Item
1.01 Entry into a Material Definitive Agreement.
On March 4, 2022, NextPlay Technologies, Inc., a
Nevada corporation (the “Company”), entered into an At The Market Offering Agreement (the “Agreement”) with H.C.
Wainwright & Co., LLC (the “Agent”), to create an at-the-market equity program under which the Company may, from time
to time, offer and sell shares of its common stock, par value $0.00001 per share, having an aggregate gross offering price of up to $20,000,000
(the “Shares”) to or through the Agent (the “ATM Offering”).
Any Shares sold to or through the Agent will be
issued pursuant to a prospectus dated October 29, 2021 and a prospectus supplement dated March 4, 2022 filed with the Securities and Exchange
Commission (the “Prospectus Supplement”), in connection with one or more offerings of the Shares pursuant to the Prospectus
Supplement. Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts consistent with
its normal trading and sales practices and applicable state and federal law, rules and regulations to sell the Shares from time to time,
based upon the Company’s instructions. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed
to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”),
including sales made by means of ordinary brokers’ transactions (including directly on the Nasdaq Capital Market), at market prices
or as otherwise agreed between the Company and the Agent. The Agent is not under any obligation to purchase any of the Shares on a principal
basis pursuant to the Agreement, except as otherwise agreed by the Agent and the Company in writing pursuant to a separate terms agreement.
The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Agreement or terminate the Agreement.
The Company has provided the Agent with customary
indemnification rights, and the Agent will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross sales price
of any Shares sold in the ATM Offering. The Company is making certain customary representations, warranties, and covenants in the Agreement
and has also agreed to indemnify the Agent against certain liabilities, including liabilities under the Act. The Agreement is not intended
to provide any other factual information about the Company. The representations, warranties, and covenants contained in the Agreement
are made only for purposes of the Agreement, including the allocation of risk between the parties thereto and as of specific dates, are
solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the parties thereto, including
being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement.
The Agent and its affiliates may in the future
provide various advisory, investment and commercial banking and other services to the Company in the ordinary course of business, for
which they may in the future receive customary fees and commissions.
The description of the Agreement set forth above
in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy
of which is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 10.1 and is incorporated by reference
herein.
A copy of the opinion of Procopio, Cory, Hargreaves
& Savitch LLP, the Company’s counsel, regarding the validity of the Shares that may be offered and sold pursuant to the Agreement
and Prospectus Supplement is also filed herewith as Exhibit 5.1 and is incorporated by reference herein.
This Current Report shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.