Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 14, 2024

NEXTPLAT CORP

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-40447		65-0783722
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

3250 Mary St., Suite 410

Coconut Grove, FL 33133

(Address of principal executive offices and zip code)

(305) 560-5355

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.0001	NXPL	The Nasdaq Stock Market, Inc.
Warrants	NXPLW	The Nasdaq Stock Market, Inc.

Item 2.02. Results of Operations and Financial Condition

On August 14, 2024, NextPlat Corp (the “Registrant”) issued a press release announcing certain financial results for the quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description

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

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEXTPLAT CORP.

	By:	/s/ Charles M. Fernandez
	Name:	Charles M. Fernandez
	Title:	Chairman and Chief Executive Officer

Dated: August 14, 2024

Exhibit 99.1

NextPlat Reports 474% Increase in Consolidated Q2 Revenues to $17 Million and Record 34.2% Quarterly Margins; $70 Million in 2024 Annual Revenues Expected

Additional Healthcare Services Contracts and E-Commerce Expansion Expected to Drive Continued Growth Supported by Approximately $24.9 Million in Cash

COCONUT GROVE, FL – August 14, 2024 – NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global e-Commerce provider, today announced record financial results for its second fiscal quarter ended June 30, 2024 which includes the consolidation of the operations of its e-commerce business with the results of its healthcare operations, Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care”).

“We are pleased with our second quarter performance as our healthcare and global e-commerce technology operations continue to produce strong top-line growth and greatly improved margin performance, driven by new 340B services contracts, increased prescription volumes as well as contributions from our recently acquired Outfitter Satellite operations,” said Charles M. Fernandez, Executive Chairman and CEO of NextPlat Corp. “Through the strategic combination with Progressive Care and the further expansion of e-commerce sales in North America and China this year, supported by a solid balance sheet, we believe we created a valuable and sustainable growth platform capable of delivering improved operational and financial results for our shareholders in the months ahead.”

Second Quarter 2024 Financial Highlights:

● Consolidated revenues for the quarter ended June 30, 2024 were approximately $17.0 million, an increase of over 474% versus revenue of approximately $3.0 million for the quarter ended June 30, 2023. Results for the second quarter of 2024 reflect e-commerce revenue of approximately $3.5 million, including the contribution of Outfitter Satellite (“Outfitter”) acquired in April 2024, and approximately $13.5 million in revenue contributed from the Company’s healthcare operations. Results for the second quarter of 2023 reflect e-commerce revenue only because the business combination with Progressive Care occurred on July 1, 2023. Based upon current expectations, available product inventory and the number of new and existing healthcare services contracts, the Company anticipates full-year revenue of approximately $70 million.

● Gross margins for the quarter ended June 30, 2024, increased significantly to a record 34.2%, up from 28.5% reported for the quarter ended June 30, 2023. The increase is primarily attributable to the Company’s healthcare operations because of the Progressive Care consolidation. Gross profit margin attributable to our healthcare operations was approximately 35% for the quarter ended June 30, 2024. E-commerce profit margins improved to approximately 32% from 29% reported for the same period in 2023 driven largely by continued increases in higher margin product sales, recurring airtime revenue, and Outfitter sales in the second quarter.

● Operating expenses for the quarter ended June 30, 2024, were approximately $16.7 million compared to approximately $4.2 million for the same period in 2023. The increased operating expenses were primarily attributable to a non-cash impairment loss of approximately $9.8 million related to intangible assets and goodwill acquired in the Progressive Care acquisition in 2023.

■

The Company conducts ongoing impairment testing on the estimated fair value of goodwill and intangible assets in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Fair value methodologies for intangible assets include estimates of future cashflows related to the Company’s 340B pharmacy service agreements. These estimates of future cash flows are subject to change due to multiple external factors including the 340B covered entity’s patient outcomes and adherence with program compliance requirements.

■

The Company believes that annual reductions in operating costs, especially public company expenses, will contribute to improved operational profitability following the successful completion of the merger with Progressive Care.

●Net loss for the quarter ended June 30, 2024 was approximately $5.3 million or ($0.28) per diluted share compared to a net loss of approximately $4.3 million or ($0.24) diluted earnings per share reported for the quarter ended June 30, 2023.

● The Company ended the second quarter of 2024 with approximately $24.9 million in cash, a sequential increase from approximately $23.5 million reported for the first quarter of 2024.

Organizational Highlights and Recent Business Developments:

●

Growth at the Company’s healthcare business, Progressive Care, saw a 17% increase in quarterly revenue in the second quarter of 2024, driven by 11% growth in pharmacy prescriptions and a 41% increase in its 340B contract services business versus its standalone second quarter results in 2023. Additional 340B contracts and sales efforts targeting long-term care and assisted living facilities, started late last year and earlier this year, are contributing to increased revenue and growth in prescriptions filled.

