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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): January 28, 2022

 

NextPlay Technologies, Inc.

(Exact name of Registrant as specified in its charter) 

 

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

 

1560 Sawgrass Corporate Parkway,

  Suite 130, Sunrise, Florida

  33323
(Address of principal executive offices)   (Zip Code) 

 

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

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Common Stock,

par value $0.00001 per share

  NXTP   The NASDAQ Stock Market LLC 

 

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

 

Emerging growth company

 

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

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On January 28, 2022, NextPlay Technologies, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) in a virtual format. At the Special Meeting, 45,133,448 of the Company’s 114,317,388 issued and outstanding shares of common stock entitled to vote, or approximately 39.5%, as of the record date, December 17, 2021, were present or represented by proxy.

 

The proposals voted on at the Special Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 3, 2022, which information is incorporated by reference herein. The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:

 

Proposal No. 1: The Company’s stockholders approved the issuance of 1,250,000 shares of the Company’s common stock as consideration for the purchase of certain intellectual property of Token IQ Inc., an entity owned and controlled by Mark Vange, the Company’s Chief Technology Officer, as follows:

 

 

Votes For

Votes

Against

 

Abstentions

Broker Non-Votes
42,179,196 2,917,291 36,961 0

 

Proposal No. 2: The Company’s stockholders approved the issuance of 1,666,667 shares of the Company’s common stock as consideration for the purchase of certain intellectual property of Fighter Base Publishing Inc., an entity owned and controlled by Mark Vange, the Company’s Chief Technology Officer, as follows:

 

 

Votes For

Votes

Against

 

Abstentions

Broker Non-Votes
41,363,072 3,733,415 36,961 0

 

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

 

 

Votes For

Votes

Against

 

Abstentions

Broker Non-Votes
14,461,866 30,538,084 133,498 0

 

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

 

Proposal No. 4: The Company’s stockholders did not authorize the adjournment of the Special Meeting to permit the Company’s board of directors to solicit additional proxies in favor of the proposals voted on at the Special Meeting, as follows:

 

 

Votes For

Votes

Against

 

Abstentions

Broker Non-Votes
18,559,734 26,498,341 75,373 0

 

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SIGNATURES

 

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

 

  NEXTPLAY TECHNOLOGIES, INC.
     
Date: January 31, 2022 By: /s/ Nithinan Boonyawattanapisut
    Name: Nithinan Boonyawattanapisut
Title: Co-Chief Executive Officer

 

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