We are offering an aggregate
of 18,987,342 shares of our common stock, par value $0.00001 per share (“Common Stock”), and warrants to purchase 14,240,508
shares of our Common Stock (the “Warrants”) to certain institutional investors pursuant to this prospectus supplement and
the accompanying prospectus. Each share of Common Stock is being sold together with three quarters of a Warrant for the combined purchase
price of $1.58. Each whole Warrant is exercisable for one share of Common Stock at an initial exercise price of $1.97 per share, commencing
six months after the issuance date (the “Initial Exercise Date”) and terminating on the fifth anniversary of the Initial Exercise
Date. The shares of Common Stock and the accompanying Warrants are immediately separable and will be issued separately, but will be purchased
together in this offering. The shares of Common Stock issuable upon exercise of the Warrants are also being registered pursuant to this
prospectus supplement and the accompanying prospectus.
Our Common Stock is listed
on the Nasdaq Capital Market under the symbol “NXTP.” There is no established trading market for the Warrants, and we do not
expect a market to develop. We do not intend to apply for a listing for of the Warrants on any securities exchange or other nationally
recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited.
On October 29, 2021, the last
reported sale price of our common stock as reported on the Nasdaq Capital Market was $1.97 per share.
We have retained EF Hutton,
division of Benchmark Investments, LLC (whom we refer to herein as “placement agent”), to act as our exclusive placement
agent in connection with the securities offered by this prospectus supplement. The placement agent is not purchasing or
selling any of these securities nor is it required to sell any specific number or dollar amount of securities, but has agreed to use its
reasonable best efforts to sell the securities offered by this prospectus supplement. We have agreed to pay the placement agent the placement
agent fees set forth in the table below.
We expect that delivery of
the securities being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or about November
3, 2021, subject to the satisfaction of certain customary closing conditions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included
in this prospectus supplement, the accompanying prospectus, the documents or information incorporated by reference herein, other reports
filed by us under the Exchange Act contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section
21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based
on our management’s belief and assumptions and on information currently available to our management. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial
performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements.
In some cases, you can identify
forward-looking statements by terminology such as “may,” “could,” “should,” “would,” “expects,”
“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “will,” “continue” or other similar words (including their use in the negative) or other
comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because
they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially
affect results. Certain factors that may cause actual results to differ materially from current expectations include, among other things,
those listed under, and incorporated by reference in, “Risk Factors” and elsewhere in this prospectus supplement, the accompanying
prospectus and documents incorporated by reference herein.
If one or more of these risks
or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those
implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should
read this prospectus supplement, the accompanying prospectus, those documents incorporated by reference herein, and those documents which
we have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding
that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.
Forward-looking statements
speak only as of the date of this prospectus supplement or the date of any document incorporated by reference in this prospectus supplement.
We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking
statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You
should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this
prospectus.
You should also consider carefully
the statements under and incorporated by reference in “Risk Factors” and other sections of this prospectus supplement, and
the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those set
forth in the forward-looking statements. We caution investors not to place significant reliance on the forward-looking statements contained
in this prospectus supplement, the accompanying prospectus, and the documents we incorporate by reference. We undertake no obligation
to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise,
except as otherwise required by law.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights
certain information about us, this offering and information appearing elsewhere in, or incorporated by reference in, this prospectus supplement.
This summary is not complete and does not contain all of the information that you should consider before investing in our securities.
To fully understand this offering and its consequences to you, you should read this entire prospectus supplement and documents incorporated
by reference herein, and any other prospectus supplements, including the information referred to under the heading “Risk Factors”
in this prospectus supplement beginning on page S-8, the financial statements and other information incorporated by reference in this
prospectus supplement, the accompanying prospectus and documents incorporated by reference herein and therein when making an investment
decision. This is only a summary and may not contain all the information that is important to you. You should carefully read both this
prospectus supplement, the accompanying prospectus and any other offering materials, together with the additional information described
under the heading “Where You Can Find More Information.” The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this prospectus supplement.
Overview
NextPlay Technologies, Inc.
and its consolidated subsidiaries is building a technology solutions company, offering games, in-game advertising, crypto-banking, connected
TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products
and services utilize innovative advertising technology (“AdTech”), Artificial Intelligence (“AI”) and financial
technology (“FinTech”) solutions to leverage the strengths and channels of its existing and acquired technologies.
NextPlay is organized into
three divisions: (i) NextMedia, the Company’s Interactive Digital Media Division; (ii) NextFinTech, the Company’s Finance
and Technology Division; and (iii) NextTrip, the Company’s Travel Division.
NextMedia Division
HotPlay
HotPlay Enterprise
Limited (“HotPlay”), which is wholly-owned by NextPlay, is an in-game advertising (“IGA”) platform that delivers
advertisements into video games without disrupting gameplay, enabling video games to monetize without compromising on the integrity of
the game. The platform enables advertisers and merchants of all sizes to hyper-locally deliver promotional coupons to gamers, offering
them real world rewards from playing video games. Video games could also deliver relevant virtual rewards through the platform in order
to increase retention rate.
Upon receiving
the rewards, gamers are able to access them via the HotPlay redemption mobile application (“Redemption App”). The redemption
app also features a list of games integrated with HotPlay IGA, giving video games visibility among the HotPlay user base.
In order to increase
HotPlay IGA adoption among third party video game developers, HotPlay has established an in-house game development studio dedicated to
developing casual and hyper-casual games that help showcase the capabilities of our technology.
Reinhart TV/Zappware
Reinhart TV AG/Zappware
NV (“Reinhart”) is an award-winning entertainment service provider. The platform, which is currently deployed on devices across
Europe and Latin America, provides end users with an intuitive and personalized multi-screen TV experience across set-top boxes, connected
TVs, smartphones, tablets, and PCs. The platform also provides a service management system that enables operators to effectively manage
user experience and monetization of their services.
Following the
51% acquisition of Reinhart on June 23, 2021, NextPlay is integrating its HotPlay IGA platform with Reinhart, which is anticipated to
provide HotPlay access to Reinhart’s significant Pay TV customer base. Furthermore, the integration is expected to provide Reinhart
with a more comprehensive offering for operators as they transition from a business-to-business (B2B) model to a business-to-business-to-consumer
(B2B2C) model. NextPlay plans to further increase the combined platform suite of services by integrating FinTech and Travel offerings
in the future.
NextFinTech Division
Longroot
NextPlay owns
100% of Longroot, Inc. (“Longroot”), which in turn owned 75% of Longroot Limited, a Cayman Islands company (“Longroot
Cayman”). Longroot Cayman owns 49% of the outstanding ordinary shares (with 51% of the Preferred shares owned by two Thai citizen
nominee shareholders) of Longroot Holding (Thailand) Company Limited (“Longroot Thailand”), provided that Longroot Cayman
controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand. Longroot Thailand is an
Initial Coin Offering (“ICO”) Portal that provides digital asset financing and investment services that are fully regulated
and licensed by the Securities and Exchange Commission of Thailand (the “Thai SEC”). It is focused on creating Thai regulated
cryptocurrencies backed by high quality assets that are designed to be more resistant to market declines. The initial class of assets
includes video games, insurance, precious metals, and real estate.
Longroot Thailand
is a licensed ICO Portal under the Thai SEC, and is regulated under the Thai Digital Asset Law which stipulates that all offerings of
digital assets have to be conducted via a Thai SEC licensed ICO Portal.
NextBank International
NextBank International
(“NextBank”) (previously International Financial Enterprise Bank), which is wholly-owned by NextPlay, is an International
Financial Entity (“IFE”) operating under the laws of the Commonwealth of Puerto Rico. Licensed under Act 273 by the Office
of the Commissioner of Financial Institutions (“OCIF”), NextBank currently offers concierge services to high net worth
individuals and entrepreneurs, and loan products.
Following the
completed acquisition of NextBank on July 21, 2021, we plan to create a diversified FinTech solution company that offers asset banking,
asset management and mobile payment and banking services.
NextTrip Division
NextTrip
NextTrip (currently
operated through NextPlay) offers booking solutions for both business and leisure travel via NextTrip Business and NextTrip Journeys,
respectively. NextTrip Business offers corporate travel management solutions for small- and medium- sized businesses and allows companies
to manage travel expenses, travel booking, expense reports, and provides access to concierge-like travel support services, while NextTrip
Journeys provides an online travel agency portal where Personal Journey Consultants book and manage vacation packages with concierge like
services.
The platform is
powered by a proprietary property management system and booking engine that has approximately 3.4 million instantly confirmed vacation
rental units.
Recent Developments
Streeterville Note Purchase Agreements
On November 23, 2020, we entered
into a Note Purchase Agreement (the “November Note Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”),
pursuant to which we sold Streeterville a Secured Promissory Note in the original principal amount of $5,520,000 (the “November
2020 Streeterville Note”). Streeterville paid consideration of an initial cash purchase price of $3,500,000 for the note and issued
the Company a promissory note in the amount of $1,500,000 (the “November 2020 Investor Note”). The associated debt issuance
costs of the note were $370,000, for total amount due $3,870,000. In addition to the $370,000 of debt issuance costs the Company paid
$245,000 for advisory fees, resulting in net proceeds to the Company of $3,255,000. The November 2020 Streeterville Note bears interest
at a rate of 10% per annum and matures 12 months after its issuance date. Pursuant to the terms of the November Note Purchase Agreement,
for so long as the November 2020 Streeterville Note remains outstanding, we have agreed to pay to Streeterville 20% of the gross proceeds
that we receive from the sale of our Common Stock or preferred stock, which payments will be applied towards and will reduce the outstanding
balance of the November 2020 Streeterville Note. In the event of an occurrence of, and continuance of, an event of default, under the
November 2020 Streeterville Note, the percent of gross proceeds payable to Streeterville increases from 20% to 30%. In addition, subject
to the terms and conditions set forth in the November 2020 Streeterville Note, the Company may prepay all or any portion of the outstanding
balance of the November 2020 Streeterville Note at any time, subject to a prepayment penalty equal to 10% of the amount of the outstanding
balance to be prepaid. As of October 29, the outstanding balance (including principal and accrued interest) of the November 2020 Streeterville
Note amounted to $2,814,222.
On March 22, 2021, we entered
into a Note Purchase Agreement, dated March 23, 2021 (the “March Note Purchase Agreement”), with Streeterville, pursuant to
which we sold Streeterville a Secured Promissory Note in the original principal amount of $9,370,000 (the “March 2021 Streeterville
Note”). Streeterville paid consideration of $7,000,000 in cash and issued the Company a promissory note in the amount of $1,500,000
(the “March 2021 Investor Note”), in consideration for the March 2021 Streeterville Note, which included an original issue
discount of $850,000 (“OID”) and reimbursement of Streeterville’s transaction expenses of $20,000. Pursuant to the terms
of the March Note Purchase Agreement, the OID was fully earned on May 26, 2021. The March 2021 Streeterville Note bears interest at a
rate of 10% per annum and matures 12 months after its issuance date. Pursuant to the terms of the March Note Purchase Agreement, for so
long as the March 2021 Streeterville Note remains outstanding, we have agreed to pay to Streeterville 20% of the gross proceeds that we
receive from the sale of our Common Stock or preferred stock within ten days of receiving such amount, which payments will be applied
towards and will reduce the outstanding balance of the March 2021 Streeterville Note. In the event of an occurrence of, and continuance
of, an event of default, under the March 2021 Streeterville Note, the percent of gross proceeds payable to Streeterville increases from
20% to 30%. In addition, subject to the terms and conditions set forth in the March 2021 Streeterville Note, the Company may prepay all
or any portion of the outstanding balance of the March 2021 Streeterville Note at any time, subject to a prepayment penalty equal to 10%
of the amount of the outstanding balance to be prepaid. As of October 29, the outstanding balance (including principal and accrued interest)
of the November 2021 Investor Note amounted to $10,416,587.
The November 2020 Investor
Note, in the principal amount of $1,500,000, evidences the amount payable by Streeterville to the Company as partial consideration for
the acquisition by the Company of the November 2020 Streeterville Note. The November 2020 Investor Note accrues interest at the rate of
10% per annum, payable in full on November 23, 2021, subject to a 30-day extension exercisable at the option of Streeterville and may
be prepaid at any time. The November 2020 Investor Note was subsequently funded in full in January 2021.
On
June 22, 2021, we entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $600,000 of a
June 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into
a separate promissory note) for 300,000 shares of Common Stock.
On
July 21, 2021, we entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $400,000 owed under the
November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 200,000 shares of Common
Stock.
On
September 1, 2021, we entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $270,000 of an
August 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate
promissory note) for 135,000 shares Common Stock.
On
October 22, 2021, we entered into a Note Purchase Agreement (the “October Note Purchase Agreement”) with Streeterville, pursuant
to which we sold Streeterville a Secured Promissory Note in the original principal amount of $1,665,000 (the “October 2021 Streeterville
Note”). Streeterville paid consideration of $1,500,000, which represents the original principal amount less a $150,000 OID, which
was fully earned upon issuance, and a total of $15,000 to cover Streeterville’s professional fees and transaction expenses. The
October 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date. Pursuant to
the terms of the October Note Purchase Agreement, for so long as the October 2021 Streeterville Note remains outstanding, we have agreed
to pay to Streeterville 20% of the gross proceeds that we receive from the sale of our Common Stock or preferred stock within ten days
of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the October 2021 Streeterville
Note. In the event of an occurrence of, and continuance of, an event of default, under the October 2021 Streeterville Note, the percent
of gross proceeds payable to Streeterville increases from 20% to 30%. In addition, subject to the terms and conditions set forth in the
October 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the October 2021 Streeterville
Note at any time, subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. As of October
29, the outstanding balance (including principal and accrued interest) of the October 2021 Streeterville Note amounted to $1,666,660.
Go
Game Securities Purchase Agreement
On
June 30, 2021, we entered into a Securities Purchase Agreement (the “Go Game SPA”) with David Ng. Pursuant to the Go Game
SPA, we agreed to acquire a 37% interest in the capital stock of Go Game Pte Ltd, a Singapore private limited company (“Go Game”),
a mobile game publisher and technology company, representing an aggregate of 686,868 shares of Go Game’s Class B Preferred shares
(the “Initial Go Game Shares”). The Go Game SPA also includes an option whereby we can acquire additional shares of Go Game,
as described in greater detail below. The aggregate consideration to be paid for the Initial Go Game Shares is: (i) 6,100,000 shares
of our Series D Preferred Stock (representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million), and
(ii) $5.0 million in cash, with $1.25 million paid on June 30, 2021, $1.25 million payable on or before July 31, 2021, and $2.5 million
payable on or before September 30, 2021.
Pursuant
to the Go Game SPA, we were also granted an option (the “Go Game Option”), to purchase up to an additional 259,895 shares
of Go Game’s Class B Preferred shares from Mr. Ng (the “Option Shares”) (representing 14% of Go Game’s outstanding
Class B Preferred shares, or 51% with the Initial Go Game Shares). The Go Game Option is subject to Mr. Ng’s acquisition of the
Option Shares subsequent to the date of the Go Game SPA. The Go Game Option is exercisable from time to time after the date that our
shareholders have approved the issuance of shares of common stock upon conversion of the Series D Preferred Stock and in connection with
the Go Game Option (the “Approval Date”), and prior to January 1, 2022. The per share consideration due in connection with
an exercise of the Go Game Option is equal to $70 million, divided by the then number of outstanding shares of Go Game (currently $37.71
per share) (the “Call Option Price”). The Call Option Price is to be satisfied by the issuance of shares of our common stock
valued based on the greater of (a) $2.35 per share and (b) 85% of the average of the closing prices of the Company’s common stock
for the prior thirty days (the “30-Day Average”). Mr. Ng agreed not to transfer the Option Shares from the date acquired
through the exercise or expiration of the Go Game Option. Upon issuance of any shares of common stock upon exercise of the Go Game Option,
Mr. Ng agreed to enter into a lock-up agreement restricting any sales or transfers of any shares of common stock of the Company for a
period of 18 months following the issuance date.
