchase Agreement, which is filed as Exhibit 10.1 and incorporated into this Item 1.01 by reference in its entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




(b) and (c)

On January 17, 2020, Mr. Omar Jimenez, the Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary of Monaker Group, Inc. (the "Company"), provided notice of his resignation as an officer of the Company, effective on January 31, 2020. His resignation was not the result of a disagreement with the Company.

On January 23, 2020, and to be effective on February 1, 2020, the Company appointed (a) Mr. Sirapop 'Kent' Taepakdee, the Controller of the Company, who has been serving as the principal financial officer and principal accounting officer of the Company since October 9, 2019, as the Vice President of Finance, acting Chief Financial Officer, Treasurer, and Secretary of the Company (executive officer positions); and (b) Mr. Tim Sikora (who had previously been serving as the Chief Information Officer (as a non-executive officer) of the Company as the Chief Operating Officer and the Chief Information Officer (executive officer positions) of the Company.

Mr. Taepakdee and Mr. Sikora are not a party to any material plan, contract or arrangement (whether or not written) with the Company.

Mr. Taepakdee and Mr. Sikora are not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

There are no family relationships between any director or executive officer of the Company, including, but not limited to Mr. Taepakdee and Mr. Sikora.

Mr. Taepakdee's biographical information was disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 11, 2019, which is incorporated by reference herein.

Mr. Sikora's biographical information is disclosed below:

Mr. Tim Sikora, age 46

Mr. Sikora joined the Company as Chief Information Officer (non-executive) in October 2019, where he is responsible for managing all of the Company's information technology (IT), including the ongoing integrations of travel distributors with the Company's Monaker Booking Engine (MBE), a customizable, instant-booking platform and managing the Company's technical teams. Mr. Sikora served as director of North America Sales at The Boeing Company, the world's largest aerospace company, prior to joining the Company, from May 2013 to October 2019. Prior to working with Boeing, he managed and led the expansion of two IT services companies: Peak 10, a leading data center and cloud services company, where he served as Director Information Technology Service Delivery from July 2012 to May 2013, and CIBER, Inc., a global information technology infrastructure services provider, where he served as Information Technology Infrastructure Service Delivery Manager from November 2010 to July 2012. Prior to that, from November 2007 to November 2010, Mr. Sikora served as director of Information Technology End User Services at US Airways, Inc. While there, Mr. Sikora led the airline's integration of IT end-user platforms following its merger with America West and was responsible for governing IT resource planning, budgeting, and operational management for end-user services. Prior to joining US Airways, Mr. Sikora served as VP of Airline Operations and Chief Information Officer at Caribbean Sun Airlines Holdings (September 2005 to November 2007), where he directed all IT and airline resource planning, budgeting and operational initiatives. Prior to that, Mr. Sikora served as manager of Information technology at DHL Airways, a $500 million cargo airline where he directed the Information Technology group, a provider of contract aircraft services to DHL Worldwide Express. Mr. Sikora has also held several other software development positions, including at Midwest Express Airlines. Mr. Sikora received a Bachelor's of Science in Business Administration (Magna Cum Laude) and a Master's of Science in Leadership, from Embry-Riddle Aeronautical University.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits




Exhibit
Number     Description
  10.1     Stock Purchase Agreement between Monaker Group, Inc. and William Kerby,
           dated January 22, 2020,
           relating to the sale of Verus International, Inc. Series A Convertible
           Preferred Stock

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