8-K/A 1 v371266_8ka.htm 8-K/A




Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 24, 2014


Realbiz Media Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware 0-53359  


(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)



2690 Weston Road, Suite 200

Weston, FL 33331

  (Address of Principal Executive Offices)  


(954) 888-9779

Registrant’s telephone number, including area code


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



This 8-K/A is being filed to correct a typographical error made on the Signature Page of the Form 8-K filed on February 27, 2014.





Item 1.01 Entry into a Material Definitive Agreement


On February 24, 2014, Next 1 Interactive, Inc. (“Next 1”) entered into a Note Amendment with Mark A. Wilton which was countersigned by Realbiz Media Group, Inc. (the “Company”), which, among other things: (i) extended the maturity date to December 1, 2014 on those certain promissory notes dated April 15, 2011, April 15, 2001, April 15, 2011, October 14, 2011, January 3, 2012, January 12, 2012, May 15, 2012 and October 4, 2012, in the respective amounts of $4,388,526, $211,000, $1,500,000, $83,000, $100,000, $100,000, $75,000 and $505,000 (collectively, the “Notes”); (ii) permits Next 1 to further extend the maturity date of the Notes until December 1, 2015 if all quarterly interest payments are paid in full; (iii) sets the conversion price at a fixed $0.50 per share; and (iv) permits Next 1 to force a conversion of the Notes into its common stock under certain circumstances. In addition, the Note Amendment provides that Next 1 and the Company will issue to Mr. Wilton, a warrant exercisable for 12,000,000 shares of common stock of the Company. The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Amendment which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 3.02 Sale Of Unregistered Securities


On February 24, 2014, Realbiz Media, Inc. (“Realbiz”) issued to Mr. Wilton a warrant exercisable for 12,000,000 shares of its common stock at an exercise price of $0.50 per share. The offer and issuance of the warrant was not registered under the Securities Act of 1933 at the time of issuance, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For these issuances, the Company intends to rely on the exemption from federal registration under Section 4(a)(2) of the Securities Act, based on the Company’s belief that the offer and sale of the warrant has not and will not involve a public offering as Mr. Wilton is an “accredited investor” as defined under Section 501 promulgated under the Securities Act and no general solicitation has been involved in the offering.


Item 9.01 Financial Statements and Exhibits


(d)           Exhibits


The following exhibits are being filed as part of this Report.






4.1 Note Amendment between Next 1 and Mark A. Wilton, as countersigned by Realbiz Media Group, Inc. dated February 24, 2014*
4.2 Warrant issued by Realbiz Media Group, Inc. to Mark A. Wilton*

*Previously included on RealBiz Media Group, Inc. Form 8-K filed on February 27, 2014.








Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 11, 2014 By: /s/William Kerby                                         
    William Kerby
    Chief Executive Officer