We
agreed pursuant to the Go Game SPA, that upon our purchase of the Initial Go Game Shares, that we would appoint Mr. Ng to the Board of
Directors of the Company, and that we would continue to nominate Mr. Ng as a board nominee for appointment on the Board of Directors
at each subsequent shareholder meeting of the Company, subject to certain exceptions, until the earlier of (i) Mr. Ng’s death;
(ii) Mr. Ng’s resignation from the Board of Directors; (iii) the date that Mr. Ng is no longer qualified to serve as a member of
the Board of Directors; (iv) the date the Board of Directors, acting in good faith, determines that the continued appointment of Mr.
Ng to the Board of Directors would violate the fiduciary duties of such members of the Board of Directors; (v) the third anniversary
of the acquisition of the Initial Go Game Shares; and (vi) the date that Mr. Ng holds less than 2 million shares of Company common stock
(including shares of preferred stock issuable upon conversion thereof).
The
closing of the acquisition of the Initial Go Game Shares is subject to certain closing conditions and requirements, which may not be
met on a timely basis, if at all. The Company and Seller have made customary representations and warranties and have agreed to customary
covenants in the Go Game SPA. There is no assurance that all of the conditions to the consummation of the Go Game SPA will be satisfied.
In
connection with the parties’ entry into the Go Game SPA, the Mr. Ng entered into a lock-up agreement with the Company, whereby
Mr. Ng agreed that the he would not transfer or sell, any of the Series D Preferred Stock shares and/or shares of common stock issuable
upon conversion thereof, until 18 months after our acquisition of the Initial Go Game Shares (the “Initial Closing”), without
the prior written consent of the Company, except that 1,525,000 of such shares may be transferred or sold six months after the Initial
Closing, and an additional 1,525,000 shares may be transferred or sold 12 months after the Initial Closing.
As
of October 29, 2021, the second payment of $1.25 million payable on or before July 31, 2021 and third payment of $2.5 million payable
on or before September 30, 2021 have been on hold subject to the completion of due diligence. We expect to resume payments upon the completion
of the due diligence. Total outstanding payments due to Mr. Ng as of October 29, 2021 were $3,750,000.
NextBank
Preferred Stock Exchange Agreement
On
September 28, 2021, we entered into a Preferred Stock Exchange Agreement (the “NextBank Exchange Agreement”) with NextBank
International, Inc. (“NextBank”), a wholly-owned subsidiary of the Company. Pursuant to the NextBank Exchange Agreement,
we agreed to exchange 5,070,000 restricted shares of our Common Stock for 10,140 shares of cumulative, non-compounding, non-voting, non-convertible,
perpetual Series A preferred stock shares of NextBank. The NextBank Preferred Shares have an aggregate face value of $10,140,000, and
accrue a 2% dividend, payable quarterly in arrears. The transactions contemplated by the NextBank Exchange Agreement closed on October
1, 2021.
The
transactions described above in this Recent Developments section are not the only material transactions that we have entered into, and
you should review our filings with the SEC in order to obtain information regarding other material transactions that we have entered
into recently. Each of the transactions described above in this Recent Developments section are disclosed in our filings with the SEC,
which are incorporated by reference in this prospectus supplement, as discussed in greater detail below under “Where You Can Find
More Information.” The foregoing description of the transactions and related agreements
does not purport to be complete, and is qualified in its entirety by reference to the filings disclosing the transactions with
the SEC, which are incorporated by reference in this prospectus supplement, and to the complete
text of such agreements.
Our
Contact Information
Our
principal executive offices are located at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323 and our telephone number
is (954) 888-9779.
Additional
information about us is available on our website at www.Nextplaytechnologies.com. We do not incorporate the information on or accessible
through our websites into this prospectus supplement or the accompanying prospectus, and you should not consider any information on,
or that can be accessed through, our websites as part of this prospectus supplement or the accompanying prospectus.
THE
OFFERING
Issuer:
|
|
NextPlay
Technologies, Inc.
|
|
|
|
Common
Stock offered by us:
|
|
18,987,342 shares
|
|
|
|
Common
stock outstanding prior to this offering:
|
|
95,236,484
shares (including 5,070,000 shares of Common Stock held by our wholly-owned subsidiary, NextBank International, Inc.)
|
|
|
|
Common
stock to be outstanding after this offering: (1)
|
|
114,223,826 shares
|
|
|
|
Warrants
offered by us:
|
|
Warrants
to purchase up to 14,240,508 shares of Common Stock. Each share of our Common Stock is being sold together with three quarters of
a Warrant. Each whole Warrant is exercisable for one share of Common Stock at an initial exercise price of $1.97 per share, commencing
six months after the issuance date (the “Initial Exercise Date”) and terminating on the fifth anniversary of the Initial
Exercise Date. The shares of Common Stock and the accompanying Warrants are immediately separable and will be issued separately,
but will be purchased together in this offering.
This
prospectus supplement also relates to the offering of the shares of Common Stock issuable upon exercise of the Warrants. The exercise
price of the Warrants and the number of shares of Common Stock into which the Warrants may be exercised are subject to adjustment
in certain circumstances. See the section of this prospectus supplement entitled “Description of Securities Being Offered”
for additional information.
|
|
|
|
Offering
price per share and accompanying Warrant:
|
|
$1.58
|
|
|
|
Use
of proceeds:
|
|
We
estimate that our net proceeds from this offering will be approximately $27.85 million after deducting placement agent fees and other
estimated offering expenses payable by us and excluding the proceeds from the exercise of the Warrants, if any.
We
currently intend to use (i) approximately $11,546,710 of the gross proceeds of this offering to pay down the balance of the November
2020 Streeterville Note, March 2021 Streeterville Note and the October 2021 Streeterville Note (including prepayment penalties incurred
as a result of such payments), as required pursuant to the terms and conditions of such notes; (ii) approximately $3,750,000 of the
net proceeds of this offering to satisfy our obligations to purchase certain securities of Go Game Pte Ltd. from David Ng, as set
forth in Go Game SPA; and (iii) and to use the remaining net proceeds from this offering for working capital and general corporate
purposes. We may also use all or a portion of the remaining net proceeds from this offering (after the payments described above)
to fund possible investments in, or acquisitions of, complementary businesses, technologies or products, but we currently have no
definitive agreements or commitments with respect to any investment or acquisition. See the section of this prospectus supplement
entitled “Use of Proceeds” for additional information.
|
Risk
factors:
|
|
An
investment in our securities is highly speculative and involves a number of risks. You should carefully consider the information
contained in the “Risk Factors” section beginning on page S-8 of this prospectus supplement, elsewhere in this prospectus
supplement and the accompanying prospectus, and the information we incorporate by reference, before making your investment decision.
|
|
|
|
Trading
Market and Ticker Symbol:
|
|
Our
Common Stock is listed on the Nasdaq Capital Market under the symbol “NXTP.” There is no established public trading market
for the Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply
to list the Warrants on any national securities exchange or other nationally recognized trading system, including the Nasdaq Capital
Market. Without an active trading market, the liquidity of the Warrants will be limited.
|
(1)
|
The
number of shares of our Common Stock to be outstanding after this offering, as set forth above, is based on 95,236,484 shares
of our Common Stock outstanding as of October 29, 2021, assumes that all of the shares of Common Stock and the accompanying Warrants
being offered hereby are sold, and excludes the following:
|
|
●
|
14,240,508
shares of Common Stock issuable upon exercise of the Warrants, at an initial exercise price of $1.97 per share, being issued in this
offering;
|
|
●
|
2,660,421
shares of Common Stock issuable upon the exercise of outstanding warrants to purchase shares of Common Stock outstanding as of October
29, 2021, with a weighted-average exercise price of $2.51 per share;
|
|
●
|
shares
of Common Stock, including securities convertible or exercisable for shares of Common Stock, that may be granted under our equity incentive
plans; and
|
|
●
|
342,959
shares of Common Stock which may be issuable upon the exercise of the outstanding Convertible Promissory Notes as of October 29, 2021.
|
Unless
otherwise stated, all information in this prospectus supplement assumes no exercise of outstanding stock options, no exercise of outstanding
warrants, and no exercise of the Warrants.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should
carefully consider the specific factors discussed below and those risks discussed under Item 1A, “Risk Factors,” in
our most recent Annual Report on Form 10-K, and Item 1A, “Risk Factors” in our most recent Quarterly Reports on Form 10-Q,
all of which are incorporated herein by reference, as such may be amended, supplemented or superseded from time to time by other reports
we file with the SEC in the future. For more information, see the section of this prospectus supplement entitled “Incorporation
of Certain Documents by Reference.” The risks and uncertainties we have described are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and operations. If one
or more of the possibilities described as risks actually occurs, our operating results and financial condition would likely suffer and
the trading price of our securities could fall, causing you to lose some or all of your investment in the securities we are offering.
In addition, please read the section of this prospectus supplement entitled “Cautionary Note Regarding Forward-Looking Statements,”
where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by
reference in this prospectus supplement.
The
securities offered herein are highly speculative and should only be purchased by persons who can afford to lose their entire investment
in the Company. You should carefully consider the following risk factors and the aforementioned risk factors that are incorporated herein
by reference and other information in this prospectus supplement before deciding to purchase our securities.
Risks
Relating to this Offering:
You
will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.
Because
the price per share of our Common Stock and the accompanying Warrant being offered hereunder is higher than the pro forma net tangible
book value per share of our Common Stock, you will suffer substantial dilution in the net tangible book value of the Common Stock you
purchase in this offering. Based on the combined offering price of $1.58 per share and accompanying Warrant, and the pro forma net tangible
book value per share of our Common Stock of $0.07 as of August 31, 2021, if you purchase securities in this offering, you will suffer
dilution of $1.28 per share with respect to the net tangible book value per share of the Common Stock, which will be $0.30 per share
following the offering (on a pro forma as adjusted basis) (attributing no value to the Warrants). See the section of this prospectus
supplement entitled “Dilution,” below, for a more detailed discussion of the dilution you will incur if you purchase our
securities in this offering.
Management
will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways
that may not improve our results of operations or enhance the value of our Common Stock. Our failure to apply these funds effectively
could have a material adverse effect on our business and cause the price of our Common Stock to decline.
You
may experience future dilution as a result of future equity offerings and other issuances of our Common Stock or other securities. In
addition, this offering and future equity offerings and other issuances of our Common Stock or other securities may adversely affect
our Common Stock price.
In
order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into
or exchangeable for our Common Stock at prices that may not be the same as the price of the securities being sold in this offering. We
may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price
per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior
to existing stockholders. Sales of a substantial number of shares of our Common Stock in the public market or the perception that such
sales might occur could materially adversely affect the market price of the shares of our Common Stock, and would result in dilution
of your ownership interest in the Company. Because our decision to issue securities in any future offering will depend on market conditions
and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Accordingly,
our shareholders bear the risk that our future offerings will reduce the market price of our Common Stock and dilute their ownership
interest in the Company.
In
addition, we are issuing Warrants to purchase 14,240,508 shares of Common Stock as part of this offering. The exercise of the Warrants
being sold in this offering and any future sales of the underlying shares into the public market, or the perception that such sales may
occur, could adversely affect the price of our Common Stock.
We
do not intend to pay dividends on our Common Stock for the foreseeable future.
We
have never paid cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock for the foreseeable
future. Investors should not rely on an investment in us if they require income generated from dividends paid on our capital stock. Because
we do not intend to pay dividends on our Common Stock, any income derived from our Common Stock would only come from a rise in the market
price of our Common Stock, which is uncertain and unpredictable.
There
is no public market for the Warrants.
There
is no established public trading market for the Warrants being sold in this offering and we do not expect a market to develop. In addition,
we do not intend to apply for listing of the Warrants on any securities exchange or automated quotation system. Without an active market,
investors in this offering may be unable to readily sell the Warrants.
The
Warrants being offered may not have value.
The
Warrants being offered by us in this offering have an initial exercise price of $1.97 per share and expire five years from the Initial
Exercise Date, which Initial Exercise Date is six months after the date of issuance of the Warrants in this offering. In the event that
the market price of our Common Stock does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable,
the Warrants may not have any value.
The
Warrants include anti-dilutive rights.
The
Warrants include anti-dilution rights, which provide that if at any time while the Warrants are outstanding, we issue or enter into an
agreement to issue, or are deemed to have issued or entered into an agreement to issue (which includes the issuance of securities convertible
or exercisable for shares of our Common Stock), securities for consideration less than the then current exercise price of the Warrants,
the exercise price of such Warrants shall be automatically reduced to the lowest price per share of consideration provided or deemed
to have been provided for such securities; provided, however, that unless and until we received shareholder approval to reduce the exercise
price of the Warrants below $1.97 per share, no such adjustment to the exercise price may be made.
The
Warrants, and our other issued and outstanding warrants, may be dilutive to holders of our Common Stock.
The
ownership interest of the existing holders of our Common Stock will be diluted to the extent the Warrants offered in this offering or
other outstanding warrants are exercised. Prior to this offering, as of October, 29, 2021, 2,660,421 shares of Common Stock were issuable
upon the exercise of outstanding warrants with a weighted average exercise price of $2.51. The shares of our Common Stock underlying
our outstanding warrants represented approximately 2.8% of our Common Stock outstanding as of October 29, 2021. Exercise of such
warrants, in addition to the Warrants being offered hereby, may further dilute your ownership interest in the Company.
Holders
of Warrants purchased in this offering will have no rights as stockholders until such holders exercise their Warrants and acquire shares
of our Common Stock.
Until
holders of the Warrants being offered hereby acquire shares of our Common Stock upon exercise of the Warrants, such holders will have
no rights with respect to the shares of our Common Stock underlying such Warrants, including, without limitation, voting rights or the
right to receive dividends. Upon exercise of the Warrants, the holders thereof will be entitled to exercise the rights of common stockholders
only as to matters for which the record date occurs after the exercise date.
USE
OF PROCEEDS
We
estimate the net proceeds to us from our sale of the securities in this offering will be approximately $27.85 million (after deducting
placement agent fees and estimated offering expenses payable by us, and excluding the proceeds to us resulting from the exercise of the
Warrants, if any).
We
do not know whether any of the Warrants will be exercised or, if any of the Warrants are exercised, when they will be exercised. It is
possible that the Warrants may expire and never be exercised. Additionally, as discussed in the “Description of Securities We Are
Offering - Warrants” section of this prospectus supplement, there are certain circumstances under which the Warrants may be exercised
on a cashless basis and/or the exercise price of the Warrants may be adjusted. In these circumstances, even if the Warrants are exercised,
we may not receive any proceeds, or the proceeds that we do receive may be significantly less than what we might expect. We estimate
that the maximum net proceeds that we may receive from the exercise of the Warrants, assuming the exercise, in full for cash at the original
exercise price, of the Warrants will be approximately $28.05 million.
As
discussed in further detail in the Recent Developments section of this prospectus supplement, above, we are obligated to pay Streeterville
20% of the gross proceeds that we receive from the sale of our Common Stock or preferred stock to pay down the outstanding balance of
each of the November 2020 Streeterville Note, March 2021 Streeterville Note and October 2021 Streeterville Note. In addition, pursuant
to the terms and conditions of such notes, we may prepay all or any portion of the outstanding balance of such notes at any time, subject
to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. The November 2020 Streeterville Note, March
2021 Streeterville Note and October 2021 Streeterville Note each bear interest at a rate of 10% per annum and mature 12 months after
their respective issuance dates.
As
of October 29, 2021, the outstanding balance (including all interest accrued as of such date) of the November 2020 Streeterville Note,
March 2021 Streeterville Note and October 2021 Streeterville Note was $2,814,222, $10,416,587 and $1,666,660, respectively.
We
currently intend to use an aggregate of approximately $11,546,710 of the gross proceeds of this offering to pay down the balances of
the November 2020 Streeterville Note, March 2021 Streeterville Note and October 2021 Streeterville Note, consisting of an aggregate of
approximately $4,929,180 to completely pay off the outstanding balance of the November 2020 Streeterville Note and October 2021 Streeterville
Note and approximately $6,617,530 (the minimum amount required to be paid pursuant to the March 2021 Streeterville Note) to pay down
the balance of the March 2021 Streeterville Note (in each case, including prepayment penalties incurred as a result of such payments);
provided, however, that the Company may repay up to the full outstanding balance of the March 2021 Streeterville Note with proceeds received
from this offering.
