NextPlat Corp. Files 8-K: Material Agreement & Financials

TL;DR

NextPlat (NXPL) signed a big deal, check the 8-K for details.

AI Summary

NextPlat Corp. entered into a material definitive agreement on April 12, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company was formerly known as ORBSAT CORP and Orbital Tracking Corp.

Why It Matters

This 8-K filing indicates a significant new agreement for NextPlat Corp., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events, which can introduce volatility and risk.

Key Players & Entities

• NextPlat Corp (company) — Registrant
• ORBSAT CORP (company) — Former Company Name
• Orbital Tracking Corp. (company) — Former Company Name
• April 12, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock , par value $0.0001 NXPL The Nasdaq Stock Market, Inc.
• $0.001 — Convertible Preferred Stock, par value $0.001 per share (" Company Preferred Stock ")
• $2 — y the quotient obtained by dividing (i) $2.20, or the " Company Per Share Value ",
• $1 — he " Company Per Share Value ", by (ii) $1.48, or the " Parent Per Share Value " (

Filing Documents

• nxpl20240417_8k.htm (8-K) — 60KB
• ex_655292.htm (EX-2.1) — 479KB
• ex_655293.htm (EX-10.1) — 24KB
• ex_655294.htm (EX-99.1) — 13KB
• nxlogo.jpg (GRAPHIC) — 10KB
• rxmdlogo.jpg (GRAPHIC) — 7KB
• 0001437749-24-012328.txt ( ) — 859KB
• nxpl-20240412.xsd (EX-101.SCH) — 4KB
• nxpl-20240412_def.xml (EX-101.DEF) — 13KB
• nxpl-20240412_lab.xml (EX-101.LAB) — 17KB
• nxpl-20240412_pre.xml (EX-101.PRE) — 13KB
• nxpl20240417_8k_htm.xml (XML) — 4KB

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement. Merger Agreement On April 12, 2024, NextPlat Corp, a Nevada corporation (" Parent ") entered into a Merger Agreement and Plan of Reorganization (the " Merger Agreement ") with Progressive Care Inc, a Delaware corporation (the " Company ") and Progressive Care LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of Parent (" Merger Sub "). Pursuant to the terms of the Merger Agreement, Parent and the Company will enter into a business combination transaction pursuant to which the Company will merge with and into Merger Sub (the " Merger ") at the effective time of the Merger (the " Effective Time "), with Merger Sub being the surviving entity of the Merger (Merger Sub, in its capacity as the surviving entity of the Merger, is sometimes referred to herein as the " Surviving Company "). Special Committee and Board Approval The Merger Agreement and the transactions contemplated thereby were negotiated and approved by a Special Committee comprised of three of Parent's independent directors, each of whom does not have an interest in such transaction, Maria Cristina Fernandez, Hector Delgado, and Louis Cusimano (the " Special Committee "). In light of (i) the significant nature of the ownership by Parent of the Company's securities, and (ii) the overlap in the constituency of management of Parent and the Board, including that Executive Chairman and Chief Executive Officer, Charles M. Fernandez, Chief Financial Officer, Cecile Munnik, and Director, Rodney Barreto, serve both the Company and Parent, the board of directors of Parent (the " Board ") formed the Special Committee on January 5, 2024, for the purpose of providing independent evaluation and negotiation, advisability and fairness, of the Merger to Parent and its stockholders, with the full power of the Board to manage, oversee, determine, and authorize the execution of the Merger Agreement, the Merger, and the other transactions co

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 12, 2024, Parent issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the " Securities Act ") or the Exchange Act, except as expressly set forth by specific reference in such filing. Important Information About the Merger and Where to Find It In connection with the Merger, Parent intends to file a registration statement/proxy on Form S-4 that will that also will constitute a prospectus of Parent with respect to the Parent Common Stock to be issued in the proposed transaction (the "proxy statement/prospectus"). The definitive proxy statement/prospectus (if and when available) will be delivered to Parent's and the Company's stockholders. Parent may also file other relevant documents regarding the proposed transaction with the SEC. Parent's shareholders and other interested persons are advised to read, when available, the proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the Merger, as these materials will contain important information about the Company, Parent and the Merger. INVESTORS AND SECURITY HOLDERS OF PARENT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT AND THE MERGER. When available, the

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's and Parent's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's and Parent's expectations with respect to future performance and anticipated financial impacts of the Merger, the satisfaction of the closing conditions to the Merger and the timing of the completion of the Merger. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's and Parent's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Merger to fail to close; (2) the outcome of any legal proceedings that may be instituted against the Company or Parent following the announcement of the Merger Agreement and the Merger; (3) the inability to complete the Merger, including due to failure to obtain approval of the shareholders of the Company or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Merger; (5) the inability to obtain the list

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits. Exhibit No. Description 2.1* Merger Agreement and Plan of Reorganization by and among NextPlat Corp., Progressive Care LLC, and Progressive Care Inc., dated April 12, 2024 10.1 Form of Lock-Up Agreement 99.1 Press Release dated April 12, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and other similar attachments upon request by the SEC. 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: Executive Chairman and Chief Executive Officer Dated: April 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR