NXTP NextPlay Technologies Inc

 

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): November 28, 2023

 

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, 4th Floor, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed in those Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2023, July 21, 2023 and October 23, 2023, by NextPlay Technologies, Inc. (the “Company”), on June 6, 2023, July 19, 2023 and October 18, 2023, respectively, the Company received notification letters (the “Nasdaq Notices”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended February 28, 2023 (the “Form 10-K”) and its Quarterly Reports on Form 10-Q for its fiscal quarters ended May 31, 2023 and August 31, 2023 (the “Form 10-Qs,” and together with the Form 10-K, the “Delinquent Reports”). Pursuant to the Nasdaq Notices, the Company was provided until November 27, 2023 (the “Compliance Deadline”) to file the Delinquent Reports with the Commission. The Nasdaq Notices further provided that in the event that the Company failed to file the Delinquent Reports with the Commission by the Compliance Deadline, Nasdaq would provide a written notification to the Company that its securities will be delisted.

 

The Company was unable to complete and file the Delinquent Reports by the Compliance Deadline.

 

On November 28, 2023, the Company received a new notification letter from the Listing Qualifications Department of Nasdaq (the “Delisting Notice”) notifying the Company that, as a result of the Company’s failure to file the Delinquent Reports by the Compliance Deadline and regain compliance with the Rule, the Staff has determined to delist the Company’s common stock from the Nasdaq Capital Market. Unless the Company submits an appeal and a hearing request appealing the delisting determination to Nasdaq by December 5, 2023, the Company’s common stock will be suspended at the opening of business on December 7, 3023 and will be delisted from the Nasdaq Capital Market.

 

The Company intends to submit an appeal of the Staff’s determination to a Hearings Panel, as well as a request to stay the suspension of its common stock pending the hearing date, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series, no later than the December 5, 2023 deadline. If the appeal and request for hearing is timely submitted, the suspension of the Company’s common stock will automatically be stayed fifteen days from the date of the appeal request. Nasdaq will notify the Company of its decision as to whether or not to further extend the stay pending the hearing date within fifteen days following the hearing request. No assurances can be provided that the Company will submit the appeal and hearing request by the December 5, 2023 deadline, or if it does, that the Commission will grant a say of the suspension of its common stock beyond the fifteen day automatic stay period. Furthermore, even if Nasdaq extends the stay, no assurances can be provided that the Company will obtain a favorable decision from the Nasdaq Hearings Panel, and/or that the Company will be able to regain or maintain compliance with the Nasdaq listing rules and continue the listing of its common stock on the Nasdaq Capital Market.

 

Item 7.01. Regulation FD Disclosure.

 

On December 4, 2023, the Company issued a press release regarding its receipt of the Delisting Notice. A copy of the foregoing press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

  

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

 

Forward Looking Statement.

 

The Company cautions you that statements included in this Current Report, including in Exhibit 99.1 attached hereto, that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other similar expressions. These statements are based on the Company’s current beliefs and expectations. These forward-looking statements include statements regarding the Company’s ability to successfully appeal the Staff’s delisting determination, or if it does, its ability to regain and maintain compliance with the listing standards of Nasdaq. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this Report due to the risks and uncertainties inherent in the Company’s business. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of uncertainties and risks that could significantly affect its current plans to file periodic reports with the Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes No obligation to revise or update this Report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1		Press Release, dated December 4, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

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: December 4, 2023	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

  

 

NextPlay Technologies Receives Notice from Nasdaq 

SUNRISE, FL – December 4, 2023 – NextPlay Technologies, Inc. (NASDAQ: NXTP) (the “Company”), NextPlay Technologies, Inc. (NASDAQ: NXTP) (the “Company”), a digital native ecosystem for finance, digital advertisers, and video gamers, was notified by the Listing Qualifications Department (the "Staff") on November 28, 2023, of The Nasdaq Stock Market LLC ("Nasdaq") stating that it did not comply with Listing Rule 5250(c), due to its failure to timely file its Form 10-K and Forms 10-Q for the periods ended February 28, May 31, and August 31, 2023, respectively (the “Delinquent Filings Rule”).