In
addition, we intend to use an aggregate of approximately $3,750,000 of the net proceeds of this offering to satisfy our obligations under
the Go Game SPA to purchase certain securities of Go Game Pte Ltd. from David Ng, subject to completion of the due diligence related
to such transaction.
We
currently intend to use the remaining net proceeds from this offering, after making the payments discussed above, for working capital
and general corporate purposes. We may also use all or a portion of the remaining net proceeds from this offering to fund possible investments
in, or acquisitions of, complementary businesses, technologies or products, but we currently have no definitive agreements or commitments
(other than under the Go Game SPA) with respect to any investment or acquisition. We will have broad discretion in the way that we use
the net proceeds of this offering.
Notwithstanding
the above, the amounts and timing of our actual expenditures will depend on numerous factors. We may find it necessary or advisable to
use portions of the net proceeds for other purposes, and we will have broad discretion in the application and allocation of the net proceeds
from this offering. Pending the use of the net proceeds from this offering as described above, we intend to invest the proceeds in investment
grade, interest-bearing instruments.
DILUTION
If
you invest in our securities in this offering, your ownership interest in our Common Stock will be diluted immediately to the extent
of the difference between the combined offering price per share of our Common Stock and related Warrant and the as adjusted net tangible
book value per share of our Common Stock immediately after this offering.
The
net tangible book value of our Common Stock as of August 31, 2021, was approximately $5.9 million, or approximately $0.07 per share.
The
pro forma net tangible book value of our Common Stock as of August 31, 2021 was approximately $6.0 million, or approximately $0.06 per
share, after giving effect to the following transactions: (i) the transactions contemplated by the September 1, 2021 Exchange Agreement
with Streeterville, pursuant to which Streeterville exchanged $270,000 of an August 2021 requested redemption of $1.25 million under
a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of our Common Stock
(the “Streeterville Exchange”); (ii) the transactions contemplated by the NextBank Exchange Agreement, discussed above, pursuant
to which we issued 5,070,000 restricted shares of our Common Stock to NextBank in exchange for 10,140 shares of cumulative, non-compounding,
non-voting, non-convertible, perpetual Series A preferred stock shares of NextBank (the “NextBank Exchange”); and (iii) our
sale and issuance of the October 2021 Streeterville Note (together with the Streeterville Exchange, the “Streeterville Transactions”),
which resulted in net proceed to the Company of $1,500,000 after deducting the OID, placement agent fees and offering expenses paid by
us in connection with the sale of the October 2021 Streeterville Note.
Net
tangible book value is total assets minus the sum of liabilities and intangible assets. Net tangible book value per share represents
the amount of our total tangible assets, excluding goodwill and intangible assets, less total liabilities, divided by the total number
of shares of our Common Stock outstanding. Dilution per share to new investors represents the difference between the combined offering
price per share and related Warrant paid by purchasers in this offering and the net tangible book value per share of our Common Stock
immediately following the completion of this offering.
After
giving effect to the sale and issuance of 18,987,342 shares of our Common Stock and Warrants to purchase 14,240,508 shares of Common
Stock in this offering at the combined public offering price of $1.58 per share and related Warrant, assuming no exercise of the Warrants
offered hereby, no value is attributed to such Warrants and such Warrants are classified as and accounted for as equity, and after deducting
the placement agent fees and estimated offering expenses, and after taking into account each of the transactions described in the immediately
preceding paragraph, our pro forma as-adjusted net tangible book value as of August 31, 2021 would have been approximately $33.79 million,
or approximately $0.30 per share. This represents a $0.24 change in net tangible book value to our existing shareholders, as compared
to pro forma net tangible book value, described above, and represents an immediate dilution in pro forma net tangible book value of approximately
$1.28 per share to new investors participating in this offering, as illustrated by the following table:
Offering price per share and related Warrant
|
|
|
|
|
|
$
|
1.58
|
Net tangible book value per share as of August 31, 2021
|
|
$
|
0.07
|
|
|
|
|
|
Decrease in net tangible book value per share attributable to the Streeterville Transactions and the NextBank Exchange
|
|
$
|
(0.01
|
)
|
|
|
|
|
Pro forma net tangible book value per share as of August 31, 2021 (taking into account the Streeterville Transactions and the NextBank Exchange)
|
|
$
|
0.06
|
|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
0.24
|
|
|
|
|
|
Pro forma, as-adjusted net tangible book value per share as of August 31, 2021, after this offering
|
|
|
|
|
|
$
|
0.30
|
|
Dilution per share to investors participating in this offering
|
|
|
|
|
|
$
|
(1.28
|
)
|
The
information in the table above is based on 95,236,484 shares of Common Stock issued and outstanding as of August 31, 2021 (on a pro forma
basis to reflect those transactions noted above), and excludes the following:
|
●
|
14,240,508
shares of Common Stock issuable upon exercise of the Warrants, at an initial exercise price of $1.97 per share, being issued in this
offering;
|
|
|
|
|
●
|
2,660,421
shares of Common Stock issuable upon the exercise of outstanding warrants to purchase shares of Common Stock outstanding as of August
31, 2021, with a weighted-average exercise price of $2.51 per share;
|
|
|
|
|
●
|
shares
of Common Stock, including securities convertible or exercisable for shares of Common Stock, that may be granted under our equity incentive
plans; and
|
|
|
|
|
●
|
490,870
shares of Common Stock which may be issuable upon the exercise of the outstanding Convertible Promissory Notes as of August 31, 2021.
|
To
the extent that after August 31, 2021, our outstanding options and/or warrants were or are exercised, you may experience further dilution.
The above illustration of dilution per share to investors participating in this offering assumes no exercise of outstanding options or
outstanding warrants to purchase shares of our Common Stock, including exercise of the Warrants. The exercise of outstanding options
and warrants having an exercise price less than the price at which the securities in this offering are being sold will further increase
dilution to investors in this offering.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
Common
Stock
The
material terms and provisions of our Common Stock are described under the caption “Description of Common Stock” starting
on page 10 of the accompanying prospectus.
Warrants
The
following summary of certain terms and provisions of the Warrants that are being offered hereby is not complete and is subject to, and
qualified in its entirety by, the provisions of the Warrants. Prospective investors should carefully review the terms and provisions
of the form of the form of Warrant for a complete description of the terms and conditions of the Warrants.
General
Three
quarters of a Warrant will be sold with each share of Common Stock purchased in this offering. No fractional Warrants will be issued,
and only whole warrants are exercisable. The Warrants will be issued separately from the shares of Common Stock offered hereby, and may
be transferred separately immediately thereafter.
Duration
The
Warrants are exercisable commencing six months after the issuance date (the “Initial Exercise Date”), and will expire on
the fifth anniversary of the Initial Exercise Date.
Exercisability
The
Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering a duly executed exercise notice accompanied
by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise
as discussed below). A holder (together with its affiliates) may not exercise any portion of the Warrant to the extent that the holder
would own more than 4.99% (or, at the election of the holder prior to any issuance of the Warrants, 9.99%) of the outstanding shares
of Common Stock of the Company immediately after exercise of the Warrant by the applicable holder, except that upon at least 61 days’
prior notice from the holder to us, the holder may increase the beneficial ownership limitation to a maximum of 9.99% (which 9.99% limitation
cannot be waived).
Fractional
Shares
No
fractional shares of Common Stock, or scrip representing fractional shares, will be issued in connection with the exercise of a Warrant.
In lieu of fractional shares, we will, at our election, either pay the holder an amount in cash equal to the fractional amount multiplied
by the exercise price or round up to the next whole share.
Cashless
Exercise
If,
at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of Common Stock underlying
the Warrants under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated
to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Warrants.
Exercise
Price
Each
whole Warrant will be exercisable for one share of Common Stock at an initial exercise price of $1.97 per share. The exercise price and
number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits,
reorganizations or similar events affecting our Common Stock and the exercise price. Additionally, upon the occurrence of a Fundamental
Transaction (defined below) then, upon any subsequent exercise of the Warrant, the holder shall have the right to receive, at the option
of the holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the holder is given the same choice as to the Alternate Consideration it receives upon any exercise of the Warrant following such
Fundamental Transaction. Subject to the terms of the Warrant, in the event of a Fundamental Transaction, any successor entity is required
to assume in writing all of the obligations of the Company under the Warrants.
“Fundamental Transaction”
means (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company
with or into another person or entity; (ii) the Company or any subsidiary, directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions;
(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person or entity) is
completed pursuant to which holders of common stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of 50% or more of the outstanding common stock; (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the common stock or any compulsory
share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property;
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another person or entity or group of persons or entities whereby such other person or entity or group acquires more than 50% of the outstanding
shares of common stock (not including any shares of common stock held by the other person or entity or other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination).
Anti-Dilutive Rights
The Warrants include
anti-dilution rights, which provide that if at any time while the Warrants are outstanding, we issue or enter into an agreement to
issue, or are deemed to have issued or entered into an agreement to issue (which includes the issuance of securities convertible or
exercisable for shares of our Common Stock), securities for consideration less than the then current exercise price of the Warrants,
the exercise price of such Warrants shall be automatically reduced to the lowest price per share of consideration provided or deemed
to have been provided for such securities; provided, however, that unless and until we have received shareholder approval to reduce
the exercise price of the Warrants below $1.97 per share (the “Floor Price”), no such adjustment to the exercise price
may be made. In connection with this offering, we have agreed to use our best efforts to obtain stockholder approval within 90 days
from the date of this prospectus supplement to remove the Floor Price of the Warrants. In the event that such shareholder approval
is not obtained within 90 days from the date of this prospectus supplement, we have agreed to hold a special meeting of our
shareholders every three months thereafter, for so long as Warrants remain outstanding, to obtain such stockholder approval.
Penalties
If we fail for any reason
to deliver shares of Common Stock upon the valid exercise of the Warrants, subject to our receipt of a valid exercise notice and the aggregate
exercise price, by the time period set forth in the Warrants, we are required to pay the applicable holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of shares subject to such exercise (as calculated in the Warrant), $10 per trading day (increasing
to $20 per trading day on the third trading day after the Warrant Share Delivery Date, as defined in the Warrant) for each trading day
that such shares are not delivered. The Warrants also include customary buy-in rights in the event we fail to deliver shares of Common
Stock upon exercise thereof within the time periods set forth in the Warrant.
Transferability
Subject to applicable laws,
a Warrant may be transferred at the option of the holder upon surrender of the Warrant together with the appropriate instruments of transfer.
Governing Law
The Warrants shall be governed
by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.
Exchange Listing
There is no established trading
market for the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for of the Warrants on any
securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will
be limited.
Right as a Stockholder
Except as otherwise provided
in the Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holders of the Warrants do not have the
rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Warrants
PLAN OF DISTRIBUTION
EF Hutton, division of Benchmark
Investments, LLC, which we refer to as the “placement agent,” has agreed to act as our exclusive placement agent in connection
with this offering, subject to the terms and conditions of the placement agency agreement dated November 1, 2021. The placement agent
is not purchasing or selling any of the shares of our Common Stock or Warrants offered by this prospectus supplement, nor are they required
to arrange the purchase or sale of any specific number or dollar amount of shares of our Common stock or Warrants, but have agreed to
use their reasonable best efforts to arrange for the sale of all of the shares of our Common Stock and Warrants offered hereby.
The placement agent proposes
to arrange for the sale of the securities that we are offering pursuant to this prospectus supplement and the accompanying base prospectus
to institutional accredited investors through a securities purchase agreement, dated November 1, 2021, directly between the purchasers
and us. The terms of this offering were subject to market conditions and negotiations between us, the placement agent and purchasers.
We expect to deliver the shares
of Common Stock and accompanying Warrants being offered pursuant to this prospectus supplement on or about November 3, 2021.
We have agreed to indemnify
the placement agent against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the placement
agent may be required to make in respect thereof.
Fees and Expenses
We have agreed to pay the
placement agent a placement agent’s fee equal to 6.0% of the aggregate gross proceeds raised in this offering, and to pay the placement
agent an additional 1.0% of the aggregate gross proceeds of the offering to cover non-accountable expenses. The following table shows
the per share and Warrant and total cash placement agent’s fees we will pay to the placement agent in connection with the sale of
the securities offered pursuant to this prospectus supplement and the accompanying prospectus, assuming the purchase of all of the shares
offered hereby.
|
|
Per Share and Warrant
|
|
|
Total
|
|
Offering Price
|
|
$
|
1.5800
|
|
|
$
|
30,000,000.36
|
|
Placement Agent Fees (1)
|
|
$
|
0.0948
|
|
|
$
|
1,800,000.02
|
|
Proceeds to us, before expenses (2)
|
|
$
|
1.4852
|
|
|
$
|
28,200,000.34
|
|
(1)
|
We have agreed to pay the placement agent a cash fee equal to 6.0%
of the aggregate gross proceeds raised in this offering. Excludes the reimbursement of the placement agent’s expenses and a non-accountable
expense reimbursement which we have agreed to pay to the representatives of the underwriters equal to 1.0% of the aggregate gross proceeds
raised in this offering. For additional information regarding the compensation payable to the placement agent, see “Plan of Distribution”
beginning on page S-14 of this prospectus supplement.
|
(2)
|
The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the Warrants being issued in this offering.
|
We estimate that the total expenses of the offering payable by us,
excluding the placement agent fees and non-accountable expenses, will be approximately $405,000.
Restriction on Additional Issuances of Securities
Under the Securities Purchase
Agreement, we have agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares
of Common Stock or Common Stock equivalents for a period of ninety days from the closing of the offering, other than certain exempt issuances
including, but not limited to, securities issued pursuant to the Company’s equity compensation plans.
Lock-Up Agreements
Each of our directors and
officers have agreed not to offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of Common Stock or
any securities convertible into or exchangeable for shares of Common Stock without the prior written consent of the placement agent for
a period of 90 days after the date of the Purchase Agreement. These lock-up agreements provide limited exceptions and their restrictions
may be waived at any time by the placement agent.
Regulation M
The placement agent may be
deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by the placement
agent and any profit realized on the resale of the shares sold by the placement agent while acting as principal might be deemed to be
underwriting discounts or commissions under the Securities Act. As underwriter, the placement agent would be required to comply with the
requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities
Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and
sales of shares by the placement agent acting as a principal. Under these rules and regulations, the placement agent:
|
●
|
may not engage in any stabilization activity in connection with our securities; and
|
|
|
|
|
●
|
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
|
Electronic Delivery of Prospectus
This prospectus supplement
and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by
the placement agent or by an affiliate. Other than this prospectus supplement and the accompanying prospectus, the information on the
placement agent’s website and any information contained in any other website maintained by the placement agent are not part of this
prospectus supplement and the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying
prospectus form a part, has not been approved and/or endorsed by us or the placement agent, and should not be relied upon by investors.
The foregoing does not purport
to be a complete statement of the terms and conditions of the placement agent’s engagement agreement and/or the Securities Purchase
Agreement. A copy of the Securities Purchase Agreement with the purchasers will be included as an exhibit to our Current Report on Form
8-K that will be filed with the SEC and incorporated by reference into the registration statement of which this prospectus supplement
and the accompanying prospectus form a part. See the sections of this prospectus supplement entitled “Information Incorporated by
Reference” and “Where You Can Find More Information.”
No action has been or will
be taken in any jurisdiction (except in the United States) that would permit a public offering of the securities offered by this prospectus
supplement and accompanying prospectus, or the possession, circulation or distribution of this prospectus supplement and accompanying
prospectus or any other material relating to us or the securities offered hereby in any jurisdiction where action for that purpose is
required. Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly, and neither of this prospectus
supplement and accompanying prospectus nor any other offering material or advertisements in connection with the securities offered hereby
may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations
of any such country or jurisdiction. The placement agent may arrange to sell securities offered by this prospectus supplement and accompanying
prospectus in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so.
From time to time, the placement
agent may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of
business, for which they have received and may continue to receive customary fees and commissions. However, except as disclosed in this
prospectus, we have no present arrangements with the placement agent for any further services.
Listing
Our Common Stock
is listed on the Nasdaq Capital Market under the symbol “NXTP.” There is no established public trading market for the Warrants
being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Warrants
on any national securities exchange or other nationally recognized trading system, including the Nasdaq Capital Market. Without an active
trading market, the liquidity of the Warrants will be limited
Transfer Agent and Registrar
The transfer agent and registrar
for our Common Stock is Colonial Stock Transfer Co, Inc, 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111.
