8-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 22, 2022

NextPlay Technologies, Inc.

(Exact name of Registrant as specified in its charter) 

Nevada	001-38402	26-3509845
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida	33323
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (954) 888-9779

Former name or former address, if changed since last report: N/A

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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	NXTP	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 22, 2022, NextPlay Technologies, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, 40,996,841 of the Company’s 114,060,020 issued and outstanding shares of common stock entitled to vote, or approximately 36.0% as of the record date, February 24, 2022, were present or represented by proxy.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 11, 2022, which information is incorporated by reference herein. The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders elected ten directors, each to hold office until the Company’s next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:

Nominees	Votes For		Votes Withheld		Broker Non-Votes
Nithinan Boonyawattanapisut		36,668,268		3,372,349		956,224
William Kerby		33,814,338		6,226,279		956,224
Donald P. Monaco		33,960,154		6,080,463		956,224
Athid Nanthawaroon		38,972,295		1,068,322		956,224
Carmen L. Diges		33,998,080		6,042,537		956,224
Komson Kaewkham		39,622,676		417,941		956,224
Yoshihiro Obata		37,668,054		2,372,563		956,224
Farooq Moosa		39,674,566		366,051		956,224
Edward Terrence Gardner		37,687,597		2,353,020		956,224
Todd Bonner		36,506,486		3,534,131		956,224

Proposal No. 2: The Company’s stockholders ratified the appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2022, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	40,733,758		119,897		143,186		0

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Proposal No. 3: The Company’s stockholders did not approve an amendment to the exercise price provisions of those warrants (the “Warrants”) issued in connection with a registered direct offering of the Company’s securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on November 1, 2021, and specifically to remove the $1.97 floor price (the “Floor Price”) of the Warrants such that the exercise price of the Warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants (the “Warrant Amendment”), as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	11,107,131		28,884,876		48,610		956,224

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Commission on November 3, 2021, the Company has agreed to hold a meeting of its stockholders every three months for so long as the Warrants remain outstanding to obtain stockholder approval of the Warrant Amendment.

Proposal No. 4: The Company’s stockholders voted to authorize the Company’s board of directors (the “Board”) to adjourn the Annual Meeting, in the Board’s discretion, to permit the Company’s Board to solicit additional proxies in favor of the proposals voted on at the Annual Meeting, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	35,234,936		4,740,053		65,628		956,224

The Board elected not to adjourn the Annual Meeting to a later date to solicit additional proxies in favor of the proposals voted on at the Annual Meeting.

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SIGNATURES

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. 

	NEXTPLAY TECHNOLOGIES, INC.
Date: April 26, 2022	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Co-Chief Executive Officer

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XML

Cover	Apr. 22, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 22, 2022
Entity File Number	001-38402
Entity Registrant Name	NextPlay Technologies, Inc.
Entity Central Index Key	0001372183
Entity Tax Identification Number	26-3509845
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1560 Sawgrass Corporate Parkway
Entity Address, Address Line Two	Suite 130
Entity Address, City or Town	Sunrise
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33323
City Area Code	(954)
Local Phone Number	888-9779
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock,
Trading Symbol	NXTP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false