●

On April 12, 2024, NextPlat announced a proposed merger with Progressive Care in an all-stock transaction that would result in Progressive Care becoming a wholly-owned subsidiary of NextPlat which is expected to provide annual operating cost reductions. On August 6, 2024, the Company filed the definitive proxy statement/prospectus regarding the proposed merger and set September 13, 2024, as the Annual Meeting date for the shareholder vote. If approved by shareholders at the Annual Meeting, and subject to customary closing conditions and requirements, the Company anticipates completing the transaction in early October.

●

The Company’s technology e-commerce business continued to see increased global demand for satellite-enabled communications devices, producing sales to customers in 92 countries. Demand for high margin, recurring airtime contracts remains at record levels increased further by the positive contribution of Outfitter, which predominately sells connectivity products compatible with the Iridium satellite network. Under its North American expansion plan, its website was updated, and an Amazon storefront was launched, generating new online sales in late July. Also, during the quarter, the Company expanded its portfolio of satellite-based connectivity solutions as a reseller of SpaceX’s Starlink through a joint venture agreement with Pivotel Solutions Inc.

●

The Company advanced its e-commerce development program for OPKO Healthcare (“OPKO”)-branded products in China on Alibaba’s Tmall Global platform following longer than expected regulatory clearance, recording its first product sales in late July. In July, the Company also began promoting select OPKO products in China through its new marketing and distribution partner (“the Marketing Partner”) who is providing access to additional e-commerce sites including JD and Temu and is currently developing new digital and social media marketing programs expected to launch later this year.

●

To support the pending launch of NextPlat’s Florida Sunshine line of branded vitamins and supplements, initial products have been shipped to the Marketing Partner in China for marketing program development. It is expected that Florida Sunshine products will be made available to Chinese consumers on multiple online marketplaces and be featured in campaigns conducted by social media influencers and bloggers starting later in the fourth quarter.

David Phipps, President of NextPlat and CEO of Global Operations, added, “Our successes in the second quarter reflect continued fundamental strength across our healthcare services and technology e-commerce portfolio, helping us to achieve several financial and operational performance milestones. Our ability to quicky expand our platform with the addition of Outfitters and comprehensive marketing and sales capabilities for healthcare and wellness products in China, uniquely positions NextPlat to deliver value to our global base of customers, partners and brands.”

The financial information included in this press release should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which were filed with the Securities and Exchange Commission earlier today.

For more information regarding the financial results of Progressive Care Inc. for the quarter ended June 30, 2024, investors should refer to its Quarterly Report on Form 10-Q which were filed with the Securities and Exchange Commission earlier today.

About NextPlat Corp

NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets including technology and healthcare. Through acquisitions, joint ventures and collaborations, the Company intends to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications division offering voice, data, tracking, and IoT products and services worldwide as well as pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care Inc. (OTCQB: RXMD).

Important Information About the Merger and Where to Find It

In connection with the proposed merger between NextPlat and Progressive Care, NextPlat has filed a joint proxy statement/prospectus with the SEC which has been declared effective, and each of NextPlat and Progressive Care have mailed the joint proxy statement/prospectus relating to the proposed business combination to their respective stockholders. NextPlat may also file other relevant documents regarding the proposed transaction with the SEC.

NextPlat's and Progressive Care’s shareholders and other interested persons are advised to read the joint proxy statement/prospectus and the amendments thereto and documents incorporated by reference therein filed in connection with the Merger, as these materials will contain important information about NextPlat, Progressive Care, and the Merger. INVESTORS AND SECURITY HOLDERS OF NEXTPLAT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PROGRESSIVE CARE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROGRESSIVE CARE, NEXTPLAT AND THE MERGER. Shareholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: NextPlat Corp, 3250 Mary St., Suite 410, Coconut grove, FL 33133, Attention: Chief Financial Officer, Telephone: (305) 560-5355.

Participants in the Solicitation

NextPlat and its directors and executive officers may be deemed participants in the solicitation of proxies from NextPlat’s shareholders with respect to the Merger. A list of the names of those directors and executive officers and a description of their interests in NextPlat is contained in NextPlat’s Annual Report on Form 10-K filed with the SEC on April 11, 2024 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to NextPlat Corp, 3250 Mary St., Suite 410, Coconut grove, FL 33133, Attention: Chief Financial Officer, Telephone: (305) 560-5355. Additional information regarding the interests of such participants will be contained in the proxy statement for the Merger when available.

Progressive Care and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of NextPlat in connection with the Merger. A list of the names of such directors and executive officers and information regarding their interests in the Merger is included in the joint proxy statement/prospectus.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger. This communication shall also 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 states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company’s business and any of its products, services or solutions. The words “believe,” “forecast,” “project,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company’s ability to launch additional e-commerce capabilities for consumer and healthcare products and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company’s previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.

Media and Investor Contact for NextPlat Corp:

Michael Glickman

MWGCO, Inc.