LEGAL MATTERS
Procopio, Cory, Hargreaves
& Savitch LLP, San Diego, California, has acted as our Company’s legal counsel and will pass upon the validity of the securities,
other than the Warrants, offered by this prospectus supplement. Carter Ledyard & Milburn LLP, New York, New York, has acted as special
New York counsel to our Company by providing an opinion on the validity of Warrants offered by this prospectus supplement. Ellenoff Grossman
& Schole LLP, New York, New York is acting as counsel to the placement agent in this offering.
EXPERTS
The consolidated balance sheets
of the Company as of February 28, 2021, and the related consolidated statements of operations, stockholders’ equity, and cash flows
for the years then ended, appearing in the Company’s Annual Report on Form 10-K for the year ended February 28, 2021, have been
audited by TPS Thayer, LLC, as set forth in their report thereon, and incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such reports given on the authority of such firm as an expert in accounting and
auditing.
The consolidated balance sheets
of the Company as of February 29, 2020 and February 28, 2019, and the related consolidated statements of operations, stockholders’
equity, and cash flows for the years then ended, appearing in the Company’s Annual Reports on Form 10-K for the year ended February
29, 2020 and February 28, 2019, have been audited by Thayer O’Neal Company, LLC, as set forth in their report thereon, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on
the authority of such firm as an expert in accounting and auditing.
The consolidated balance sheet
of HotPlay Enterprise Limited as of and for the period from March 6, 2020 (Inception) to February 28, 2021, and the related consolidated
statement of comprehensive loss, consolidated statement of changes in shareholders’ equity, and consolidated statement of cash flows
for the period from March 6, 2020 (Inception) to February 28, 2021, appearing in the Company’s Current Report on Form 8-K/A (Amendment
No. 1), filed with the SEC on September 8, 2021, have been audited by TPS Thayer, LLC, as set forth in their report thereon, and incorporated
herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on
the authority of such firm as an expert in accounting and auditing.
No expert or counsel named
in this prospectus as having prepared or certified any part of this prospectus supplement or having given an opinion upon the validity
of the securities being registered or upon other legal matters in connection with the registration or offering of the securities was employed
on a contingency basis, or had, or is to receive, any interest, directly or indirectly, in our Company or any of our parents or subsidiaries,
nor was any such person connected with us or any of our parents or subsidiaries, if any, as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly,
and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file electronically with the SEC like us. Our SEC filings are
also available to the public from the SEC’s website at https://www.sec.gov.
This prospectus supplement
and the accompanying prospectus constitute a part of a registration statement on Form S-3 we filed with the SEC under the Securities Act.
This prospectus supplement and the accompanying prospectus, which form part of the registration statement, do not contain all of the information
set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to us and the securities offered hereby, reference is hereby made to the registration statement and our
other filings with the SEC. The registration statement may be inspected at the SEC’s website set forth, above. Statements contained
herein concerning any document filed as an exhibit are not necessarily complete, and, in each instance, reference is made to the copy
of such document filed as an exhibit to the registration statement. Each such statement is qualified in its entirety by such reference.
Additional information about
us is available on our website at www.Nextplaytechnologies.com. We have included our website address as a textual reference and do not
intend it as an active link to our website. The contents of our website are not part of this prospectus supplement, and you should not
consider the contents of our website in making an investment decision with respect to our securities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus from the date
on which we file that document. Any reports filed by us with the SEC (i) on or after the date of filing of the registration statement
and (ii) on or after the date of this prospectus and before the termination of the offering of the securities by means of this prospectus
will automatically update and, where applicable, supersede information contained in this prospectus or incorporated by reference into
this prospectus.
We incorporate by reference
the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between
the date of this prospectus and the termination of the offering (excluding any document, or portion thereof, to the extent disclosure
is furnished and not filed):
|
●
|
Our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, filed with the SEC on June 8, 2021;
|
|
|
|
|
●
|
Our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2021, filed with the SEC on July 14, 2021, and our Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2021, filed with the SEC on October 20, 2021;
|
|
|
|
|
●
|
Our Current Reports on Form 8-K and Form 8-K/A (other than information furnished rather than filed) filed with the SEC on March 22, 2021, March 26, 2021, April 6, 2021, April 7, 2021, April 8, 2021, April 9, 2021, April 19, 2021, May 11, 2021, May 18, 2021, May 21, 2021, June 2, 2021, June 11, 2021, June 14, 2021, June 25, 2021, July 7, 2021, July 7, 2021, July 9, 2021, July 27, 2021, August 23, 2021, July 27, 2021, August 23, 2021, August 25, 2021, August 25, 2021, September 3, 2021, September 8, 2021, September 22, 2021, September 24, 2021, October 4, 2021, and October 25, 2021; and
|
|
|
|
|
●
|
Our Definitive Proxy Statements on Schedule 14A filed with the SEC on January 11, 2021 and March 4, 2021; and
|
|
|
|
|
●
|
The description of our Common Stock contained in our Registration Statement on Form S-1 (File No. 333-220619), as originally filed with the SEC on September 25, 2017, including any amendment or report filed for the purpose of updating such description.
|
These documents contain important
information about us, our business and our financial condition. Copies of documents incorporated by reference, excluding exhibits except
to the extent such exhibits are specifically incorporated by reference, are available from us without charge, upon oral or written request
to:
NextPlay Technologies, Inc.
1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323
Attn: Secretary
Phone: (954) 888-9779
Fax: (954) 888-9082
All documents filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding any information in those documents that are deemed by the
rules of the SEC to be furnished but not filed, after the date of this filing of this prospectus and before the termination of this offering
shall be deemed to be incorporated in this prospectus and to be a part hereof from the date of the filing of such document. Any statement
contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that
a statement contained in this prospectus or in any other subsequently filed document which is also incorporated or deemed to be incorporated
by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. You will be deemed to have notice of all information incorporated by reference
in this prospectus as if that information was included in this prospectus.
Statements made in this prospectus
or in any document incorporated by reference in this prospectus as to the contents of any contract or other document referred to herein
or therein are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as
an exhibit to the documents incorporated by reference, each such statement being qualified in all material respects by such reference.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant
to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
PROSPECTUS
NextPlay Technologies, Inc.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
We may from time to
time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred
stock, debt securities, warrants, or a combination of these securities or units (collectively referred to as “securities”) for
an aggregate initial offering price of up to $100 million. The preferred stock may be convertible into shares of our common stock
or shares of our preferred stock. The warrants may be exercisable for shares of our common stock or shares of our preferred stock
or debt securities. The units may consist of any combination of the other types of securities described in this prospectus. This
prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we offer and sell
securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering.
We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. Any prospectus
supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You
should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus as well as
the documents incorporated or deemed to be incorporated by reference herein or therein before you purchase any of the securities
offered hereby.
This prospectus
may not be used to offer or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.
Securities may be sold
by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional
information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus. If any underwriters are involved in the sale of any securities with respect
to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect
to receive from such sale will also be set forth in a prospectus supplement.
Our common stock is listed
on the Nasdaq Capital Market under the symbol “NXTP.” On October 25, 2021, the last reported sales price of our common stock
on The Nasdaq Capital Market was $2.11 per share. There is currently no market for the other securities we may offer. The prospectus
supplement will contain information, where applicable, as to any other listing of the securities on the Nasdaq Capital Market or any
other securities market or exchange covered by the prospectus supplement. As of the date of this prospectus, our public float exceeds
$75 million.
This prospectus
may not be used to offer or sell our securities unless accompanied by a prospectus supplement. The information contained or incorporated
in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus supplement,
as applicable, regardless of the time of delivery of this prospectus or any sale of our securities.
Investing in our
securities involves risks. You should carefully consider the risk factors under, and incorporated by reference in, “Risk
Factors” beginning on page 7 of this prospectus, and the discussion of risk factors contained in our annual,
quarterly and current reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
which are incorporated by reference into this prospectus, and in the other documents incorporated by reference herein, before making
any decision to invest in our securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus
is October 29, 2021.
IMPORTANT
NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We may provide information
to you about the securities we are offering in three separate documents that progressively provide more detail:
|
●
|
this prospectus, which provides general information, some of which may not apply to your securities;
|
|
●
|
a prospectus supplement (including any free writing prospectus), which describes the terms of the securities, some of which may not apply to your securities and which may not include information relating to the prices of the securities being offered; and
|
|
●
|
if necessary, a pricing supplement, which describes the pricing terms of your securities.
|
If the terms of your
securities vary among the pricing supplement, the prospectus supplement and the prospectus, you should rely on the information
in the following order of priority:
|
●
|
the pricing supplement, if any;
|
|
●
|
the prospectus supplement; and
|
We include cross-references
in this prospectus and the prospectus supplement to captions in these materials where you can find further related discussions.
The following Table of Contents and the Table of Contents included in the prospectus supplement provide the pages on which these
captions are located.
Unless indicated in
the applicable prospectus supplement, we have not taken any action that would permit us to publicly sell these securities in any
jurisdiction outside the United States. If you are an investor outside the United States, you should inform yourself about and
comply with any restrictions as to the offering of the securities and the distribution of this prospectus.
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is
a part of a registration statement that we filed with the Securities and Exchange Commission, the SEC or the Commission, utilizing
a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination
of the securities described in this prospectus, either individually or in units, in one or more offerings up to a total dollar
amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell
securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about
the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information about the terms of that offering. The prospectus supplement and any related free writing prospectus that we
may authorize to be provided to you may also add, update or change information contained in this prospectus. To the extent that
any statement that we make in a prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified
or superseded by those made in the prospectus supplement. You should read this prospectus and any prospectus supplement and free
writing prospectus, including all documents incorporated herein or therein by reference, together with additional information described
under “Where
You Can Find More Information” and “Incorporation
of Certain Documents By Reference” before making an investment decision. We may only use this prospectus to sell
the securities if it is accompanied by a prospectus supplement.
You should rely
only on the information included or incorporated by reference in this prospectus, the accompanying prospectus supplement and any
free writing prospectus. We have not authorized any dealer, salesman or other person to provide you with additional or different
information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, the
accompanying prospectus supplement and any free writing prospectus are not an offer to sell or the solicitation of an offer to
buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer
to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction.
You should not assume that the information contained in this prospectus, the accompanying prospectus supplement, and any free
writing prospectus, is accurate on any date subsequent to the date set forth on the front of the document or that any information
we have previously filed with the SEC and incorporated by reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus and any accompanying prospectus supplement and any free writing prospectus
is delivered or securities are sold on a later date. Our business, financial condition, results of operations and prospects may
have changed since those dates. We will disclose any material changes in our affairs in a post-effective amendment to the registration
statement of which this prospectus is a part, a prospectus supplement, free writing prospectus or a future filing with the Securities
and Exchange Commission incorporated by reference in this prospectus. We do not imply or represent by delivering this prospectus
that NextPlay Technologies, Inc., or its business, financial condition or results of operations, are unchanged after the date
on the front of this prospectus or that the information in this prospectus is correct at any time after such date.
THIS PROSPECTUS
MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Persons outside the
United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to,
the offering of the securities and the distribution of this prospectus outside of the United States.
Our logo and some of
our trademarks and tradenames are used in this prospectus and the accompanying prospectus supplement and the documents incorporated
by reference herein and therein. This prospectus and the accompanying prospectus supplement and the documents incorporated by reference
herein and therein also include trademarks, tradenames and service marks that are the property of others. Solely for convenience,
trademarks, tradenames and service marks referred to in this prospectus and the accompanying prospectus supplement and the documents
incorporated by reference herein and therein may appear without the ®, ™ and SM symbols. References to our trademarks,
tradenames and service marks are not intended to indicate in any way that we will not assert to the fullest extent under applicable
law our rights or the rights of the applicable licensors if any, nor that respective owners to other intellectual property rights
will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other
companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
The market data
and certain other statistical information used throughout this prospectus and the applicable prospectus supplement are incorporated
by reference herein and therein, are based on independent industry publications, reports by market research firms or other independent
sources that we believe to be reliable sources. Industry publications and third-party research, surveys and studies generally
indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy
or completeness of such information. We are responsible for all of the disclosures contained in this prospectus and the applicable
prospectus supplement and incorporated herein and therein by reference, and we believe these industry publications and third-party
research, surveys and studies are reliable. While we are not aware of any misstatements regarding any third-party information
presented in this prospectus and the applicable prospectus supplement or incorporated herein or therein by reference, their estimates,
in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject
to change based on various factors, including those discussed under, and incorporated by reference in, the section entitled “Risk
Factors” of this prospectus and the applicable prospectus supplement. These and other factors could cause our
future performance to differ materially from our assumptions and estimates. Some market and other data included herein and the
applicable prospectus supplement, as well as the data of competitors as they relate to NextPlay Technologies, Inc., is also based
on our good faith estimates.
Unless the context
otherwise requires, references in this prospectus and the applicable prospectus supplement to “we,” “us,”
“our,” the “Registrant,” “NextPlay”, or the “Company,”
refer to NextPlay Technologies, Inc. formerly Monaker Group, Inc., and its consolidated subsidiaries. In addition, unless
the context otherwise requires, “FYE” refers to fiscal year end; “Exchange Act” refers to
the Securities Exchange Act of 1934, as amended; “SEC” or the “Commission” refers to the
United States Securities and Exchange Commission; and “Securities Act” refers to the Securities Act of 1933,
as amended. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. You should read the entire
prospectus and the accompanying prospectus supplement before making an investment decision to purchase our securities.
The registration statement
containing this prospectus, including the exhibits to the registration statement, provides additional information about us and
the securities offered pursuant to this prospectus and the accompanying prospectus supplement. For a more complete understanding
of the offering of the securities, you should refer to the registration statement, including its exhibits. The registration statement
can be read on the SEC’s website mentioned under the heading “Where
You Can Find More Information”, below.
PROSPECTUS
SUMMARY
The following summary
highlights material information found in more detail elsewhere in, or incorporated by reference in, the prospectus. It does not
contain all of the information you should consider. As such, before you decide to buy our securities, in addition to the following
summary, we urge you to carefully read the entire prospectus and documents incorporated by reference herein, the prospectus supplement,
and any free writing prospectus, especially the risks of investing in our securities as discussed under, and incorporated by reference
in, the sections entitled “Risk Factors” herein and therein. The following summary is qualified in its entirety
by the detailed information appearing elsewhere in this prospectus.
Overview
NextPlay
Technologies, Inc. offers an ecosystem for video gamers, digital consumers, and travelers through its three divisions: (i) Media;
(ii) FinTech; and (iii) Travel. Through the development and integration of innovative technology solutions, NextPlay is building
a unified platform that offers a suite of personal services for its users.
Media Division
HotPlay
HotPlay
Enterprise Limited (“HotPlay”), which is wholly-owned by NextPlay, is an in-game advertising (“IGA”)
platform that delivers advertisements into video games without disrupting gameplay, enabling video games to monetize without compromising
on the integrity of the game. The platform enables advertisers and merchants of all sizes to hyper-locally deliver promotional
coupons to gamers, offering them real world rewards from playing video games. Video games could also deliver relevant virtual
rewards through the platform in order to increase retention rate.
Upon
receiving the rewards, gamers are able to access them via the HotPlay redemption mobile application (“Redemption App”).
The redemption app also features a list of games integrated with HotPlay IGA, giving video games visibility among the HotPlay
user base.
In
order to increase HotPlay IGA adoption among third party video game developers, HotPlay has established an in-house game development
studio dedicated to developing casual and hyper-casual games that help showcase the capabilities of our technology.
Reinhart TV/Zappware
Reinhart
TV AG/Zappware NV (“Reinhart”) is an award-winning entertainment service provider. The platform, which is currently
deployed on devices across Europe and Latin America, provides end users with an intuitive and personalized multi-screen TV experience
across set-top boxes, connected TVs, smartphones, tablets, and PCs. The platform also provides a service management system that
enables operators to effectively manage user experience and monetization of their services.
