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): ~~October~~November 181, 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.

AsOn ~~previously~~November ~~disclosed in those Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on June 9~~1, 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 ~~letters~~ letter (the “~~Nasdaq Notices~~Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) ~~advising~~ notifying the Company that, itbecause ~~was~~the ~~not~~closing inbid ~~compliance~~price ~~with~~for ~~Nasdaq~~the Company’s ~~continued~~common stock ~~listing~~was ~~requirements~~below ~~under Nasdaq Listing Rule 5250(c)(~~$1).00 ~~(the “Rule”)~~per asshare afor ~~result~~30 ofconsecutive ~~its~~trading ~~failure~~days, tothe ~~timely~~Company ~~file~~is ~~its~~not ~~Annual~~currently ~~Report~~in oncompliance ~~Form~~with ~~10-K for~~ the ~~fiscal~~minimum ~~year~~bid ~~ended February 28, 2023~~price ~~(the~~requirement ~~“Form~~for ~~10-K”)~~continued ~~and~~listing ~~its~~on ~~Quarterly~~The ~~Report~~Nasdaq onCapital ~~Form~~Market, ~~10-Q~~as ~~for~~set ~~its~~forth ~~fiscal~~in ~~quarter~~Nasdaq ~~ended~~Marketplace ~~May~~Rule ~~31,~~5550(a)(2) ~~2023~~ (the “~~First~~Minimum Bid ~~Form~~Price ~~10-Q~~Requirement”).

OnThe ~~October~~notification ~~18,~~has ~~2023,~~No immediate ~~the Company received a notice~~effect ~~(the~~on ~~“New Nasdaq Notice”) from Nasdaq indicating that, as a result of an additional delinquency in~~ the ~~timely~~listing ~~filing~~ of the Company’s ~~Form~~common ~~10-Q~~stock ~~for~~on the ~~period~~Nasdaq ~~ended~~Capital ~~August 31~~Market, ~~2023 (the “Second Form 10-Q”)~~and, ~~as well as not having timely filed the First Form 10-Q and Form 10-K (together with the Second Form 10-Q~~therefore, the ~~“Regular Reports”) the~~ Company's listing remains ~~out~~fully ~~of compliance with the Rule which requires timely filing of all required periodic financial reports with the Commission~~effective.

AsIn aaccordance ~~result~~with ofNasdaq ~~this~~Marketplace ~~additional~~Rule ~~delinquency~~ 5810(ic)(3)(A), ~~any~~the ~~additional~~Company ~~exceptions~~has a period of 180 calendar days from ~~Nasdaq~~November to1, ~~allow~~2023, ~~the~~or ~~Company~~until April 29, 2024, to regain compliance with the ~~Regular~~Minimum ~~Reports,~~Bid Price ~~will~~Requirement. beIf ~~limited~~at toany atime ~~maximum of~~before ~~180~~April ~~calendar~~29, ~~days~~2024 ~~from~~ the ~~due~~closing ~~date~~bid price of the ~~Form~~Company’s ~~10-K,~~common stock closes at or ~~November~~above 27$1.00 per share for a minimum of 10 consecutive business days, ~~2023~~Nasdaq ~~and~~will ~~(ii)~~provide written notification that the Company ~~must~~has ~~submit~~achieved ancompliance with ~~update~~the toMinimum ~~its~~Bid ~~original plan~~Price toRequirement, ~~regain~~and ~~compliance~~the ~~with~~matter ~~respect~~would tobe resolved. If the ~~Rule~~Company bydoes nonot ~~later~~regain ~~than~~compliance ~~November~~during 2,the ~~2023.~~compliance period ~~There~~ending ~~can~~on beApril no29, ~~assurance~~2024, ~~that~~then Nasdaq ~~will~~may ~~accept~~ grant the Company’s ~~updated~~a ~~plan~~second 180 calendar day grace period to regain compliance, orprovided the ~~that~~Company (i) meets the ~~Company~~continued ~~will~~listing berequirement ~~successful~~for inmarket ~~implementing~~value ~~its~~of ~~plan~~publicly-held toshares ~~regain~~and ~~compliance~~all other initial listing standards ~~with~~for the ~~Rule,~~Nasdaq byCapital ~~filing~~Market, ~~all~~other than the ~~Regular~~minimum ~~Reports~~closing ~~with~~bid ~~the~~price ~~Commission~~requirement, onand or(ii) ~~before~~the ~~November~~Company ~~27,~~notifies ~~2023~~Nasdaq of its intent to cure the deficiency.

The ~~New~~Company ~~Nasdaq~~intends ~~Notice~~to ~~has~~continue noactively ~~immediate impact~~monitoring on the ~~listing~~closing orbid ~~trading~~price offor the Company’s ~~securities~~common onstock between now and April 29, 2024, and will consider available options to resolve the ~~Nasdaq~~deficiency ~~exchange~~and regain compliance with the Minimum Bid Price Requirement. If the Company ~~fails~~does tonot ~~timely~~ regain compliance ~~with~~ within the ~~Rule~~allotted compliance period, ~~the~~including ~~securities~~any ofextensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s ~~may~~common stock will be subject to delisting. ~~from~~The ~~Nasdaq.~~Company Ifwould ~~the~~then ~~Company~~be ~~fails~~entitled to ~~file~~appeal ~~the~~that ~~Regular~~determination ~~Reports~~to ~~with the~~a ~~Commission~~Nasdaq byhearings ~~November~~panel. ~~27,~~There can ~~2023,~~be ~~Nasdaq~~No assurance ~~will~~that ~~provide~~the aCompany ~~written~~will ~~notification~~regain tocompliance with the ~~Company~~Minimum ~~that~~Bid ~~its~~Price ~~securities~~Requirement ~~will~~during bethe ~~delisted.~~180 ~~At that~~day ~~time~~compliance period, ~~the~~secure ~~Company~~a ~~may~~second ~~appeal~~period ~~the~~of ~~Nasdaq~~180 ~~staff’s~~calendar ~~determination~~days to aregain ~~Hearings~~compliance, ~~Panel~~or ~~under~~maintain ~~Nasdaq~~compliance ~~Listing~~with ~~Rule~~the ~~5815~~other Nasdaq listing requirements.

~~Forward~~As ~~Looking~~previously ~~Statement~~disclosed in that Current Report on Form 8-K (the “Report”) filed by the company on October 23, 2023, the Company received Notice from Nasdaq advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Reporting Requirements”). The Company has submitted its plan to Nasdaq on November 2, 2023 to regain compliance with the Reporting Requirements. The Company has until November 27, 2023 to regain compliance with the Reporting Requirements. If the company fails to timely regain compliance with the Reporting Requirements, the securities of the Company may be subject to delisting from Nasdaq, upon written notification from Nasdaq . At that time, the Company may appeal the Nasdaq staff’s determination to a Hearings Panel under Nasdaq Listing Rule 5815.

~~The~~Forward ~~Company~~Looking ~~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~~Statement. 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 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.

1The 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 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~~1

~~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.~~ SIGNATURES

	NEXTPLAY TECHNOLOGIES, INC.
Date: October 23, 2023	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Chief Executive Officer

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: November 7, 2023	By:	/s/ Nithinan Boonyawattanapisut
		Name:	Nithinan Boonyawattanapisut
		Title:	Chief Executive Officer

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