Item 5.07 Submission of Matters to a Vote of Security Holders

On January 17, 2023, NextPlay Technologies, Inc. (the "Company") held a Special Meeting of its stockholders (the "Special Meeting") in a virtual format. At the Special Meeting, 47,074,912 of the Company's 118,445,979 issued and outstanding shares of common stock entitled to vote, or approximately 40% as of the record date, November 18, 2022, were present or represented by proxy.

The proposals voted on at the Special Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the "Commission") on December 2, 2022, which information is incorporated by reference herein. The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:

Proposal No. 1: 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:





 Votes For   Votes Against   Abstentions   Broker Non-Votes
8,718,549     38,345,164       11,199             0

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. 2: The Company's stockholders voted to authorize the Company's board of directors (the "Board") to adjourn the Special 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 Special Meeting, as follows:





Votes For    Votes Against   Abstentions   Broker Non-Votes
44,202,551     2,044,953       827,408            0

The Board elected not to adjourn the Special Meeting to a later date to solicit additional proxies in favor of Proposal No. 1 at the Special Meeting.


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