Following
the 51% acquisition of Reinhart on June 23, 2021, NextPlay is integrating its HotPlay IGA platform with Reinhart, which is anticipated
to provide HotPlay access to Reinhart’s significant Pay TV customer base. Furthermore, the integration is expected to provide
Reinhart with a more comprehensive offering for operators as they transition from a business-to-business (B2B) model to a business-to-business-to-consumer
(B2B2C) model. NextPlay plans to further increase the combined platform suite of services by integrating FinTech and Travel offerings
in the future.
FinTech Division
Longroot
NextPlay
owns 100% of Longroot, Inc. (“Longroot”), which in turn owned 75 %
of Longroot Limited, a Cayman Islands company (“Longroot Cayman”). Longroot Cayman owns 49% of the outstanding
ordinary shares (with 51% of the Preferred shares owned by two Thai citizen nominee shareholders) of Longroot Holding (Thailand)
Company Limited (“Longroot Thailand”), provided that Longroot Cayman controls 90% of Longroot Thailand’s
voting shares and therefore effectively controls Longroot Thailand. Longroot Thailand is an Initial Coin Offering (“ICO”)
Portal that provides digital asset financing and investment services that are fully regulated and licensed by the Securities and
Exchange Commission of Thailand (the “Thai SEC”). It is focused on creating Thai regulated cryptocurrencies
backed by high quality assets that are designed to be more resistant to market declines. The initial class of assets includes
video games, insurance, precious metals, and real estate.
Longroot
Thailand is a licensed ICO Portal under the Thai SEC, and is regulated under the Thai Digital Asset Law which stipulates that
all offerings of digital assets have to be conducted via a Thai SEC licensed ICO Portal.
NextBank International
NextBank
International (“NextBank”) (previously International Financial Enterprise Bank), which is wholly-owned by NextPlay,
is an International Financial Entity (“IFE”) operating under the laws of the Commonwealth of Puerto Rico. Licensed
under Act 273 by the Office of the Commissioner of Financial Institutions (“OCIF”), NextBank currently offers
concierge services to high net worth individuals and entrepreneurs, and loan products.
Following
the completed acquisition of NextBank on July 21, 2021, NextPlay plans to create a diversified FinTech solution company that offers asset
banking, asset management and mobile payment and banking services.
Travel Division
NextTrip
NextTrip
(currently operated through NextPlay) offers booking solutions for both business and leisure travel via NextTrip Business and
NextTrip Journeys, respectively. NextTrip Business offers corporate travel management solutions for small- and medium- sized businesses
and allows companies to manage travel expenses, travel booking, expense reports, and provides access to concierge-like travel
support services, while NextTrip Journeys provides an online travel agency portal where Personal Journey Consultants book and
manage vacation packages with concierge like services.
The
platform is powered by a proprietary property management system and booking engine that has approximately 3.4 million instantly
confirmed vacation rental units.
Additional Information
Additional information
about us can be obtained from the documents incorporated by reference herein. See “Where
You Can Find More Information”.
Our Contact Information
Our principal executive
offices are located at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323 and our telephone number is (954) 888-9779.
Additional information
about us is available on our website at www.Nextplaytechnologies.com. We do not incorporate the information on or accessible through
our websites into this prospectus, and you should not consider any information on, or that can be accessed through, our websites
as part of this prospectus.
*****
THIS PROSPECTUS MAY NOT BE USED TO OFFER
OR SELL ANY SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
*****
SECURITIES
REGISTERED HEREBY THAT WE MAY OFFER
We may offer any of
the following securities, either individually or in combination, with a total value of up to $100,000,000 from time to time under
this prospectus at prices and on terms to be determined by market conditions at the time of the offering:
|
●
|
preferred stock, in one or more series;
|
|
●
|
warrants to purchase shares of common stock, shares of preferred stock or debt securities; or
|
|
●
|
any combination of the foregoing securities, in units.
|
We refer to our common
stock, preferred stock, debt securities, warrants, and units collectively in this prospectus as the “securities.”
This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of
securities, we will provide a prospectus supplement and may provide a free writing prospectus that will describe the specific amounts,
prices and other important terms of the securities, including, to the extent applicable:
|
●
|
designation or classification;
|
|
●
|
aggregate offering price;
|
|
●
|
rates and times of payment of dividends, if any;
|
|
●
|
redemption, conversion or sinking fund terms, if any;
|
|
●
|
voting or other rights, if any;
|
|
●
|
conversion prices, if any; and
|
|
●
|
important federal income tax considerations.
|
We may sell the securities
to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. We and our agents,
underwriters and dealers reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer
securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement:
|
●
|
the names of those agents, underwriters or dealers;
|
|
●
|
applicable fees, discounts and commissions to be paid to them;
|
|
●
|
details regarding over-allotment options, if any; and
|
|
●
|
the net proceeds to us.
|
Common
Stock. We may offer shares of our common stock. Our common stock currently is listed on the Nasdaq Capital Market
under the symbol “NXTP.” Shares of common stock that may be offered in this offering will, when issued and
paid for, be fully paid and non-assessable. We have summarized certain general features of our stock under “Description
of Common Stock.” We urge you to read our Articles of Incorporation, as amended and our Bylaws, as well
as the applicable prospectus supplement, and any related free writing prospectus that we may authorize to be provided to you,
related to any offering of our common stock.
Preferred
Stock. We may offer shares of our preferred stock, in one or more series. Prior to the issuance of shares of each series,
our Board of Directors will determine the rights, preferences, privileges and restrictions of such preferred stock series, and
will adopt resolutions and file a certificate of designation with the Secretary of State of the State of Nevada. The certificate
of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions,
including, but not limited to, the following: any dividend rights, conversion rights, voting rights, rights and terms of redemption,
liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series.
Convertible preferred stock will be convertible into shares of our common stock or preferred stock. Conversion may be mandatory
or at your option and would be at prescribed conversion rates. Shares of preferred stock that may be offered in this offering will,
when issued and paid for, be fully paid and non-assessable. If we elect to issue preferred stock, we will describe the specific
terms of a particular series of preferred stock in the prospectus supplement relating to that series. We will file as an exhibit
to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we
file with the SEC, the certificate of designation that describes the terms of any series of preferred stock we offer under this
prospectus before the issuance of shares of that series of preferred stock. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you related to the series of preferred stock being offered. We have
summarized certain general features of the preferred stock under “Description
of Preferred Stock.” We urge you to read the complete certificate of designation containing the terms of
the applicable series of preferred stock, as well as the applicable prospectus supplement, and any related free writing prospectus
that we may authorize to be provided to you, related to such series.
Debt Securities. We
may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated
debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument
governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for
our common stock or other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
Any debt securities
issued under this prospectus will be issued under one or more documents called indentures, which are contracts between us and a
national banking association or other eligible party, as trustee. In this prospectus, we have summarized certain general features
of the debt securities under “Description
of Debt Securities.” We urge you, however, to read the applicable prospectus supplement (and any free writing
prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as
the complete indentures that contain the terms of the debt securities. We have filed the form of indenture as an exhibit to the
registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of shares of common stock, shares of preferred stock in one or more series, and/or debt
securities in one or more series. We may issue warrants independently or in combination with common stock, preferred stock, and/or
debt securities. In this prospectus, we have summarized certain general features of the warrants under “Description
of Warrants.” We urge you, however, to read the applicable prospectus supplement, and any related free
writing prospectus that we may authorize to be provided to you, related to the particular series of warrants being offered, as
well as the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the
warrants. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
that describe the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance
of such warrants.
Any warrants issued
under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement
that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if any, in the applicable
prospectus supplement relating to a particular series of warrants.
Units.
We may issue units representing any combination of common stock, preferred stock, debt securities and/or warrants from time to
time. The units may be issued under one or more unit agreements. In this prospectus, we have summarized certain general features
of the units.
We will incorporate
by reference into the registration statement, of which this prospectus is a part, the form of unit agreement under which the units
are designated, if any, describing the terms of the units we are offering before the issuance of the related units. We have summarized
certain general features of the units under “Description
of Units.” We urge you to read the prospectus supplements related to any units being offered, as well as
the complete unit agreement, if any, designating the units.
RISK
FACTORS
An investment in our
securities involves a high degree of risk. The prospectus supplement applicable to each offering of our securities will, and any
free writing prospectus may, contain a discussion of the risks applicable to an investment in our securities. Prior to making a
decision about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk
Factors” in the applicable prospectus supplement and any information contained in any free writing prospectus, together
with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated
by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A,
“Risk Factors,” in our most recent Annual Report on Form 10-K, and Item 1A, “Risk Factors”
in our most recent Quarterly Reports on Form 10-Q, all of which are incorporated herein by reference, as such may be amended, supplemented
or superseded from time to time by other reports we file with the Securities and Exchange Commission in the future. For more information,
see “Incorporation
of Certain Documents by Reference.” The risks and uncertainties we have described are not the only ones
we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our
business and operations. If one or more of the possibilities described as risks actually occurs, our operating results and financial
condition would likely suffer and the trading price of our securities could fall, causing you to lose some or all of your investment
in the securities we are offering. In addition, please read “Forward-Looking
Statements” in this prospectus, below, where we describe additional uncertainties associated with our business
and the forward-looking statements included or incorporated by reference in this prospectus.
FORWARD-LOOKING
STATEMENTS
This prospectus contains,
and the prospectus supplement will contain, forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee
of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance
or results will be achieved. Forward-looking statements are based on information available at the time the statements are made
and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance
or achievements to be materially different from the information expressed or implied by the forward-looking statements in this
prospectus and the prospectus supplement. These factors include, but are not limited to:
|
●
|
Combining HotPlay and the Company may be more difficult, costly or time-consuming
than expected and the Company may fail to realize the anticipated benefits of the HotPlay share exchange, including expected
financial and operating performance of the combined company;
|
|
●
|
Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms and can adversely affect the financial strength of our business partners;
|
|
●
|
Various third parties owe the Company a significant amount of money which may not be timely paid, if at all;
|
|
●
|
The Company owes significant amounts to Streeterville Capital, LLC, which is secured by a security interest over substantially all of its assets;
|
|
●
|
The Company will need to raise additional funding to support its operations, both before and after the closing, which funding may not be available on favorable terms, if at all;
|
|
●
|
The Company’s operations have been negatively affected by, and have experienced material declines as a result of, COVID-19 and the governmental responses thereto;
|
|
●
|
Currently pending and future litigation affecting the Company may have a material
adverse effect on the Company;
|
|
●
|
The Company’s operations are subject to uncertainties and risks outside of its control, including third party delays in submissions of alternative lodging rental listings and failures to maintain such rental listings, integrations of such listings and the renewal of such listings;
|
|
●
|
The Company is subject to extensive government regulations and rules, the failure to comply which may have a material adverse effect on the Company;
|
|
●
|
The success of the Company is subject to the development of new products and services over time;
|
|
●
|
Longroot Holding (Thailand) Company Limited’s (“Longroot Thailand’s”) operations are subject to risks associated with cryptocurrency exchanges being a new industry, regulatory changes and/or restrictions, potential illegal uses of cryptocurrencies, the acceptance and widespread use of cryptocurrencies, cyber security risks, and competing blockchain technologies;
|
|
●
|
NextBank International’s operations are subject to numerous risks, regulatory
changes and/or restrictions;
|
|
|
|
|
●
|
The Company is subject to competition with competitors who have significantly more resources, more brand recognition and a longer operating history than the Company;
|
|
●
|
The Company is subject to risks associated with failures to maintain intellectual property and claims by third parties relating to allegation that the Company violated such third parties’ intellectual property rights;
|
|
●
|
The Company relies on third party service providers and the failure of such third parties to provide the services contracted for, on the terms contracted, or otherwise, could have a material adverse effect on the Company;
|
|
●
|
The Company relies on the Internet and Internet infrastructure for its operations and in order to generate revenues;
|
|
●
|
The Company’s ability to raise funding, and dilution caused by such fundings, anti-dilution rights included in outstanding warrants; and
|
|
●
|
The trading price of the Company’s common stock is subject to numerous risks, including volatility and illiquidity;
|
|
●
|
The price of our common stock may fluctuate significantly, and you could lose all or part of your investment;
|
|
●
|
The officers and directors of the Company have the ability to exercise significant influence over the Company;
|
|
●
|
Our business depends substantially on property owners and managers renewing their listings;
|
|
●
|
The market in which we participate is highly competitive, and we may be unable to compete successfully with our current or future competitors;
|
|
●
|
If we are unable to adapt to changes in technology, our business could be harmed;
|
|
●
|
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;
|
|
●
|
We have incurred significant losses to date and require additional capital
which may not be available on commercially acceptable terms, if at all; and
|
|
●
|
other risk factors included under or incorporated by reference in, “Risk Factors” above and under “Risk Factors” in any prospectus supplement and filings incorporated by reference herein and therein.
|
You should read this
prospectus and the prospectus supplement, those documents incorporated by reference herein and therein, and those documents which
we have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the
understanding that our actual future results may be materially different from any future results expressed or implied by these
forward-looking statements.
Forward-looking statements
speak only as of the date of this prospectus or the date of any document incorporated by reference in this prospectus, any prospectus
supplement or any free writing prospectus, as applicable. Except to the extent required by applicable law or regulation, we do
not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this prospectus,
any prospectus supplement or any free writing prospectus or to reflect the occurrence of unanticipated events.
You should also consider
carefully the statements under and incorporated by reference in “Risk Factors” in this prospectus, any prospectus
supplement, and other sections of this prospectus, and the documents we incorporate by reference or file as part of any prospectus
supplement or free writing prospectus, which address additional facts that could cause our actual results to differ from those
set forth in the forward-looking statements. We caution investors not to place significant reliance on the forward-looking statements
contained in this prospectus, any prospectus supplement, any free writing prospectus, and the documents we incorporate by reference.
We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information,
future developments or otherwise, except as otherwise required by law.
USE
OF PROCEEDS
Unless otherwise indicated
in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered in the prospectus
and any prospectus supplement for working capital and general corporate purposes. We may also use a portion of the net proceeds
to acquire or invest in businesses and assets that are complementary to our own. Pending the uses described above, we intend to
invest the net proceeds in short-term, interest bearing, investment-grade securities. The intended application of proceeds from
the sale of any particular offering of securities using this prospectus will be described in the accompanying prospectus supplement
relating to such offering. The precise amount and timing of the application of these proceeds will depend on our funding requirements
and the availability and costs of other funds.
DESCRIPTION
OF COMMON STOCK
We have 500,000,000 shares of authorized
common stock, $0.00001 par value per share. As of October 25, 2021, we had 95,236,484 shares of common stock outstanding (including 5,070,000
shares of common stock held by our wholly-owned subsidiary, NextBank International Inc.).
The following description
of our capital stock is a summary only and is subject to and qualified in its entirety by reference to the applicable provisions
of the Nevada Revised Statutes, and our charter and Bylaws, copies of which are incorporated by reference as exhibits to the registration
statement of which this prospectus forms a part. Please refer to the “Where
You Can Find More Information” section of this prospectus for directions on obtaining these documents. You should
refer to, and read this summary together with, our Articles of Incorporation, designations of preferred stock (if any) and
Bylaws, each as amended and restated from time to time, to review all of the terms of our capital stock. Our Articles of Incorporation
and amendments thereto are incorporated by reference as exhibits to the registration statement of which this prospectus is a part
and other reports incorporated by reference herein.
Common Stock
Voting Rights.
Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock do not possess any
cumulative voting rights.
Except for the election
of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders of a
majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled
to vote on the matter, unless otherwise required by applicable law, Nevada law, our Articles of Incorporation, as amended or Bylaws,
as amended. The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person
or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast,
even if less than a majority, will be elected. The rights, preferences and privileges of holders of common stock are subject to,
and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have designated, or may designate
and issue in the future.
Dividend Rights.
Each share of our common stock is entitled to equal dividends and distributions per share with respect to the common stock when,
as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock.
Liquidation and
Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro rata
on a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment
of preferential and other amounts, if any, payable on any outstanding preferred stock.
Fully Paid Status. All
outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable.
Other Matters.
No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor are any shares of
our common stock subject to redemption or convertible into other securities.
Anti-Takeover Provisions Under The Nevada
Revised Statutes
Certain provisions
of Nevada law, and our Articles of Incorporation and our Bylaws, each as amended and subject, where applicable as described below,
our opting out of certain provisions of Nevada law, contain provisions that could make the following transactions more difficult:
acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent
officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions
that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might
result in a premium over the market price for our shares.
