Business Combination with Progressive Care
Inc. Approved with Anticipated Closing Date of October 1, 2024
COCONUT
GROVE, Fla., Sept. 16,
2024 /PRNewswire/ -- NextPlat Corp (NASDAQ: NXPL,
NXPLW) ("NextPlat" or the "Company"), a global e-Commerce provider,
today announced the results of the Company's Special Annual Meeting
of Stockholders ("the Annual Meeting") held on September 13, 2024.
At the Annual Meeting, shareholders were asked to vote on six
proposals, the most notable being the following:
- A proposal to approve and adopt the Merger Agreement and Plan
of Reorganization pursuant to which Progressive Care Inc. (OTCQB:
RXMD) ("Progressive Care"), a controlled subsidiary of the Company,
would become a wholly-owned subsidiary of the Company (the
"Business Combination"), and the transactions contemplated
thereby;
- A proposal to approve, for purposes of complying with Nasdaq
Listing Rules 5635(a), the issuance of more than 20% of the
Company's issued and outstanding shares of common stock in
connection with the Business Combination;
- A proposal to elect eight Board nominees to the Board of
Directors of the Company;
- A proposal to ratify the appointment of RBSM LLP as the
Company's independent registered public accounting firm for the
year ending December 31, 2024;
and
- A proposal to approve, on an advisory basis, the compensation
of the Company's named executive officers as disclosed in the joint
proxy statement/prospectus filed by the company with the U.S.
Securities Exchange Commission on August 6,
2024.
Shareholders approved all of the proposals considered at the
meeting, including the Business Combination.
Additionally, at a special meeting of Shareholders of
Progressive Care held on September 13,
2024, the Progressive Care shareholders also approved the
Business Combination.
The Company expects the closing of the Business Combination to
occur on October 1, 2024, subject to
the satisfaction of additional closing conditions, at which point,
Progressive Care's common stock will cease to be outstanding and
Progressive Care will become a wholly-owned subsidiary of the
Company.
Under terms of the Merger Agreement, Progressive Care
shareholders will receive 1.4865 newly issued shares of
NextPlat common stock for each share of Progressive Care
common stock they own immediately prior to the effective time of
the Business Combination. The exchange of shares will be
conducted automatically for shares of Progressive Care common stock
held in brokerage and retirement accounts. All Progressive Care
shareholders who hold physical stock certificates are requested to
promptly contact NextPlat's transfer agent, Equity Stock Transfer,
for transfer and delivery instructions. Equity Stock Transfer can
be reached at 237 W 37th St, Suite 601, New York, NY 10018 or via telephone at
917-746-4597 and e-mail at info@equitystock.com.
The final voting results are available in the Current Report on
Form 8-K filed by NextPlat Corp on September
16, 2024, available at www.sec.gov and on the Company's
website.
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).
About Progressive Care
Progressive Care
Inc., through its subsidiaries, is a Florida health services organization and
provider of Third-Party Administration (TPA), data management,
COVID-19 related diagnostics and vaccinations, 340B contracted pharmacy services, prescription
pharmaceuticals, compounded medications, provider of tele-pharmacy
services, the sale of anti-retroviral medications, medication
therapy management (MTM), the supply of prescription medications to
long-term care facilities, and health practice risk management.
Progressive Care, Inc. became a subsidiary of NextPlat Corp on
July 1, 2023.
Media and Investor Contact for NextPlat
Corp:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
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SOURCE NextPlat Corp.