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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