Current Report Filing (8-k)
July 25 2022 - 04:10PM
Edgar (US Regulatory)
0001372183 false 0001372183 2022-07-21
2022-07-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
July 21, 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 July 21, 2022, NextPlay Technologies, Inc. (the “Company”) held
a Special Meeting of its stockholders (the “Special Meeting”) in a
virtual format. At the Special Meeting, 47,750,144 of the Company’s
117,436,081 issued and outstanding shares of common stock entitled
to vote, or approximately 40.7% as of the record date, May 31,
2022, were present or represented by proxy.
The proposals voted on at the Special Meeting are more fully
described in the Definitive Proxy Statement on Schedule 14A filed
by the Company with the Securities and Exchange Commission (the
“Commission”) on June 10, 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 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 |
9,117,375 |
|
|
38,621,350 |
|
|
11,419 |
|
|
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. 2: The Company’s stockholders voted to
authorize the Company’s board of directors (the “Board”) to adjourn
the Special Meeting, in the Board’s discretion, to permit the
Company’s Board to solicit additional proxies in favor of the
proposals voted on at the Special Meeting, as follows:
Votes For |
|
Votes
Against
|
|
Abstentions
|
|
Broker Non-Votes |
44,313,779 |
|
|
3,425,899 |
|
|
10,466 |
|
|
0 |
The Board elected not to adjourn the Special Meeting to a later
date to solicit additional proxies in favor of Proposal No. 1 at
the Special Meeting.
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: July 25, 2022 |
By: |
/s/ Nithinan
Boonyawattanapisut |
|
|
Name: Nithinan Boonyawattanapisut
Title: Co-Chief Executive Officer |
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