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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): December 9, 2021

 

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, SunriseFlorida   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 9, 2021, the Board of Directors (the “Board”) of NextPlay Technologies, Inc., a Nevada corporation (the “Company”), appointed Edward Terrence Gardner, Jr. as an independent director of the Company. Mr. Gardner will hold this position until the Company’s next annual meeting of shareholders or until his successor is elected and qualified, subject to his earlier death, resignation or removal.

 

There is no arrangement or understanding between Mr. Gardner and any other person pursuant to which Mr. Gardner was selected as a director of the Company. Other than the Company’s formal plan for compensating its directors for their services, there are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Mr. Gardner in connection with his appointment to the Board, nor are there any grants or awards made to Mr. Gardner in connection therewith. Mr. Gardner is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Item 7.01 Regulation FD Disclosure

 

On December 15, 2021, the Company issued a press release announcing the appointment of Mr. Gardner and Farooq Moosa as directors on the Company’s Board. Mr. Moosa was appointed as a director of the Company effective November 23, 2021, as previously disclosed in that Current Report on form 8-K filed by the Company on November 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

The information set forth under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Current Report shall not be deemed an admission as to the materiality of any information in this report on Current Report that is required to be disclosed solely to satisfy the requirements of Regulation FD.

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

     
99.1   Press Release, dated December 15, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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 15, 2021 By: /s/ William Kerby
    Name:  William Kerby
Co-Chief Executive Officer

 

 

2

 

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