NEXTPLAY TECHNOLOGIES INC. : Entry of Material Definitive Agreement, FD Settlement Disclosure, Financial Statements and Supporting Documentation (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement

Efficient October 4, 2022, NextPlay Technologies, Inc.a Nevada company (the “Company”), through its wholly owned subsidiary, NextBank International, Inc.a Porto Rico company approved as an international financial entity under Law 273-2012 (“NextBank”), has entered into a revolving line of credit with Savi Capital Partners, LLCa Delaware limited liability company (the “Lender”), under which the Lender had provided a $200,000,000 revolving line of credit to NextBank to be used to fund loans secured by commercial real estate in the United States in accordance with underwriting guidelines established by NextBank.

Loan and Guarantee Agreement, as amended

Previously May 31, 2022, NextBank and the lender entered into this loan and guarantee agreement which has not been used or used. The loan and guarantee agreement only provided for a $50,000,000 revolving credit facility, required lender approval for all lending decisions, and contained other conditions in the facility that NextBank could not, at the time, meet.

Efficient October 4, 2022, NextBank and the lender have entered into additional agreements and amendments to enable the viability of the revolving line of credit. Concretely, effective October 4, 2022NextBank and the Lender have entered into this First Amendment to the Loan and Security Agreement (the “Amendment” and, together with the original Loan and Security Agreement, the “Agreement”), dated September 27, 2022which, among other things:

(i) Increase in the amount of the obligation to $200,000,000with the maximum loan amount

available in stages as follows:

a. of November 15, 2022through December 14, 2022, $30,000,000;

b. of December 15, 2022through January 14, 2023, $70,000,000;

vs. of January 15, 2023through February 14, 2023, $100,000,000;

D. of February 15, 2023through March 14, 2023, $150,000,000*; and

e. of March 15, 2023until the expiry of May 31, 2027until full

amount of commitment $200,000,000*.

(ii) Adjusted the reported annual interest rates to be:

a. Fixed rate of 5.5% for Tranche A loans;

b. Fixed rate of 7.5% for Tranche B loans; and

vs. Fixed rate of 9.5% for Tranche C loans.

(iii) modified the prior procedures; and

(iv) Obliged NextBank to deposit $32,500,000 in a cash guarantee account*.

*Note: To date, NextBank has only deposited $20,000,000 in deposits in a cash collateral account. In order to obtain commitment amounts greater than
$100,000,000NextBank will need to get a top-up $12,500,000 in deposits NextBank expects to make no later than such amounts become available in accordance with the schedule set out in (i) above.

In summary, the agreement provides that loans drawn from the revolving line of credit by NextBank will be used to fund loans secured by US commercial real estate in accordance with underwriting guidelines established by NextBank. These loans, when utilized, will generate interest margins and fee income, thereby increasing NextBank’s loan portfolio, and are expected to have a favorable impact on NextBank’s revenue and cash flow, thereby benefiting the financial statements. consolidated accounts of the Company.

Accrued but unpaid interest will be due and payable, in arrears, on the third business day of each calendar month. NextBank may, at any time, prepay loans without premium or penalty and prepaid amounts may be re-borrowed before the due date.

In the event of default, an additional default rate of 5.0% per annum is payable in addition to the stated interest rate on this loan, which election may be retroactive to the date of occurrence of such event of default.


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Events of default include, among others, (i) failure to pay principal, interest or any other amount when due, (ii) breach by NextBank of any terms, conditions, covenants or representations and warranties in all material respects, (iii) the failure of liens on the Loan Security to be perfected first ranking security, (iv) judgments exceeding
$250,000 against NextBank, (v) material adverse changes or effects in NextBank and more.

In the event of default, at Lender’s option, Lender may, in addition to all other rights and remedies it may have, including as a secured party under the UCC, terminate the covenant, accelerate amounts due, charge default interest and cease funding under the agreement.

Revolving Line of Credit Note, as Amended and Restated

Concurrent with the entry into force of the Amendment, the parties entered into an Amended and Restated Revolving Line of Credit (the “Revolving Credit Note”) documenting the Revolving Loans and replacing the previous Revolving Credit Note which did not was not used.

Specifically, the revolving credit note has a principal amount of $200,000,000 (or such part thereof as may be advanced and unpaid from time to time and due by NextBank to the lender due to the revolving nature of the loans) with a maturity date of May 31, 2027. The principal outstanding under the revolving credit note is immediately due and payable on the earlier of (i) the maturity date, (ii) the acceleration of the obligations as provided in the agreement, or (iii) the termination of the agreement in accordance with its terms. The revolving credit note bears interest as provided in the agreement and such interest will be payable as described in the agreement.

All payments on indebtedness evidenced by the revolving credit note will be applied first to interest on the outstanding balance and the remainder to principal, unless otherwise specified in the loan agreement.

The foregoing descriptions of the material terms of the Loan and Security Agreement, Amendment and Revolving Credit Note are qualified in their entirety by the full text of these documents, copies of which are attached as exhibits. 10.1, 10.2 and 10.3, respectively, to this report, and are incorporated herein by reference.

Section 7.01 Disclosure of FD Regulations

On October 11, 2022, the Company issued a press release announcing the revolving line of credit. The press release is provided as Exhibit 99.1 to this current report on Form 8-K.

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 on assumptions about future events which may not prove to be accurate. Actual results may differ materially from what is expressed in these forward-looking statements.

The information set forth in Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is provided and will not be considered “filed” for purposes of Section 18 of the Securities Exchange Act. of 1934, as amended (the “Exchange Act”), or otherwise subject to the obligations of this section. The information contained in Item 7.01 of this current report, including Exhibit 99.1, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless the language of incorporation by reference in such deposit, unless expressly stated by specific reference in such deposit. This current report shall not be taken as an admission as to the materiality of any information contained in this current report which is required to be disclosed solely by FD Regulation.


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Item 9.01 Financial statements and supporting documents



(d) Exhibits



10.1       Loan and Security Agreement, dated May 31, 2022, by and between
         NextBank International, Inc. and Savi Capital Partners LLC.

10.2       First Amendment to Loan and Security Agreement, dated September 27,
         2022 and effective October 4, 2022, by and between NextBank
         International, Inc. and Savi Capital Partners LLC.

10.3       Amended and Restated Revolving Credit Note, dated September 27, 2022
         and effective October 4, 2022.

99.1       Press Release, dated October 11, 2022

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)



* Exhibits and/or attachments have been omitted in accordance with Rule SK 601(a)(5). The declarant hereby agrees to provide additional copies of all omitted exhibits and schedules at the request of the SECOND; provided, however, that the registrant may claim confidentiality pursuant to Rule 24b-2 of the Exchange Act, for any exhibits or schedules so furnished.




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