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): ~~July~~August 1921, 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 ~~that~~those Current ~~Report~~Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2023 and July 21, 2023 by NextPlay Technologies, Inc. (the “Company”), on June 6, 2023 and July 19, 2023, respectively, the Company received a notification ~~letter~~ letters (the “~~Initial~~Nasdaq ~~Notice~~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 Report on Form 10-Q for its fiscal quarter ended May 31, 2023 (the “Form 10-Q”). The Notices required the Company to either file the delinquent Form 10-K and Form 10-Q with the Commission or submit a plan to regain compliance with the Rule to Nasdaq by August 7, 2023.

OnThe ~~July 19, 2023, the~~ Company ~~received~~submitted anits ~~additional notification~~plan ~~letter~~to ~~(the~~regain ~~“Additional Notice,” and together~~ compliance with the ~~Initial~~Rule ~~Notice,~~to ~~the “Notices”) from~~ Nasdaq ~~stating that, because the Company has not filed its Quarterly Report~~ on ~~Form~~August ~~10-Q for the quarter ended May 31~~4, 2023 ~~(the “Form 10-Q”), and because the Company remains delinquent in filing the Form 10-K, the Company remains noncompliant with the Rule~~.

~~Neither~~On ofAugust 21, 2023, Nasdaq notified the ~~Notices~~Company that ~~have~~it has granted the Company an ~~immediate~~exception ~~effect~~to enable the Company to regain compliance with the Rule. Pursuant to the exception, the onCompany has until November 27, 2023 to file both the ~~listing~~10-K ofand 10-Q with the Commission in order to regain compliance with the Rule. If the Company’s ~~common~~fails ~~stock~~to onfile the ~~Nasdaq~~10-K ~~Capital~~and ~~Market~~10-Q with the Commission by November 27, ~~and~~2023, ~~therefore~~Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the Nasdaq staff’s ~~listing~~determination ~~remains~~to ~~fully~~a Hearings ~~effective~~Panel under Nasdaq Listing Rule 5815.

The ~~Notices~~Company ~~require~~currently ~~the~~intends ~~Company~~ to ~~either~~ file ~~the~~ ~~delinquent~~its ~~Form~~ 10-K and ~~Form~~ 10-Q ~~with~~before the ~~Commission~~November ~~or submit a plan to regain compliance with the Rule by August 7~~27, 2023 deadline. ~~If Nasdaq accepts the Company’s plan~~However, ~~then~~there ~~Nasdaq~~can ~~may~~be ~~grant~~no anassurance ~~exception~~that ~~of up to 180 calendar days from~~ the ~~Form~~Company ~~10-K’s~~will ~~due~~be ~~date,~~successful orin implementing ~~until~~its ~~November~~plan ~~27, 2023,~~ to regain compliance. Ifwith ~~Nasdaq does not accept~~ the ~~Company’s~~Nasdaq ~~plan~~Listing Rules, ~~then~~including ~~the~~filing ~~Company~~both ~~will have~~ the ~~opportunity to~~10-K ~~appeal~~and ~~that~~10-Q ~~decision~~with tothe aCommission ~~Nasdaq~~on ~~Hearings~~or ~~Panel~~before November ~~under~~27, ~~Nasdaq Listing Rule 5815~~2023.

~~The~~Forward ~~Company~~Looking currently intends to submit a plan by August 7, 2023, the deadline, to Nasdaq that outlines, as definitively as possible, the steps the Company will take to promptly file the Form 10-K and the Form 10-Q and regain complianceStatement. If the Company does not regain compliance within the allotted compliance period, including any exception period that may be granted by Nasdaq after submission of a plan to regain compliance, if applicable, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Rule, secure an exception of 180 calendar days from the Form 10-K’s due date to regain compliance, or maintain compliance with other Nasdaq listing requirements.

~~Item~~The 7Company cautions you that statements included in this Current Report on Form 8-K (this “Report”) that are not a description of historical facts are forward-looking statements.01 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. ~~Regulation~~These FDstatements ~~Disclosure~~are based on the Company’s current beliefs and expectations. These forward-looking statements include statements regarding the Company’s 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, including the Company’s ability to regain and/or maintain compliance with the Rule, 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.

~~On July 21, 2023, the Company issued a press release regarding its receipt of the Additional 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.~~

This Current Report, including Exhibit 99.1, contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statementsSIGNATURES

~~The information set forth under Item 7.01 of this~~Pursuant ~~Current~~to ~~Report,~~the ~~including~~requirements ~~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~~registrant ~~Act”),~~has orduly ~~otherwise~~caused ~~subject to the liabilities of such section. The information in Item 7.01 of~~ this ~~Current~~report ~~Report,~~to ~~including Exhibit 99.1, shall not~~ be ~~incorporated~~signed byon ~~reference~~its ~~into any~~behalf ~~filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation~~ by ~~reference language in~~the ~~any~~undersigned ~~such~~hereunto ~~filing,~~duly ~~except as expressly set forth by specific reference in such a filing~~authorized. ~~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.~~

Item 9.01 Financial Statements and Exhibits

	NEXTPLAY TECHNOLOGIES, INC.

Date: August 24, 2023	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Chief Executive Officer

~~(d) Exhibits~~2

99.1		Press Release, dated July 21, 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: July 21, 2023	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Chief Executive Officer

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