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): May 2, 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 8.01 Other Events
On May 5, 2022, NextPlay Technologies, Inc. (the “Company”) issued a press release announcing the completion of the acquisition of certain assets from Fighter Base Publishing, Inc. (“FBP”) and Token IQ, Inc. (“TIQ”), both of which entities are owned and controlled by Mark Vange, the Company’s Chief Technology Officer. As previously disclosed in those Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 23, 2021 and August 25, 2021, the Company entered into Intellectual Property Purchase Agreements with FBP and TIQ on August 19, 2021, pursuant to which the Company agreed to issue shares of its common stock (as more specifically set forth below) to FBP and TIQ as consideration for the purchase of certain assets from such companies (the “Acquisitions”). Closing of both Acquisitions was contingent upon approval of the Company’s stockholders, which was obtained at the Special Meeting of Stockholders of the Company held on January 28, 2022, and certain other closing conditions.
The Acquisitions both closed on May 2, 2022, and pursuant to the terms of the respective Intellectual Property Purchase Agreements with FBP and TIQ, the Company issued FBP and TIQ 1,666,6667 and 1,250,000 shares of Company common stock, respectively.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Additional information regarding the Acquisitions, including the terms of the Intellectual Property Purchase Agreements with FBP and TIQ, is included in those Current Reports on Form 8-K filed by the Company with the Commission on August 23, 2021 and August 25, 2021 and the Definitive Schedule 14A Proxy Statement filed by the Company with the Commission on January 3, 2022.
Forward- Looking Statements
This Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond the Company’s control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties include risks described in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K filed with the Commission on June 8, 2021 and in its other filings with the Commission, including, without limitation, its reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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: May 5, 2022 | By: | /s/ Nithinan Boonyawattanapisut |
| | | Name: Nithinan Boonyawattanapisut
Title: Co-Chief Executive Officer |
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