UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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”).
On October 18, 2023, the Company received a notice (the “New 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 which requires timely filing of all required periodic financial reports with the Commission.
As a result of this additional delinquency (i) any additional exceptions from Nasdaq to allow the Company to regain compliance with the Regular Reports, will be limited to a maximum of 180 calendar days from the due date of the Form 10-K, or November 27, 2023 and (ii) the Company must submit an update to its original plan to regain compliance with respect to the Rule by no later than November 2, 2023. There can be no assurance that Nasdaq will accept the Company’s updated plan to regain compliance or that the Company will be successful in implementing its plan to regain compliance with the Rule, by filing all the Regular Reports with the Commission, on or before November 27, 2023.
The New Nasdaq Notice has no immediate impact on the listing or trading of the Company’s securities on the Nasdaq exchange. If the Company fails to timely regain compliance with the Rule, the securities of the Company may be subject to delisting from Nasdaq. If the Company fails to file the Regular Reports with the Commission by November 27, 2023, Nasdaq will provide a written notification to the Company that its securities will be delisted. At that time, 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 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.
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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: October 23, 2023 | By: | /s/ Nithinan Boonyawattanapisut | |
| Name: | Nithinan Boonyawattanapisut | ||
| Title: | Chief Executive Officer | ||
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