NXTP NextPlay Technologies Inc

Item 5.07 Submission of Matters to a Vote of Security Holders

On October 19, 2022, NextPlay Technologies, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format. At the Annual Meeting, 46,447,226 of the Company’s 117,933,353 issued and outstanding shares of common stock entitled to vote, or approximately 39% as of the record date, August 22, 2022, were present or represented by proxy.

The proposals voted on at the Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 7, 2022, which information is incorporated by reference herein. The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: The Company’s stockholders elected ten directors, each to hold office until the Company’s next annual meeting of stockholders, or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:

Proposal No. 2: The Company’s stockholders ratified the appointment of TPS Thayer, LLC as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2023, as follows:

Proposal No. 3: The Company’s stockholders did not approve an amendment to the exercise price provisions of those warrants (the “Warrants”) issued in connection with a registered direct offering of the Company’s securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on November 1, 2021, and specifically to remove the $1.97 floor price (the “Floor Price”) of the Warrants such that the exercise price of the Warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants (the “Warrant Amendment”), as follows:

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Commission on November 3, 2021, the Company has agreed to hold a meeting of its stockholders every three months for so long as the Warrants remain outstanding to obtain stockholder approval of the Warrant Amendment.

Proposal No. 4: The Company’s stockholders voted to approve, on a non-binding advisory basis, the Company’s named executive officer compensation, as follows:

Proposal No. 5: The Company’s stockholders voted to authorize the Company’s board of directors (the “Board”) to adjourn the Annual Meeting, in the Board’s discretion, to permit the Company’s Board to solicit additional proxies in favor of the proposals voted on at the Annual Meeting, as follows:

The Board elected not to adjourn the Annual Meeting to a later date to solicit additional proxies in favor of the proposals voted on at the Annual Meeting.