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Washington, D.C. 20549 









Date of Report (Date of Earliest Event Reported): October 19, 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

(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

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 October 19, 2022, NextPlay Technologies, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, 46,447,226 of the Company’s 117,933,353 issued and outstanding shares of common stock entitled to vote, or approximately 39% as of the record date, August 22, 2022, were present or represented by proxy.


The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 7, 2022, which information is incorporated by reference herein. The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:


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






Votes For






Broker Non-Votes

Nithinan Boonyawattanapisut     42,265,411       3,240,905       940,910  
William Kerby     19,105,267       26,401,049       940,910  
Donald P. Monaco     19,143,497       26,362,819       940,910  
Athid Nanthawaroon     41,740,897       3,765,419       940,910  
Carmen L. Diges     21,675,160       23,831,156       940,910  
Komson Kaewkham     42,185,307       3,321,009       940,910  
Yoshihiro Obata     42,719,165       2,787,151       940,910  
Farooq Moosa     41,944,616       3,561,700       940,910  
Edward Terrence Gardner, Jr.     42,551,360       2,954,956       940,910  
Todd Bonner     42,192,618       3,313,698       940,910  


Proposal No. 2: The Company’s stockholders ratified the appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023, as follows:


Votes For    



    Abstentions     Broker Non-Votes  
  46,309,004       119,164       19,058       0  


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


Votes For    



    Abstentions     Broker Non-Votes  
  12,155,164       32,752,007       599,145       940,910  


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


Proposal No. 4: The Company’s stockholders voted to approve, on a non-binding advisory basis, the Company’s named executive officer compensation, as follows:



Votes For







    Broker Non-Votes  
  41,507,779       3,582,355       416,182       940,910  


Proposal No. 5: The Company’s stockholders voted to authorize the Company’s board of directors (the “Board”) to adjourn the Annual Meeting, in the Board’s discretion, to permit the Company’s Board to solicit additional proxies in favor of the proposals voted on at the Annual Meeting, as follows:



Votes For







    Broker Non-Votes  
  44,856,462       1,393,561       197,203       0  


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


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


Date: October 24, 2022 By: /s/ Nithinan Boonyawattanapisut
  Name:  Nithinan Boonyawattanapisut
  Title: Co-Chief Executive Officer



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