917-397-2272

mike@mwgco.net

NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Sales of products, net	$	14,030		$	2,957		$	28,150		$	5,834
Revenues from services		2,959			-			6,332			-
Revenue, net		16,989			2,957			34,482			5,834

Cost of products		11,120			2,113			23,741			4,369
Cost of services		63			-			126			-
Cost of revenue		11,183			2,113			23,867			4,369

Gross profit		5,806			844			10,615			1,465

Operating expenses:
Selling, general and administrative		2,218			2,519			4,220			3,308
Salaries, wages and payroll taxes		2,785			968			5,409			1,556
Impairment loss		9,792			-			9,924			-
Professional fees		1,004			544			1,989			865
Depreciation and amortization		903			168			1,810			330
Total operating expenses		16,702			4,199			23,352			6,059

Loss before other (income) expense		(10,896	)		(3,355	)		(12,737	)		(4,594	)

Other (income) expense:
Gain on sale or disposal of property and equipment		-			-			(1	)		-
Interest expense		19			5			41			10
Interest earned		(197	)		(172	)		(412	)		(183	)
Other income		-			(266	)		-			(316	)
Foreign currency exchange rate variance		5			(40	)		31			(69	)
Total other income		(173	)		(473	)		(341	)		(558	)

Loss before income taxes and equity in net loss of affiliate		(10,723	)		(2,882	)		(12,396	)		(4,036	)

Income taxes		(20	)		(52	)		(47	)		(52	)
Loss before equity in net loss of affiliate		(10,743	)		(2,934	)		(12,443	)		(4,088	)

Equity in net loss of affiliate		-			(1,407	)		-			(1,440	)
Net loss		(10,743	)		(4,341	)		(12,443	)		(5,528	)

Net loss attributable to non-controlling interest		5,432			-			5,652			-
Net loss attributable to NextPlat Corp	$	(5,311	)	$	(4,341	)	$	(6,791	)	$	(5,528	)

Comprehensive loss:
Net loss	$	(10,743	)	$	(4,341	)	$	(12,443	)	$	(5,528	)
Foreign currency loss		(27	)		(12	)		(9	)		(35	)
Comprehensive loss	$	(10,770	)	$	(4,353	)	$	(12,452	)	$	(5,563	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,311	)	$	(4,341	)	$	(6,791	)	$	(5,528	)
Weighted number of common shares outstanding – basic and diluted		18,824			18,072			18,774			16,254

Loss per share - basic and diluted	$	(0.28	)	$	(0.24	)	$	(0.36	)	$	(0.34	)

NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par data)

	June 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	24,877		$	26,307
Accounts receivable, net		10,369			8,923
Receivables - other, net		1,013			1,846
Inventories, net		4,701			5,135
Unbilled revenue		206			189
VAT receivable		333			342
Prepaid expenses		273			640
Notes receivable due from related party		265			256
Total Current Assets		42,037			43,638

Property and equipment, net		3,694			3,989

Goodwill		156			731
Intangible assets, net		4,564			14,423
Operating right of use assets, net		887			1,566
Finance right-of-use assets, net		18			22
Deposits		39			39
Prepaid expenses, net of current portion		66			61
Total Other Assets		5,730			16,842
Total Assets	$	51,461		$	64,469

LIABILITIES AND EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	11,894		$	13,176
Contract liabilities		142			42
Notes payable		205			312
Due to related party		23			18
Operating lease liabilities		380			532
Finance lease liabilities		13			18
Income taxes payable		93			139
Total Current Liabilities		12,750			14,237

Long Term Liabilities:
Notes payable, net of current portion		1,120			1,211
Operating lease liabilities, net of current portion		619			929
Finance lease liabilities, net of current portion		-			5
Total Liabilities		14,489			16,382

Commitments and Contingencies		-			-

Equity
Preferred stock ($0.0001 par value; 3,333,333 shares authorized)		-			-
Common stock ($0.0001 par value; 50,000,000 shares authorized, 18,973,146 and 18,724,596 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively)		2			2
Additional paid-in capital		68,348			67,170
Accumulated deficit		(41,717	)		(34,925	)
Accumulated other comprehensive loss		(99	)		(63	)
Equity attributable to NextPlat Corp stockholders		26,534			32,184
Equity attributable to non-controlling interests		10,438			15,903
Total Equity		36,972			48,087

Total Liabilities and Equity	$	51,461		$	64,469

Document And Entity Information	Aug. 14, 2024
Document Information [Line Items]
Entity, Registrant Name	NEXTPLAT CORP
Document, Type	8-K
Document, Period End Date	Aug. 14, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-40447
Entity, Tax Identification Number	65-0783722
Entity, Address, Address Line One	3250 Mary St., Suite 410
Entity, Address, City or Town	Coconut Grove
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	33133
City Area Code	305
Local Phone Number	560-5355
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001058307
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	NXPL
Security Exchange Name	NASDAQ
Warrants Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	NXPLW
Security Exchange Name	NASDAQ