These provisions, summarized
below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed
to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits
of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire
or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result
in an improvement of their terms.
Business Combinations
Sections 78.411 to 78.444 of
the Nevada revised statues (the “NRS”) prohibit a Nevada corporation from engaging in a “combination”
with an “interested stockholder” for three years following the date that such person becomes an interested stockholder
and place certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions,
an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including
stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement,
arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the
corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.
A Nevada corporation
may elect not to be governed by Sections 78.411 to 78.444 by a provision in its Articles of Incorporation.
We have such a provision in our Articles of Incorporation, as amended, pursuant to which we have elected to opt out of Sections
78.411 to 78.444; therefore, these sections do not apply to us.
Control Shares
Nevada law also
seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of
the NRS that an “acquiring person” shall only obtain voting rights in the “control shares”
purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring
person is one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth
or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the
acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The
statute covers not only the acquiring person but also any persons acting in association with the acquiring person. The Nevada
control share statutes apply to any corporation domiciled in Nevada that has 200 or more stockholders of record, at least 100
of whom have had addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately
preceding such date; and that does business in Nevada directly or through an affiliated corporation.
A Nevada corporation
may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We have no provision
in our Articles of Incorporation pursuant to which we have elected to opt out of Sections 78.378 to 78.3793;
therefore, these sections do not apply to us.
Removal of Directors
Section 78.335 of
the NRS provides that 2/3rds of the voting power of the issued and outstanding shares of the Company are required to remove a director
from office. As such, it may be more difficult for stockholders to remove directors due to the fact the NRS requires greater than
majority approval of the stockholders for such removal.
Undesignated Preferred Stock
The ability to authorize
undesignated preferred stock pursuant to our Articles of Incorporation, as amended, will make it possible for our board of directors
to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control
of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management
of the Company.
Transfer Agent
The transfer agent
for our common stock is Colonial Stock Transfer Co, Inc., 66 Exchange Place, 1st floor, Salt Lake City, Utah 84111.
Listing on the Nasdaq Capital Market
Our common stock
is quoted on the Nasdaq Capital Market under the symbol “NXTP.”
DESCRIPTION
OF PREFERRED STOCK
We have 100,000,000 shares
of authorized preferred stock, $0.00001 par value per share (“Preferred Stock”). As of October 25, 2021, we had no
shares of Series A Preferred Stock outstanding (with 3,000,000 shares designated), no shares of Series B Convertible Preferred Stock
outstanding (with 10,000,000 designated), no shares of Series B Convertible Preferred Stock outstanding (with 3,828,500 designated);
and no shares of Series D Convertible Preferred Stock outstanding (with 6,100,000 designated).
Series A Convertible Preferred Stock
The holders of record
of shares of Series A Preferred Stock are entitled to vote on all matters submitted to a vote of the stockholders of the Company
and are entitled to one hundred (100) votes for each share of Series A Preferred Stock. Each share of Series A Preferred Stock
is redeemable at $1.00 per share. The Series A Preferred Stock is entitled to a 10% annual dividend, payable as, when and if, declared
by the board of directors, payable on the first day of April, July, October and January.
Per the terms of the
Amended and Restated Certificate of Designations relating to the Series A Preferred Stock, subject to the availability of authorized
and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company:
|
●
|
elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of:
|
|
|
(a) $62.50 per share; or
|
|
|
(b) at the lowest price the Company has issued stock as part of a financing.
|
|
●
|
convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock.
|
In the event of any
liquidation, dissolution or winding up of this Company, either voluntary or involuntary (any of the foregoing, a “liquidation”),
holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets
of this Company to the holders of the common stock or any other series of preferred stock by reason of their ownership thereof
an amount per share equal to $1.00 for each share (as adjusted for any stock dividends, combinations or splits with respect to
such shares) of Series A Preferred Stock held by each such holder, plus the amount of accrued and unpaid dividends thereon
(whether or not declared) from the beginning of the dividend period in which the liquidation occurred to the date of liquidation.
Additionally, each holder of Series A Preferred Stock holds a security interest in substantially all of our assets in order to
secure our obligations in connection with such Series A Preferred Stock.
On July 9, 2013, the
Company amended the Certificate of Designations for the Company’s Series A Preferred Stock to allow for conversion into Series
C Preferred stock to grant to a holder of the Series A Preferred Stock the option to:
|
●
|
elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (which has since been withdrawn and is no longer designated), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financings such as new debt and equity financing and stock issuances as well as existing debt conversions into stock.
|
On February 28, 2014,
the Company’s Series A Preferred Stock stockholders agreed to authorize a change to the Certificate of Designations of the
Series A Preferred Stock to lock the conversion price to the lower of (a) a fixed price of $2.50 per share; and (b) the
lowest price the Company has issued stock as part of a financing after January 1, 2006.
Except for transfers
to family members, or trusts for the benefit of Series A Preferred Stock holders, no holder of Series A Preferred Stock is able
to transfer his/her/its shares of Series A Preferred Stock.
There are currently
no shares of Series A Preferred Stock issued or outstanding.
Series B Convertible Preferred Stock
The Company filed
a certificate of designation of its Series B Convertible Preferred Stock with the Secretary of State of Nevada on November 13,
2020, which was amended and restated by an amended and restated certificate of designation of its Series B Convertible Preferred
Stock, filed with the Secretary of State of Nevada on January 8, 2021 (as amended and restated, the “Series B Designation”).
The Series B Designation designated 10,000,000 shares of Series B Preferred Stock, $0.00001 par value per share (“Series
B Preferred Stock”). The Series B Preferred Stock has the following rights:
Dividend Rights.
The Series B Preferred Stock does not accrue dividends.
Liquidation Preference.
The Series B Designation provides that the Series B Preferred Stock has a liquidation preference which is (a) pari passu with
respect to the Company’s common stock and Series C Preferred Stock; and (b) junior to all current and future senior
indebtedness of the Company. If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company
will prior to or concurrently with the closing, effectuation or occurrence of any such action, pay the holders of the Series B
Preferred Stock, pari passu with the holders of the Series C Preferred Stock and common stock, an amount equal to $0.9272121
per share, or $9,272,121 in aggregate.
Conversion
Rights. Each share of Series B Preferred Stock was automatically convertible on the Approval Date (defined below), into
0.74177 shares of common stock. For the purposes of the following sentence:
|
●
|
“Approval Date” means the later of (a) the fifth business
day after the approval by the Company’s stockholders of the Axion Preferred Conversion (which has been approved to date);
(b) the business day that the Company has affected a reverse stock split of its outstanding common stock subsequent to
the approval by the Company’s stockholders of the issuance of shares of common stock upon the conversion of the Series
B Preferred Stock and Series C Preferred Stock of the Company, to the extent such reverse stock split is deemed necessary
by a Majority In Interest (defined below); (c) the date that Nasdaq has approved the continued listing of the Company’s
common stock on Nasdaq following the closing of the HotPlay Share Exchange; and (d) the closing of the HotPlay Share
Exchange.
|
|
|
|
|
●
|
“Majority In Interest” means holders holding a majority of the then
aggregate shares of Series B Preferred Stock issued and outstanding or the majority of the then aggregate shares of Series
C Preferred Stock issued and outstanding, depending on which class of preferred stock holders are approving such matter.
|
The Series B Preferred
Stock automatically converted into common stock of the Company on June 30, 2021, upon closing of the HotPlay Share Exchange.
Additionally, the
maximum number of shares of common stock to be issued in connection with the conversion of all of the outstanding shares of Series
B Preferred Stock and Series C Preferred Stock shares (and upon conversion or exercise of any other securities required to be
aggregated with the Series B Preferred Stock and Series C Preferred Stock shares pursuant to the applicable rules and requirements
of Nasdaq), cannot exceed such number of shares of common stock that would violate applicable listing rules of Nasdaq in the event
the Company’s stockholders do not approve the issuance of the common stock issuable in connection with such conversion.
Voting Rights.
The Series B Preferred Stock have no voting rights on general matters to come before the stockholders of the Company; however,
the Company is prohibited from undertaking any of the following actions without the approval of a Majority In Interest:
(a) Increasing
or decreasing (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock;
(b) Re-issuing
any shares of Series B Preferred Stock converted pursuant to the terms of the Series B Designation;
(c) Effecting
an exchange, reclassification, or cancellation of all or a part of the Series B Preferred Stock;
(d) Effecting
an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series B Preferred
Stock;
(e) Issuing
any shares of Series B Preferred Stock other than pursuant to the exchange agreement entered into between the Company and certain
shareholders and debt holders of Axion Ventures, Inc.;
(f) Altering
or changing the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares
of such series; or
(g) Amending
or waiving any provision of the Company’s articles of incorporation or bylaws relative to the Series B Preferred Stock so
as to affect adversely the shares of Series B Preferred Stock in any material respect as compared to holders of other series of
shares.
Redemption Rights.
The Series B Preferred Stock does not have any redemption rights.
Series C Convertible Preferred Stock
The Company filed
a certificate of designation of its Series C Convertible Preferred Stock with the Secretary of State of Nevada on November 13,
2020 (the “Series C Designation”). The Series C Designation, which was approved by the Board of Directors of
the Company on November 12, 2020, designates 3,828,500 shares of Series C Preferred Stock, $0.00001 par value per share of the
Company (“Series C Preferred Stock”). The Series C Preferred Stock has the following rights:
Dividend Rights.
The Series C Preferred Stock does not accrue dividends.
Liquidation Preference.
The Series C Designation provides that the Series C Preferred Stock has a liquidation preference which is (a) pari passu with
respect to the Company’s common stock and Series B Preferred Stock; and (b) junior to all current and future senior
indebtedness of the Company. If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company
will prior to or concurrently with the closing, effectuation or occurrence any such action, pay the holders of the Series C Preferred
Stock, pari passu with the holders of the Series B Preferred Stock and common stock, an amount equal to $2.00 per share, or $7,657,000
in aggregate.
Conversion Rights.
Each share of Series C Preferred Stock is automatically convertible on the Approval Date (defined and described above under “Series
B Convertible Preferred Stock”), into one share of common stock (adjustable for stock splits and similar recapitalizations).
The Series C Preferred
Stock automatically converted into common stock of the Company on June 30, 2021, upon closing of the HotPlay Share Exchange.
Additionally, the
maximum number of shares of common stock to be issued in connection with the conversion of all of the outstanding shares of Series
C Preferred Stock and Series B Preferred Stock shares (and upon conversion or exercise of any other securities required to be
aggregated with the Series C Preferred Stock and Series B Preferred Stock shares pursuant to the applicable rules and requirements
of Nasdaq), cannot exceed such number of shares of common stock that would violate applicable listing rules of Nasdaq in the event
the Company’s stockholders do not approve the issuance of the common stock issuable in connection with such conversion.
Voting Rights.
The Series C Preferred Stock have no voting rights on general matters to come before the stockholders of the Company; however,
the Company is prohibited from undertaking any of the following actions without the approval of a Majority In Interest:
(a) Increasing
or decreasing (other than by redemption or conversion) the total number of authorized shares of Series C Preferred Stock;
(b) Re-issuing
any shares of Series C Preferred Stock converted pursuant to the terms of the Series C Designation;
(c) Effecting
an exchange, reclassification, or cancellation of all or a part of the Series C Preferred Stock;
(d) Effecting
an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series C Preferred
Stock;
(e) Issuing
any shares of Series C Preferred Stock other than pursuant to the exchange agreement entered into between the Company and certain
shareholders and debt holders of Axion Ventures, Inc.;
(f) Altering
or changing the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares
of such series; or
(g) Amending
or waiving any provision of the Company’s articles of incorporation or bylaws relative to the Series C Preferred Stock so
as to affect adversely the shares of Series C Preferred Stock in any material respect as compared to holders of other series of
shares.
Redemption Rights.
The Series C Preferred Stock does not have any redemption rights.
Series D Convertible Preferred Stock
On July 21, 2021,
the Company designated Series D Convertible Preferred Stock (“Series D Preferred Stock”), by filing a Certificate
of Designation of such Series D Preferred Stock with the Secretary of State of Nevada (the “Series D Designation”). The
Series D Designation, which was approved by the Board of Directors of the Company on July 15, 2021, designated 6,100,000 shares
of Series D Preferred Stock, $0.00001 par value per share. The Series D Preferred Stock has the following rights:
Dividend
Rights. The Series D Preferred Stock does not accrue dividends.
Liquidation
Preference. The Series D Designation provides that the Series D Preferred Stock has a liquidation preference which is
(a) pari passu with respect to the Company’s common stock; and (b) junior to all current and future senior indebtedness
and securities of the Company. If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company
will prior to or concurrently with the closing, effectuation or occurrence of any such action, pay the holders of the Series D
Preferred Stock, pari passu with the holders of the common stock, an amount equal to the Liquidation Preference per share
of Series D Preferred Stock. The “Liquidation Preference” per share of the Series D Preferred Stock is equal
to $1.00 per share, or $6,100,000 in aggregate.
Conversion
Rights. Each share of Series D Preferred Stock is automatically convertible on the fifth business day after the date that
the shareholders of the Company, as required pursuant to applicable rules and regulations of Nasdaq, has approved the issuance
of the shares of common stock upon conversion of the Series D Preferred Stock, and such other matters as may be required by Nasdaq
or SEC rules and requirements to allow the conversion of the Series D Preferred Stock, into that number of shares of common stock
as equal the Conversion Rate multiplied by the then outstanding shares of Series D Preferred Stock. For the purposes of the following
sentence: “Conversion Rate” equals 0.44 shares of Company common stock for each share of Series D Preferred
Stock converted, which equals (i) the Liquidation Preference ($1.00 per share of Series D Preferred Stock), divided by (ii) $2.28,
the average of the closing sales prices for the Company’s common stock on the Nasdaq Capital Market for the 30 days prior
to July 15, 2021, rounded to the nearest hundredths place, subject to equitable adjustment for stock splits and combinations.
Voting Rights.
The Series D Preferred Stock have no voting rights on general matters to come before the shareholders of the Company; however,
the Company is prohibited from undertaking any of the following actions without the approval of a majority in interest of such
shares:
(a) Increasing
or decreasing (other than by redemption or conversion) the total number of authorized shares of Series D Preferred Stock;
(b) Re-issuing
any shares of Series D Preferred Stock converted pursuant to the terms of the Series D Designation;
(c) Effecting
an exchange, reclassification, or cancellation of all or a part of the Series D Preferred Stock;
(d) Effecting
an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series D
Preferred Stock;
(e) Issuing
any shares of Series D Preferred Stock other than pursuant to the Securities Purchase Agreement entered into between the Company
and David Ng, an individual, dated June 30, 2021;
(f) Altering
or changing the rights, preferences or privileges of the shares of Series D Preferred Stock so as to affect adversely the shares
of such series; or
(g) Amending
or waiving any provision of the Company’s Articles of Incorporation or Bylaws relative to the Series D Preferred Stock so
as to affect adversely the shares of Series D Preferred Stock in any material respect as compared to holders of other series of
shares.
Redemption
Rights. The Series D Preferred Stock does not have any redemption rights.
* * * * *
General
Shares of Preferred
Stock may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as
shall be determined by our Board of Directors (“Board of Directors”) prior to the issuance of any shares
thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative,
participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated
in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time
to time by the Board of Directors prior to the issuance of any shares thereof.
The Board may, from
time to time, increase the number of shares of any series of Preferred Stock already created by providing that any unissued shares
of Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding)
the number of shares of any series of any Preferred Stock already created providing that any unissued shares previously assigned
to such series shall no longer constitute a part thereof.
The powers, preferences
and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. A prospectus
supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus
supplement will include:
|
●
|
the title and stated or par value of the preferred stock;
|
|
●
|
the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
|
|
●
|
the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
|
|
●
|
whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
|
|
●
|
the provisions for a sinking fund, if any, for the preferred stock;
|
|
●
|
any voting rights of the preferred stock;
|
|
●
|
the provisions for redemption, if applicable, of the preferred stock and any restriction on the repurchase or redemption of shares by the Company while there is any arrearage in the payment of dividends or sinking fund installments;
|
|
●
|
any listing of the preferred stock on any securities exchange;
|
|
●
|
the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock or preferred stock, including the conversion price or the manner of calculating the conversion price and conversion period;
|
|
●
|
if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
|
|
●
|
any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
|
The terms, if any,
on which the preferred stock may be convertible into or exchangeable for our common stock or preferred stock will also be stated
in the prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder and/or at our option, and may include provisions pursuant to which the number of shares of our common stock or preferred
stock to be received by the holders of preferred stock would be subject to adjustment.
