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Companies that want to list on the Nasdaq, on the other hand, are required to have 1.25 million public shares held by at least 550 shareholders with a collective market value of $45 million.
Staypuff, the reverse and equity raise is a distinct possibility, but taking it private wouldn't make sense. They would lose access to the equity markets, and at that point, they would have to raise money through traditional borrowing. Very hard to get a loan, when you're not showing a profit.
Plus it's the weekend. Wow. Everyone enjoy.
They didn’t need to go thru any of this to do that. They could have just taken it private before any merger. Either way there would be serious consequences because of the litigation.
Just don’t see it happening and I certainly am not listening to a disgruntled employee.
No just going off that post from Armen some time back. Anything is possible with this gang. I wouldn’t think that would be the case and hope not as I try to recoup my massive losses right now. They definitely have the power to do it with their ownership but the legal implications would be coming from all directions
They aren’t taking it private. Do you know something or are you just assuming that’s the plan??
I agree with your WOW!!
Are you surprised? Unfortunately I don’t really foresee much changing here. I just hope they don’t combine and then reverse, let the price die again then take it private and completely wipe us out once and for all
Now what ? no news , no PR , no trade, all just wait for closing ?
Thanks for reminding me, I have to let the kids know there wont be any presents again because of the share price debacle.
You sound giddy, like you did just before Christmas Day years ago. Don’t worry Turbo, I’m feeling it too.
10 days until the merger. Yippee
Haha. Hmmmm
Just ridiculous. The funny thing is it doesn’t matter what the Rxmd share price is. On October 1st the conversion will be based on Nxpl’s share price times 1.48.
I have my suspicion. 😆
Who in there right mind sells 400 shares when NXPL conversion price is worth $2.17.
Nice indeed James
I guess it’s socially to say this now. Dumb ole me got roasted for suggesting this. We got hosed and I doubt they are done yet.
Nice 10689 share buy after hrs of NXPL shares at 1.53
This board has quite literally been saying that for years….
I'm thinking that was only to hold the RXMD share price down. Guess we will see.
Not counting on it. They seem to always take out the net income potential with the non cash items. Always just big enough to wipe out positive income.
It will be exciting when it shows a net profit. That should be on the horizon.
We certainly shall see
The same reason that the market didn’t care that rxmd was a $60mm company. A company that has never turned a profit is taking over a company that has barely ever turned a profit. There isn’t anything exciting about it.
Ding, ding, ding
Well the $1 million questions remains, now that we’re a part of NextPlat, now what?
Do things finally start moving into motion or do we get continued silence as they keep collecting interest on all of their cash in the bank.
Actually down only .68% now. Why wouldn't the market care when NXPL becomes a 60 million $ company on October 1st. Seems to me there will be much more to NXPL
Depends on if and why anyone would value rxmd any higher than its current market cap, just because it is a new ticker…. If nxpl is issuing new shares for the purchase then technically couldn’t the nxpl share price stay the same as it currently is and the market cap increase only by the new amount of shares added? I dont See the market caring at all, if they did, they would already be buying nxpl, which is down 5% today
Nothing is going to happen to the price if they don’t start talking and tell future expectations and goals.
I hope too, and someone who is savy enough to target one new 340B contract each month. That will be their near term cash cow and increase the 35% profit margin up to 40-45%.
I know this isn't going to happen, but what if Shital Mars was brought in to run the company 😆 😂 😅
That would be so awesome!!!
Whoever it is I hope they are shareholder-friendly.
I’m going to speculate a little about Armen being so negative. Now that Progressive is a subsidiary, they need a president to run the company and he wasn’t chosen. Imo
Almost everyone know that. Now all we want the combine company will be as normal as desire . And helpfully the rxmd (good ) marry the bad equals good. LOL
NXPL News - Jervis Hough, Director, Form 3 Filed. Initial Statement of Beneficial Ownership of Securities
So would you then not agree that NXPL share price should now be considerably higher.
Many more reasons why this share price has been dying. Exposure is only one of them. This share price was, in my opinion, tanked intentionally for this merger. It has been consistently walked down for over a year
Thanks for posting the 8-k
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): September 13, 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 5.07. Submission of Matters to a Vote of Security Holders.
On September 13, 2024, NextPlat Corp (the “Company”) held its 2024 Annual Meeting (the “Annual Meeting”). At the Annual Meeting, the business combination pursuant to which Progressive Care Inc., a controlled subsidiary of the Company (“Progressive Care”), would become a wholly-owned subsidiary of the Company, was approved, each director nominee was elected, and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. A playback of the Annual Meeting can be found at www.virtualshareholdermeeting.com/NXPL2024.
The number of shares of common stock that voted on matters presented at the Annual Meeting was 15,077,886, representing approximately 79.47% of the 18,973,146 shares outstanding as of July 29, 2024, the record date for the Annual Meeting.
The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s Joint Proxy Statement/Prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2024 (the “Proxy Statement/Prospectus”) and are incorporated herein by reference.
1.
Business Combination Proposal. The vote to consider and vote upon a proposal to approve and adopt the Merger Agreement and Plan of Reorganization, dated as of April 12, 2024 (the “Merger Agreement”), by and among the Company, Progressive Care LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Progressive Care and the transactions contemplated thereby, was as follows:
Votes For Votes Against Abstentions
11,942,853 41,054 1,671
2.
Nasdaq Proposal. The vote to approve the issuance of more than 20% of the issued and outstanding shares of NextPlat Common Stock in connection with the terms of the Merger Agreement pursuant to Nasdaq Listing Rule 5635(a) was as follows:
Votes For Votes Against Abstentions
11,908,525 70,324 6,729
3.
