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): ~~August~~October 2118, 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))

☐	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 and July 21, 2023 by NextPlay Technologies, Inc. (the “Company”), on June 6, 2023 and July 19, 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 Report on Form 10-Q for its fiscal quarter ended May 31, 2023 (the “First 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.~~

~~The~~On October 18, 2023, the Company ~~submitted~~received ~~its~~a ~~plan~~notice (the to“New ~~regain~~Nasdaq Notice”) from Nasdaq indicating that, as a result of an additional delinquency in the timely filing of the Company’s Form 10-Q for the period ended August 31, 2023 (the “Second Form 10-Q”), as well as not having timely filed the First Form 10-Q and Form 10-K (together with the Second Form 10-Q, the “Regular Reports”) the Company remains out of compliance with the Rule towhich ~~Nasdaq~~requires ontimely ~~August~~filing 4,of ~~2023~~all required periodic financial reports with the Commission.

OnAs ~~August~~a ~~21,~~result ~~2023,~~of ~~Nasdaq~~this ~~notified~~additional ~~the~~delinquency ~~Company~~(i) ~~that~~any itadditional ~~has~~exceptions ~~granted~~from ~~the~~Nasdaq ~~Company an exception~~ to ~~enable~~allow the Company to regain compliance with the ~~Rule.~~Regular ~~Pursuant~~Reports, will be limited to a maximum of 180 calendar days from the ~~exception,~~due date of the ~~Company~~ ~~has~~Form ~~until~~10-K, or November 27, 2023 toand ~~file~~(ii) ~~both~~ the ~~10-K~~Company ~~and~~must ~~10-Q~~submit ~~with~~an ~~the~~update ~~Commission~~to inits ~~order~~original plan to regain compliance with ~~the~~respect ~~Rule.~~to If the ~~Company~~Rule ~~fails~~by tono ~~file~~later ~~the~~than ~~10-K~~November ~~and~~2, ~~10-Q~~2023. ~~with~~There ~~the~~can ~~Commission~~be byno ~~November~~assurance ~~27,~~that ~~2023,~~ Nasdaq will ~~provide~~accept the ~~written~~Company’s ~~notification~~updated plan to ~~the Company~~regain compliance or that ~~its~~the ~~securities~~Company will be ~~delisted.~~successful Atin ~~that~~implementing ~~time,~~its plan to regain compliance with the ~~Company~~Rule, ~~may~~by ~~appeal~~filing all the ~~Nasdaq~~Regular ~~staff’s~~Reports ~~determination~~with tothe aCommission, ~~Hearings Panel~~on ~~under~~or ~~Nasdaq~~before ~~Listing~~November ~~Rule~~27, ~~5815~~2023.

The ~~Company~~New ~~currently~~Nasdaq ~~intends~~Notice tohas ~~file~~no ~~its~~immediate ~~10-K~~impact ~~and~~on ~~10-Q~~the ~~before~~listing or trading of the ~~November~~Company’s ~~27,~~securities ~~2023~~on ~~deadline~~the Nasdaq exchange. ~~However,~~If ~~there~~the ~~can~~Company befails noto ~~assurance~~timely ~~that~~regain compliance with the Rule, the securities of the Company ~~will~~may be ~~successful~~subject into ~~implementing its~~delisting ~~plan~~from Nasdaq. If the Company fails to ~~regain~~file ~~compliance~~the ~~with~~Regular Reports with the ~~Nasdaq~~Commission ~~Listing~~by ~~Rules~~November 27, ~~including~~2023, ~~filing~~Nasdaq ~~both~~will ~~the~~provide ~~10-K~~a ~~and~~written ~~10-Q~~notification ~~with~~to the ~~Commission~~Company onthat orits ~~before~~securities will be delisted. At ~~November~~that 27time, ~~2023~~the Company may appeal the Nasdaq staff’s determination to a Hearings Panel under Nasdaq Listing Rule 5815.

Forward Looking Statement.

The Company 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. 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 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 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.

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: August 24, 2023	By:	/s/ Nithinan Boonyawattanapisut
Date: October 23, 2023	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Chief Executive Officer

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