When we issue shares
of preferred stock, the shares will be fully paid and non-assessable, which means the full purchase price of the shares will have
been paid and holders of the shares will not be assessed any additional monies for the shares. Unless the applicable prospectus
supplement indicates otherwise, each series of the preferred stock will rank equally with any outstanding shares of our preferred
stock and each other series of the preferred stock. Unless the applicable prospectus supplement states otherwise, the preferred
stock will have no preemptive rights to subscribe for any additional securities which are issued by us, meaning, the holders of
shares of preferred stock will have no right to buy any portion of the issued securities.
In addition, unless
the applicable prospectus indicates otherwise, we will have the right to “reopen” a previous issue of a series
of preferred stock by issuing additional preferred stock of such series.
The transfer agent,
registrar, dividend disbursing agent and redemption agent for shares of each series of preferred stock will be named in the prospectus
supplement relating to such series.
DESCRIPTION
OF DEBT SECURITIES
We may issue debt securities
from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we
will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement.
The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context
requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms
of a particular series of debt securities.
We will issue the debt
securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified
under the Trust Indenture Act of 1939, as amended, or the “Trust Indenture Act.” We have filed the form of indenture
as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities
containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this
prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary
of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all
of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus
supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as
well as the complete indenture that contains the terms of the debt securities.
General
The indenture does
not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount
that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain
any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations,
financial condition or transactions involving us.
We may issue the debt
securities issued under the indenture as “discount securities,” which means they may be sold at a discount below
their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be
issued with “original issue discount,” or “OID,” for U.S. federal income tax purposes
because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations
applicable to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.
We will describe in
the applicable prospectus supplement the terms of the series of debt securities being offered, including:
|
●
|
the title and form of the debt securities;
|
|
●
|
any limit on the aggregate principal amount of the debt securities or the series of which they are a part;
|
|
●
|
the person to whom any interest on a debt security of the series will be paid;
|
|
●
|
the date or dates on which we must repay the principal;
|
|
●
|
the rate or rates at which the debt securities will bear interest;
|
|
●
|
the date or dates from which interest will accrue, and the dates on which we must pay interest;
|
|
●
|
the place or places where we must pay the principal and any premium or interest on the debt securities;
|
|
●
|
the terms and conditions on which we may redeem any debt security, if at all;
|
|
●
|
any obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so;
|
|
●
|
the denominations in which we may issue the debt securities;
|
|
●
|
the manner in which we will determine the amount of principal of or any premium or interest on the debt securities;
|
|
●
|
the currency in which we will pay the principal of and any premium or interest on the debt securities;
|
|
●
|
the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity;
|
|
●
|
the amount that will be deemed to be the principal amount for any purpose, including the principal amount that will be due and payable upon any maturity or that will be deemed to be outstanding as of any date;
|
|
●
|
if applicable, that the debt securities are defeasible and the terms of such defeasance;
|
|
●
|
if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, shares of our debt securities, common stock, or other securities or property;
|
|
●
|
whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;
|
|
●
|
the subordination provisions that will apply to any subordinated debt securities;
|
|
●
|
any addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable;
|
|
●
|
any addition to or change in the covenants in the indentures; and
|
|
●
|
any other terms of the debt securities not inconsistent with the applicable indentures.
|
We may sell the debt
securities at a substantial discount below their stated principal amount. We will describe U.S. federal income tax considerations,
if any, applicable to debt securities sold at an original issue discount in the prospectus supplement. An “original issue
discount security” is any debt security sold for less than its face value, and which provides that the holder cannot
receive the full face value if maturity is accelerated. The prospectus supplement relating to any original issue discount securities
will describe the particular provisions relating to acceleration of the maturity upon the occurrence of an event of default. In
addition, we will describe U.S. federal income tax or other considerations applicable to any debt securities that are denominated
in a currency or unit other than U.S. dollars in the prospectus supplement.
Conversion and Exchange Rights
We will set forth in
the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common
stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or
exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of
shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to
adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant
that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all
of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indenture or the
debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other securities or securities
of other entities, we or the person with whom we consolidate or merge or to whom we sell all of our property must make provisions
for the conversion of the debt securities into securities that the holders of the debt securities would have received if they had
converted the debt securities before the consolidation, merger or sale.
Events of Default Under the Indenture
Unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the
indenture with respect to any series of debt securities that we may issue:
|
●
|
if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;
|
|
●
|
if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;
|
|
●
|
if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
|
|
●
|
if specified events of bankruptcy, insolvency or reorganization occur.
|
If an event of default
with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet
point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that
series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of,
premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet
point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then
outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority
in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect
to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest,
unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event
of default.
Subject to the terms
of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation
to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable
series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal
amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect
to the debt securities of that series, provided that:
|
●
|
the direction so given by the holder is not in conflict with any law or the applicable indenture; and
|
|
●
|
subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
|
A holder of the debt
securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee,
or to seek other remedies only if:
|
●
|
the holder has given written notice to the trustee of a continuing event of default with respect to that series;
|
|
●
|
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and
|
|
●
|
the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
|
These limitations do
not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or
interest on, the debt securities.
We will periodically
file statements with the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee
may change an indenture without the consent of any holders with respect to specific matters:
|
●
|
to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
|
|
●
|
to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale”;
|
|
●
|
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
|
|
●
|
to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
|
|
●
|
to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
|
|
●
|
to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
|
|
●
|
to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
|
|
●
|
to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
|
|
●
|
to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
|
In addition, under
the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent
of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected.
However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and
the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
|
●
|
extending the fixed maturity of any debt securities of any series;
|
|
●
|
reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or
|
|
●
|
reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
|
Discharge
Each indenture provides
that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified
obligations, including obligations to:
|
●
|
register the transfer or exchange of debt securities of the series;
|
|
●
|
replace stolen, lost or mutilated debt securities of the series;
|
|
●
|
pay principal of and premium and interest on any debt securities of the series;
|
|
●
|
maintain paying agencies;
|
|
●
|
hold monies for payment in trust;
|
|
●
|
recover excess money held by the trustee;
|
|
●
|
compensate and indemnify the trustee; and
|
|
●
|
appoint any successor trustee.
|
In order to exercise
our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal
of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt
securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company, or “DTC,” or another depositary named by us and identified in a prospectus supplement
with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description
of such terms will be set forth in the applicable prospectus supplement.
At the option of the
holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus
supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms
of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders
of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that
the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but
we may require payment of any taxes or other governmental charges.
We will name in the
applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem
the debt securities of any series, we will not be required to:
|
●
|
issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
|
|
●
|
register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
|
Information Concerning the Trustee
The trustee, other
than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as
are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same
degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise
indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment
date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We will pay principal
of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by
us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the
debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular
series.
All money we pay to
a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains
unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and
the holder of the debt security thereafter may look only to us for payment thereof.
Defeasance
To the extent stated
in the prospectus supplement, we may elect to apply the provisions in the indentures relating to defeasance and discharge of indebtedness,
or to defeasance of restrictive covenants, to the debt securities of any series. The indentures provide that, upon satisfaction
of the requirements described below, we may terminate all of our obligations under the debt securities of any series and the applicable
indenture, known as legal defeasance, other than our obligation:
|
●
|
to maintain a registrar and paying agent and hold monies for payment in trust;
|
|
●
|
to register the transfer or exchange of the notes; and
|
|
●
|
to replace mutilated, destroyed, lost or stolen notes.
|
In addition, we may
terminate our obligation to comply with any restrictive covenants under the debt securities of any series or the applicable indenture,
known as covenant defeasance.
We may exercise our
legal defeasance option even if we have previously exercised our covenant defeasance option. If we exercise either defeasance
option, payment of the notes may not be accelerated because of the occurrence of events of default.
To exercise either
defeasance option as to debt securities of any series, we must irrevocably deposit in trust with the trustee money and/or obligations
backed by the full faith and credit of the United States that will provide money in an amount sufficient in the written opinion
of a nationally recognized firm of independent public accountants to pay the principal of, premium, if any, and each installment
of interest on the debt securities. We may only establish this trust if, among other things:
|
●
|
no event of default shall have occurred or be continuing;
|
|
●
|
in the case of legal defeasance, we have delivered to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the opinion of our counsel, provides that holders of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
|
|
●
|
in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the debt securities will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and
|
|
●
|
we satisfy other customary conditions precedent described in the applicable indenture.
|
Notices
We will mail notices
to holders of debt securities as indicated in the prospectus supplement.
Title
We may treat the person
in whose name a debt security is registered as the absolute owner, whether or not such debt security may be overdue, for the purpose
of making payment and for all other purposes.
Governing Law
The indenture and the
debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that
the Trust Indenture Act is applicable.
DESCRIPTION
OF WARRANTS
General
The following description,
together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses,
summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants
to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently
or in combination with common stock, preferred stock or debt securities, or as a part of units, offered by any prospectus supplement.
While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will
describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description
of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement.
The applicable prospectus supplement for a particular series of warrants may specify different or additional terms.
We will file as exhibits
to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with
the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that describe the terms of the
particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following
summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all
the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental
agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable
prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable,
and any supplemental agreements, that contain the terms of the warrants.
The prospectus supplement
relating to a particular series of warrants to purchase our common stock or preferred stock will describe the terms of the warrants,
including the following:
|
●
|
the title of the warrants;
|
|
●
|
the offering price for the warrants, if any;
|
|
●
|
the aggregate number of the warrants;
|
|
●
|
the designation and terms of the common stock, preferred stock or debt securities that may be purchased upon exercise of the warrants;
|
|
●
|
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security;
|
|
●
|
if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
|
|
●
|
the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;
|
|
●
|
the dates on which the right to exercise the warrants shall commence and expire;
|
|
●
|
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
|
|
●
|
the currency or currency units in which the offering price, if any, and the exercise price are payable;
|
|
●
|
if applicable, a discussion of material U.S. federal income tax considerations;
|
|
●
|
the anti-dilution provisions of the warrants, if any;
|
|
●
|
the redemption or call provisions, if any, applicable to the warrants;
|
|
●
|
any provisions with respect to a holder’s right to require us to repurchase the warrants upon a change in control; and
|
|
●
|
any additional material terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.
|
Holders of warrants
will not be entitled to:
|
●
|
vote, consent or receive dividends;
|
|
●
|
receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or
|
|
●
|
exercise any rights as stockholders of the Company.
|
Exercise of Warrants
Each warrant will entitle
the holder to purchase the securities that we specify in the applicable prospectus supplement or free writing prospectus at the
exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus
supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that
we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants
will become void.
Holders of the warrants
may exercise the warrants by delivering the warrant or warrant certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the warrant agent, if applicable, in immediately available funds, as provided
in the applicable prospectus supplement. We will set forth on the reverse side of any warrant certificate and in the applicable
prospectus supplement the information that the holder of the warrant will be required to deliver to any warrant agent.
Upon receipt of the
required payment and any warrant certificate properly completed and duly executed at the corporate trust office of any warrant
agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented by a warrant certificate are exercised, then we will issue a
new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders
of the warrants may surrender securities as all or part of the exercise price for warrants.
Enforceability of Rights by Holders
of Warrants
Each warrant agent,
if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue
of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement
or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us.
Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
Amendments and Supplements to Warrant
Agreements
We and the relevant
warrant agent may, with the consent of the holders of at least a majority in number of the outstanding unexercised warrants affected,
modify or amend the warrant agreement and the terms of the warrants. However, the warrant agreements may be amended or supplemented
without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions
of the warrants and that do not adversely affect the interests of the holders of the warrants. Notwithstanding the foregoing, no
such modification or amendment may, without the consent of the holders of each warrant affected:
|
●
|
reduce the amount receivable upon exercise, cancellation or expiration;
|
|
●
|
shorten the period of time during which the warrants may be exercised;
|
|
●
|
otherwise materially and adversely affect the exercise rights of the beneficial owners of the warrants; or
|
|
●
|
reduce the percentage of outstanding warrants whose holders must consent to modification or amendment of the applicable warrant agreement or the terms of the warrants.
|
Anti-dilution and Other Adjustments
Unless otherwise indicated
in the applicable prospectus supplement, the exercise price of, and the number of shares of common stock covered by a warrant,
are subject to adjustment in certain events, including:
|
●
|
the issuance of common stock as a dividend or distribution on the common stock;
|
|
●
|
subdivisions and combinations of the common stock (or as applicable to warrants to purchase preferred stock and the preferred stock);
|
|
●
|
the issuance to all holders of common stock of capital stock rights entitling them to subscribe for or purchase common stock within 45 days after the date fixed for the determination of the stockholders entitled to receive such capital stock rights, at less than the current market price; and
|
|
●
|
the distribution to all holders of common stock of evidence of our indebtedness or assets (excluding certain cash dividends and distributions described below) or rights or warrants (excluding those referred to above).
|
We may, in lieu of making
any adjustment in the exercise price of, and the number of shares of common stock covered by, a warrant, make proper provision
so that each holder of such warrant who exercises such warrant (or any portion thereof):
|
●
|
before the record date for such distribution of separate certificates, shall be entitled to receive upon such exercise, shares of common stock issued with capital stock rights; and
|
|
●
|
after such record date and prior to the expiration, redemption or termination of such capital stock rights, shall be entitled to receive upon such exercise, in addition to the shares of common stock issuable upon such exercise, the same number of such capital stock rights as would a holder of the number of shares of common stock that such warrants so exercised would have entitled the holder thereof to acquire in accordance with the terms and provisions applicable to the capital stock rights if such warrant was exercised immediately prior to the record date for such distribution.
|
Common stock owned by
or held for our account or for the account of any of our majority owned subsidiaries will not be deemed outstanding for the purpose
of any adjustment.
No adjustment in the
exercise price of, and the number of shares of common stock covered by, a warrant will be made for regular quarterly or other periodic
or recurring cash dividends or distributions of cash dividends or distributions to the extent paid from retained earnings. Except
as stated above, the exercise price of, and the number of shares of common stock covered by, a warrant will not be adjusted for
the issuance of common stock or any securities convertible into or exchangeable for common stock, or securities carrying the right
to purchase any of the foregoing.
In the case of a reclassification
or change of the common stock, a consolidation or merger involving us or sale or conveyance to another corporation of our property
and assets as an entirety or substantially as an entirety, in each case as a result of which holders of our common stock shall
be entitled to receive stock, securities, other property or assets (including cash) with respect to or in exchange for such
common stock, the holders of the warrants then outstanding will be entitled thereafter to convert such warrants into the kind and
number of shares of stock and amount of other securities or property which they would have received upon such reclassification,
change, consolidation, merger, sale or conveyance had such warrants been exercised immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the warrants and warrant agreements will be governed by and construed in accordance with
the laws of the State of Florida.
DESCRIPTION
OF UNITS
We may issue, in one
more series, units consisting of common stock, preferred stock, debt securities and/or warrants for the purchase of common stock,
preferred stock and/or debt securities in any combination in such amounts and in such numerous distinct series as we determine.
While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe
the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered
under a prospectus supplement may differ from the terms described below.
We will file as exhibits
to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with
the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements,
before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject
to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable
to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of
units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete unit agreement
and any supplemental agreements that contain the terms of the units.
Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in
the applicable prospectus supplement the terms of the series of units being offered, including:
|
●
|
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
|
|
●
|
any provisions of the governing unit agreement that differ from those described below; and
|
|
●
|
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
|
The provisions described
in this section, as well as those described under “Description
of Common Stock,” “Description
of Preferred Stock”, “Description
of Debt Securities” and “Description
of Warrants” will apply to each unit and to any common stock, preferred stock, debt security, or warrant included
in each unit, respectively.