 

Unless the Company requests an appeal, trading of the Company’s securities will be suspended at the opening of business on December 7, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. 

 

Therefore, the company plans to request an appeal and has already made a payment for the appeal request and believes it can regain compliance within the time period prior to the hearing. 

There can be no assurance that the Company will regain compliance with Nasdaq Listing Rule 5250(c)(1) or maintain compliance with other Nasdaq listing requirements.

This announcement is made in compliance with Nasdaq Listing Rule 5250(b)(2).

About NextPlay Technologies

NextPlay Technologies, Inc. (Nasdaq: NXTP) is a technology solutions company offering games, in-game advertising, digital banking, and crypto-banking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies.

 

 

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of, and within the safe harbor provided by the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinions, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “intends,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. Factors that may cause such a difference include risks and uncertainties including, and not limited to, our need for additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern; our ability to file our Annual Report on Form 10-K for the fiscal year ended February 23, 2023 and/or our Quarterly Reports on Form 10-Q for the quarters ended May 31, 2023 and August 31, 2023 within the period provided by Nasdaq to do so; our ability to timely submit an acceptable updated Compliance Plan to regain compliance with the Nasdaq continued listing rules within the period provided by Nasdaq; whether Nasdaq will accept our updated Compliance Plan to regain compliance with the Nasdaq continued listing rules; our ability to timely file our subsequent periodic reports with the SEC; our ability to maintain the listing of our common stock on the Nasdaq Capital Market; current regulation governing digital currency activity is often unclear and is evolving; the future development and growth of digital currencies are subject to a variety of factors that are difficult to predict and evaluate, many of which are out of our control; the value of digital currency is volatile; amounts owed to us by third parties which may not be paid timely, if at all; certain amounts we owe under outstanding indebtedness which are secured by substantially all of our assets and penalties we may incur in connection therewith; the fact that we have significant indebtedness, which could adversely affect our business and financial condition; uncertainty and illiquidity in credit and capital markets which may impair our ability to obtain credit and financing on acceptable terms and may adversely affect the financial strength of our business partners; the officers and directors of NextPlay have the ability to exercise significant influence over the company; stockholders may be diluted significantly through our efforts to obtain financing, satisfy obligations and complete acquisitions through the issuance of additional shares of our common or preferred stock; if we are unable to adapt to changes in technology, our business could be harmed; if we do not adequately protect our intellectual property, our ability to compete could be impaired; unfavorable changes in, or interpretations of, government regulations or taxation of the evolving Internet and e-commerce industries which could harm our operating results; risks associated with the operations of, the business of, and the regulation of, Longroot and NextBank International (formerly IFEB); the markets in which we participate being highly competitive, and because of that we may be unable to compete successfully with our current or future competitors; our potential inability to adapt to changes in technology, which could harm our business; the volatility of our stock price; and that we have incurred significant losses to date and require additional capital which may not be available on commercially acceptable terms, if at all. More information about the risks and uncertainties faced by NextPlay are detailed from time to time in NextPlay’s periodic reports filed with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, under the headings “Risk Factors”. These reports are available at www.sec.gov. Other unknown or unpredictable factors also could have material adverse effects on the company’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made only as of the date hereof. The company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

SOURCE: NextPlay Technologies, Inc.

 

Company Contacts:

 

NextPlay Technologies, Inc.

Nithinan “Jess” Boonyawattanapisut

Chief Executive Officer

Email: nithinan.boonyawattanapisut@nextplaytechnologies.com or Nithinan@hotplay.games

 

 

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Cover	Nov. 28, 2023
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Document Period End Date	Nov. 28, 2023
Entity File Number	001-38402
Entity Registrant Name	NextPlay Technologies, Inc.
Entity Central Index Key	0001372183
Entity Tax Identification Number	26-3509845
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1560 Sawgrass Corporate Parkway
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Sunrise
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	NXTP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---