NEXTPLAY TECHNOLOGIES, INC. Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in that certain Current Report on Form 8-K filed with
the
On
Following the Termination, also on
Following the Separation, the Company will continue to operate its remaining business units, including its HotPlay, NextFintech and NextBank lines of business and has retained its Media (Reinhart/Zappware) business.
In order to effectuate the Separation, the Company and NextTrip entered into a series of agreements which are described below.
Amended and Restated Separation Agreement
Concurrently with the execution of the Securities Exchange Agreement, the Company, NextTrip, Reinhart and TGS entered into a separation agreement to further document the separation of NextTrip and Reinhart from the Company and to assign, transfer and convey certain assets and liabilities held in NextTrip or the Company's name, respectively, to NextTrip or the Company, respectively, to allow for the separation of the businesses in the Securities Exchange Agreement at closing of the Transaction.
As a result of the Termination, the Separation Agreement by and among the above
parties was terminated. On
The Amended and Restated Separation Agreement terminates certain intercompany agreements and accounts by and between NextTrip and the Company, sets rights related to confidentiality, non-disclosure and maintenance of attorney-client privilege matters by and between NextTrip and the Company and also provides for a mutual release by and among the Company and NextTrip for all pre-closing claims between themselves and related officers, directors, affiliates, successors and assigns.
In addition, the Amended and Restated Separation Agreement provides for the
contribution by the Company of (i)
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Amended and Restated Operating Agreement
In connection with the Separation, NextTrip amended and restated its operating agreement (the "Amended and Restated Operating Agreement") to, among other things, designate and establish the rights, obligations and privileges of the Preferred Units, as more particularly described below, which Preferred Units were issued to the Company.
Voting
The Preferred Units are non-voting and no holder of Preferred Units, unless otherwise provided by law, is entitled to receive notice of and to attend meetings of members of NextTrip.
Dividends
No dividend or other distribution will be paid, declared or set apart for payment in respect of any NextTrip common units or units of any other class ranking junior to the Preferred Units in respect of dividends unless a dividend is paid or declared and set apart for payment in respect of each outstanding Preferred Unit in an amount at least equal to the product of (i) the amount of dividends paid, declared or set apart for each share of such other class (calculated on an as-converted to common units basis) and (ii) the number of shares into which each Preferred Unit is then convertible, prior to any such dividend being paid to common holders.
Liquidation
Upon the occurrence of a NextTrip liquidation event (dissolution,
merger/acquisition or sale or related transactions), the holders of Preferred
Units are entitled, in preference to the rights of holders of the common shares,
for Preferred Unit, an amount equal to the initial price of
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 1.01 of this Current Report on Form 8-K (this "Current Report") regarding the termination of the Share Exchange Agreement and Separation Agreement is incorporated by reference into this Item 1.02. The Forms of Amendment of Articles, Right of First Refusal and Distribution Agreement and Stock Escrow Agreement were to be entered at closing of the Transaction and thus are also effectively terminated in connection with the Termination.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Separation, effective
None of the resignations are the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
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Item 7.01 Regulation FD Disclosure
On
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 statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K ("Current Report"), including 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 Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. 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
(d) Exhibits 10.1 Amended and Restated Separation Agreement, dated as ofJanuary 25, 2023 , by and between the Company andNextTrip Group, LLC 10.2 Amended and Restated Operating Agreement ofNextTrip Group, LLC , dated as ofJanuary 25, 2023 10.3 Right of First Refusal and Distribution Agreement, dated as ofJanuary 25, 2023 10.4 Exchange Agreement, dated as ofJanuary 25, 2023 99.1 Press Release, datedJanuary 31, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 4 -
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