Each unit agent will
act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust
with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent
will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty
or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without
the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder
under any security included in the unit.
We, and any unit agent
and any of their agents, may treat the registered holder of any unit certificate as an absolute owner of the units evidenced by
that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite
any notice to the contrary.
Issuance in Series
We may issue units in
such amounts and in as many distinct series as we wish. This section summarizes terms of the units that apply generally to all
series. Most of the financial and other specific terms of a particular series will be described in the prospectus supplement.
Governing Law
Unless we provide otherwise
in the applicable prospectus supplement, the units and unit agreements will be governed by and construed in accordance with the
laws of the State of Florida.
LEGAL
OWNERSHIP OF SECURITIES
We can issue securities
in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer
to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary or
warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders
of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not
registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders
are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities
in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by
one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other
financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are
referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose
name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered
in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the
depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes
along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they
are not obligated to do so under the terms of the securities.
As a result, investors
in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through
a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders,
of the securities.
Street Name Holders
We may terminate a global
security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names
or in “street name.” Securities held by an investor in street name would be registered in the name of a bank,
broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those
securities through an account he or she maintains at that institution.
For securities held
in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities
are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions
pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in
their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect
holders, not holders, of those securities.
Legal Holders
Our obligations, as
well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders
of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or
by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no
choice because we are issuing the securities only in global form.
For example, once we
make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder
is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event,
we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact
the indirect holders is up to the holders.
Special Considerations For Indirect
Holders
If you hold securities
through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your
own institution to find out:
|
●
|
the performance of third-party service providers;
|
|
●
|
how it handles securities payments and notices;
|
|
●
|
whether it imposes fees or charges;
|
|
●
|
how it would handle a request for the holders’ consent, if ever required;
|
|
●
|
whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
|
|
●
|
how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
|
|
●
|
if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
|
Global Securities
A global security is
a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented
by the same global securities will have the same terms.
Each security issued
in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution
or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify
otherwise in the applicable prospectus supplement, DTC will be the depositary for all securities issued in book-entry form.
A global security may
not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless
special termination situations arise. We describe those situations below under the section entitled “Special
Situations When a Global Security Will Be Terminated” in this prospectus. As a result of these arrangements, the
depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and
investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of
an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution
that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only
an indirect holder of a beneficial interest in the global security.
If the prospectus supplement
for a particular security indicates that the security will be issued in global form only, then the security will be represented
by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities
through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing
system.
Special Considerations For Global Securities
The rights of an indirect
holder relating to a global security will be governed by the account rules of the investor’s financial institution and of
the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of
securities and instead deal only with the depositary that holds the global security.
If securities are issued
only in the form of a global security, an investor should be aware of the following:
|
●
|
an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
|
|
●
|
an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;
|
|
●
|
an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
|
|
●
|
an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
|
|
●
|
the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security;
|
|
●
|
we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security, nor do we or any applicable trustee supervise the depositary in any way;
|
|
●
|
the depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well;
|
|
●
|
financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities; and
|
|
●
|
There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
|
Special Situations When a Global Security
Will Be Terminated
In a few special situations
described below, the global security will terminate and interests in it will be exchanged for physical certificates representing
those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor.
Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own
name, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless we provide otherwise
in the applicable prospectus supplement, the global security will terminate when the following special situations occur:
|
●
|
if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
|
|
●
|
if we notify any applicable trustee that we wish to terminate that global security; or
|
|
●
|
if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
|
The applicable prospectus
supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or
any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN
OF DISTRIBUTION
We may sell the securities
offered by this prospectus in any one or more of the following ways from time to time:
|
●
|
directly to investors, including through a specific bidding, auction or other process or in privately negotiated transactions;
|
|
●
|
to investors through agents;
|
|
●
|
to or through brokers or dealers;
|
|
●
|
to the public through underwriting syndicates led by one or more managing underwriters;
|
|
●
|
to one or more underwriters acting alone for resale to investors or to the public;
|
|
●
|
through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
through agents on a best-efforts basis; and
|
|
●
|
through a combination of any such methods of sale.
|
We may also sell the
securities offered by this prospectus in “at the market offerings” within the meaning of Rule 415(a)(4) of
the Securities Act (including as discussed in greater detail below).
Sales may be affected
in transactions:
|
●
|
on any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale, including the Nasdaq Capital Market in the case of shares of our common
stock;
|
|
●
|
in the over-the-counter market;
|
|
●
|
in transactions otherwise than on such exchanges or services or in the over-the-counter market;
|
|
●
|
through the writing of options; or
|
|
●
|
through the settlement of short sales.
|
We will provide in the
applicable prospectus supplement the terms of the offering and the method of distribution and will identify any firms acting as
underwriters, dealers or agents in connection with the offering, including:
|
●
|
the name or names of any underwriters, dealers or agents;
|
|
●
|
the amount of securities underwritten;
|
|
●
|
the purchase price of the securities and the proceeds to us from the sale;
|
|
●
|
any over-allotment options under which underwriters may purchase additional securities from us;
|
|
●
|
any underwriting discounts and other items constituting compensation to underwriters, dealers or agents;
|
|
●
|
any public offering price;
|
|
●
|
any discounts or concessions allowed or reallowed or paid to dealers;
|
|
●
|
any material relationships between the underwriters and the Company; and
|
|
●
|
any securities exchange or market on which the securities offered in the prospectus supplement may be listed.
|
In connection with the
sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter
in the form of underwriting discounts or commissions.
Any underwritten offering
may be on a best-efforts or a firm commitment basis. Underwriters, dealers and agents participating in the securities distribution
may be deemed to be underwriters, and any discounts and commissions they receive and any profit they realize on the resale of the
securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters and their controlling
persons, dealers and agents may be entitled, under agreements entered into with us, to indemnification against and contribution
toward specific civil liabilities, including liabilities under the Securities Act.
The distribution of
the securities may be affected from time to time in one or more transactions at a fixed price or prices, which may be changed,
at varying prices determined at the time of sale, or at prices determined as the applicable prospectus supplement specifies.
In connection with the
sale of the securities, underwriters, dealers or agents may be deemed to have received compensation from us in the form of underwriting
discounts or commissions and also may receive commissions from securities purchasers for whom they may act as agent. Underwriters
may sell the securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or commissions from the purchasers for whom they may act as agent.
Unless otherwise
specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market,
other than shares of common stock of the Company, which are listed on the Nasdaq Capital Market. Any common stock sold pursuant
to a prospectus supplement will be listed on the Nasdaq Capital Market, subject to official notice of issuance and where applicable,
subject to the requirements of the Nasdaq Capital Market (which generally require stockholder approval for any transactions which
would result in the issuance of more than 20% of our then outstanding shares of common stock or voting rights representing over
20% of our then outstanding shares of stock). We may elect to list any series of debt securities or preferred stock, on an exchange,
but we are not obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of, or the trading market for, any offered securities.
In connection with an
offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing
transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater
number of securities than they are required to purchase in an offering. Stabilizing transactions consist of bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress. The
underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter
in stabilizing or short-covering transactions. These activities by the underwriters may stabilize, maintain or otherwise affect
the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might
exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. Underwriters
may engage in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more
securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short
position by purchasing the securities in the open market.
Underwriters, dealers
or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions
with and perform services for, us or our affiliates in the ordinary course of business for which they may have received or receive
customary fees and reimbursement of expenses.
We may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement so indicates, in connection with any derivative transaction, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified
in the applicable prospectus supplement or a post-effective amendment to the registration statement of which this prospectus is
a part. In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may
sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short
position to investors in our securities or in connection with a concurrent offering of other securities.
The specific terms of
any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The underwriters, dealers
and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive
compensation.
Selling stockholders
also may resell all or a portion of the securities in open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of that rule.
At-the-Market Offerings
Upon written instruction
from us, a sales agent party to a distribution agency agreement with us will use its commercially reasonable efforts to sell on
our behalf, as our agent, the shares of common stock offered as agreed upon by us and the sales agent. We will designate the maximum
amount of shares of common stock to be sold through the sales agent, on a daily basis or otherwise as we and the sales agent agree.
Subject to the terms and conditions of the applicable distribution agency agreement, the sales agent will use its commercially
reasonable efforts to sell, as our sales agent and on our behalf, all of the designated shares of common stock. We may instruct
the sales agent not to sell shares of common stock if the sales cannot be affected at or above the price designated by us in any
such instruction. We may suspend the offering of shares of common stock under any distribution agency agreement by notifying the
sales agent. Likewise, the sales agent may suspend the offering of shares of common stock under the applicable distribution agency
agreement by notifying us of such suspension.
We also may sell shares
to the sales agent as principal for its own account at a price agreed upon at the time of sale. If we sell shares to the sales
agent as principal, we will enter into a separate agreement setting forth the terms of such transaction.
The offering of common
stock pursuant to a distribution agency agreement will terminate upon the earlier of (1) the sale of all shares of common
stock subject to the distribution agency agreement or (2) the termination of the distribution agency agreement by us or by
the sales agent.
Sales agents under our
distribution agency agreements may make sales in privately negotiated transactions and/or any other method permitted by law, including
sales deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act,
sales made directly on the Nasdaq Capital Market, the existing trading market for our common stock, or sales made to or through
a market maker other than on an exchange. The name of any such underwriter or agent involved in the offer and sale of our common
stock, the amounts underwritten, and the nature of its obligations to take our common stock will be described in the applicable
prospectus supplement.
PROSPECTUS
SUPPLEMENTS
This prospectus provides
you with a general description of the proposed offering of our securities. Each time that we sell securities under this prospectus,
we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus
supplement may add to, update, or change information contained in this prospectus and should be read as superseding this prospectus.
You should read both this prospectus, any prospectus supplement and any free writing prospectus, together with additional information
described under the heading “Where
You Can Find More Information.”
The prospectus supplement
will describe the terms of any offering of securities, including the offering price to the public in that offering, the purchase
price and net proceeds of that offering, and the other specific terms related to that offering of securities.
LEGAL
MATTERS
The validity of the
securities offered by this prospectus has been passed upon for us by The McGeary Law Firm, P.C., Bedford, Texas. Additional legal
matters may be passed upon for us, any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated balance
sheets of the Company as of February 28, 2021, and the related consolidated statements of operations, stockholders’ equity,
and cash flows for the years then ended, appearing in the Company’s Annual Report on Form 10-K for the year ended February
28, 2021, have been audited by TPS Thayer, LLC, as set forth in their report thereon, and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of
such firm as an expert in accounting and auditing.
The consolidated balance
sheets of the Company as of February 29, 2020 and February 28, 2019, and the related consolidated statements of operations, stockholders’
equity, and cash flows for the years then ended, appearing in the Company’s Annual Report on Form 10-K for the year ended
February 29, 2020 and February 28, 2019, have been audited by Thayer O’Neal Company, LLC, as set forth in their report thereon,
and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as an expert in accounting and auditing.
The consolidated
balance sheet of HotPlay Enterprise Limited as of and for the period from March 6, 2020 (Inception) to February 28, 2021, and
the related consolidated statement of comprehensive loss, consolidated statement of changes in shareholders’ equity, and
consolidated statement of cash flows for the period from March 6, 2020 (Inception) to February 28, 2021, appearing in the Company’s
Current Report on Form 8-K/A (Amendment No. 1), filed with the SEC on September 8, 2021, have been audited by TPS Thayer, LLC,
as set forth in their report thereon, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the authority of such firm as an expert in accounting and auditing.
No expert or counsel
named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity
of the securities being registered or upon other legal matters in connection with the registration or offering of the securities
was employed on a contingency basis, or had, or is to receive, any interest, directly or indirectly, in our Company or any of our
parents or subsidiaries, nor was any such person connected with us or any of our parents or subsidiaries, if any, as a promoter,
managing or principal underwriter, voting trustee, director, officer, or employee.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly,
and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC like us. Our SEC filings are also available to the public from the SEC’s website at https://www.sec.gov.
This prospectus is
part of the registration statement and does not contain all of the information included in the registration statement. Whenever
a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete and, for a
copy of the contract or document, you should refer to the exhibits that are a part of the registration statement. You should rely
only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized
anyone to provide you with information different from that contained in this prospectus and any prospectus supplement. The securities
offered under this prospectus and any prospectus supplement are offered only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus and any prospectus supplement, is accurate only as of the date of this prospectus
and prospectus supplement, respectively, regardless of the time of delivery of this prospectus or any prospectus supplement, or
any sale of the securities.
This prospectus omits
some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information
and exhibits included in the registration statement for further information about us and the securities we are offering. Statements
in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with
the SEC are not intended to be comprehensive and are qualified by reference to these filings and documents. You should review the
complete document to evaluate these statements.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to
“incorporate by reference” into this prospectus and a prospectus supplement the information we file with it,
which means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus from the date on which we file that document. Any reports filed by us
with the SEC (i) on or after the date of filing of the registration statement of which this prospectus is a part and (ii) on
or after the date of this prospectus and before the termination of the offering of the securities by means of this prospectus will
automatically update and, where applicable, supersede information contained in this prospectus or incorporated by reference into
this prospectus.
We incorporate by reference
the documents listed below, all filings filed by us pursuant to the Exchange Act after the date of the registration statement of
which this prospectus forms a part, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act prior to the time that all securities covered by this prospectus have been sold; provided, however, that we are
not incorporating any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K:
|
●
|
Our Quarterly Report on Form
10-Q, for the fiscal quarter ended May
31, 2021, filed with the SEC on July 14, 2021; and our Quarterly Report on Form 10-Q, for the fiscal quarter ended August 31,
2021, filed with the SEC on October 20, 2021 and
|
|
●
|
Our Current Reports on Form 8-K and Form 8-K/A (other than information furnished
rather than filed) filed with the SEC on March
22, 2021, March
26, 2021, April
6, 2021, April
7, 2021, April
8, 2021, April
9, 2021, April
19, 2021, May
11, 2021, May
18, 2021, May
21, 2021, June
2, 2021, June
11, 2021, June
14, 2021, June
25, 2021, July 7, 2021,
July 7, 2021, July
9, 2021, July 27, 2021, August
23, 2021, July 27, 2021, August
23, 2021, August 25, 2021,
August 25, 2021, September
3, 2021, September 8,
2021, September 22, 2021,
September 24, 2021 October 4, 2021, and October 25, 2021;
|
|
●
|
Our Definitive Proxy Statements on Schedule 14A filed with the SEC on January 11, 2021 and March 4, 2021; and
|
|
|
|
|
●
|
The description of our common stock contained in our Registration Statement on Form S-1 (File No. 333-220619), as originally filed with the SEC on September 25, 2017, including any amendment or report filed for the purpose of updating such description.
|
These documents contain
important information about us, our business and our financial condition. You may request a copy of these filings (and the exhibits
thereto), at no cost, by writing or telephoning us at:
NextPlay Technologies, Inc.
1560 Sawgrass Corporate Parkway,
Suite 130
Sunrise, Florida 33323
Attn: Secretary
Phone: (954) 888-9779
Fax: (954) 888-9082
All documents filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act or the Exchange Act, excluding any information
in those documents that are deemed by the rules of the SEC to be furnished but not filed, after the date of this filing of this
prospectus and before the termination of this offering shall be deemed to be incorporated in this prospectus and to be a part hereof
from the date of the filing of such document. Any statement contained in a document incorporated by reference herein shall be deemed
to be modified or superseded for all purposes to the extent that a statement contained in this prospectus or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You will be deemed to have notice of all information incorporated by reference in this prospectus as if that information was included
in this prospectus.
Statements made in
this prospectus or in any document incorporated by reference in this prospectus as to the contents of any contract or other document
referred to herein or therein are not necessarily complete, and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the documents incorporated by reference, each such statement being qualified in all material
respects by such reference.
NEXTPLAY
TECHNOLOGIES, INC.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Units
PROSPECTUS
October 29,
2021
You should rely only on the information
contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in
this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus,
regardless of the time of the delivery of this prospectus or the sale of these securities.
NextPlay Technologies (NASDAQ:NXTP)
Historical Stock Chart
From Mar 2024 to Apr 2024
NextPlay Technologies (NASDAQ:NXTP)
Historical Stock Chart
From Apr 2023 to Apr 2024