Election of Directors Proposal. The vote to elect eight Board nominees to the NextPlat Board, each to serve until the next annual meeting of stockholders of NextPlat, or until such person’s successor is elected and qualified was as follows:
Nominee Votes For Votes Against Abstentions
Charles M. Fernandez 11,931,646 49,113 4,819
Douglas S. Ellenoff 11,880,577 51,518 53,483
Rodney Barreto
11,900,007 50,553 35,018
Louis Cusimano 11,861,563 60,185 63,830
Hector Delgado 11,931,506 45,933 8,139
David Phipps 11,908,700 45,395 31,483
Jervis Hough 11,924,944 52,495 8,139
Anthony Armas 11,929,921 47,518 8,139
2
4.
Appointment of Independent Registered Public Accounting Firm Proposal. The vote to ratify the appointment of RBSM LLP as the NextPlat’s independent registered public accounting firm for the year ending December 31, 2024 was as follows:
Votes For Votes Against Abstentions
14,926,602 135,005 16,279
5.
Compensation of Named Executives Proposal. The vote to approve, on an advisory basis, the compensation of NextPlat’s named executive officers as disclosed in this joint proxy statement/prospectus was as follows:
Votes For Votes Against Abstentions
11,877,579 57,326 50,673
6.
Adjournment Proposal. The vote to authorize the adjournment of the Annual Meeting if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals in the event NextPlat does not receive the requisite stockholder vote to approve the other proposals was as follows:
Votes For Votes Against Abstentions
14,575,603 477,900 24,383
3
Item 8.01 Other Events.
On September 16, 2024, the Company issued a press release announcing the results of the Company’s 2024 Annual Meeting of the stockholders held on September 13, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
Exhibit No.
Description
99.1 Press Release dated September 16, 2024
104
Cover Page Interactive Data File (formatted as Inline XBRL)
4
SIGNATURE
Pursuant to the requirements of the Securities 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: September 16, 2024
It is my hope that people / entities were side lined waiting for a nasdaq listed company. Like I said before, the people asked for it, and theyre getting it. We shall see what happens.
Maybe we start getting more exposure through Nxpl
I agree, this whole ordeal is dying from lack of exposure to the trading public.
Hit this doobie man
That would be fantastic.
Yes it is, but I hope news starts pouring out before then. A shareholder vision report would be an excellent start.
October 1 is the big day. 8-k should be out
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Progressive Care Gains SEC Reporting Status
See on website
Miami, FL – April 12, 2022 – Globe Newswire via NewMediaWire – Progressive Care, Inc. (OTCQB: RXMD) (the “Company”), a personalized healthcare services and technology provider, today announced that, effective April 11, 2022, its Registration Statement on Form 10 filed with the U.S. Securities and Exchange (the “SEC”) to register its shares of common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) became automatically effective.
The effective Form 10 obligates the Company to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in addition to complying with all other obligations under the Exchange Act. In addition, management and certain shareholders are subject to the beneficial ownership reporting requirements of Section 13 and 16 of the Exchange Act.
Alan Jay Weisberg, Chairman and Chief Executive Officer of the Company said, “For me, it was always important to have the Company become fully reporting with the SEC. I know how critical it is for individual and institutional investors to have the Company file its financial reports with the SEC as it provides a higher level of confidence in the information reported by the Company and a superior level of transparency. I believe that the Company’s compliance with the Exchange Act will ultimately help drive shareholder value and enable us to access higher quality institutional capital. We remain committed to strong corporate governance and steadfast in pursuit of our journey to Nasdaq.”
To view the Form 10 filling, please click:
https://www.sec.gov/Archives/edgar/data/0001402945/000149315222009357/form10-12ga.htm
Key Financial Highlights for Year Ended December 31, 2021
• Revenue at $38.9 million
- COVID-19 testing revenue of approximately $4.3 million
- ClearMetrX TPA and pharmacy dispensing revenue related to 340B earned $2.8 million on total billings of $19 million
• Gross margin increased to 26% in 2021, from 23% in 2020
• EBITDA increased to $167,000 in 2021 from $7,000 in 2020
• Cash balance of $1.4 million as of December 31, 2021
Business Highlights for the Year Ended December 31, 2021
• Re-implemented upgraded pharmacy software system
• Expanded COVID-19 business into corporate-focused services and institutional clients
• Strengthened reputation in the 340B sector by adding eight new contracts
• Filed initial S-1 registration statement
• Submitted application for uplisting to Nasdaq
Q4 2021 Reflected a Positive Bounce Back in Business
• Increase of 10% in prescription revenue to $8.9 million in the fourth quarter of 2021, from $8.1 million in the third quarter of 2021
• Increase of 8% in prescriptions filled to 114,000 in the fourth quarter of 2021, from 106,000 in the third quarter of 2021
PRODUCTS AND SERVICES
Advances in HIV/AIDS treatment has greatly increased the ability of those suffering from the disease to manage their symptoms and live longer, healthier lives. Effective management of the disease begins with taking the right medications with the right dose at the right times. For those in the HIV/AIDS community, adhering to the very strict dietary and medicinal requirements can be extremely difficult. Normal activities are often interrupted and sometimes prevented by the struggle to be in compliance.
PharmCo wants to ease this burden on those impacted by this life altering disease. We aim to make compliance with prescription regiments as easy as possible. By understanding the sensitive nature of HIV/AIDS and the needs of those afflicted, PharmCo provides the following services to patients with these special needs:
1. Confidential packaging
2. Packaging tailored to suit a patient's individual life style
3. Free delivery from a variety of sources including PharmCo's proprietary delivery fleet
4. A staff that is well trained in acute illnesses, who understands the patient's needs and
concerns
5. 24 hour emergency support
6. Timely availability of specialty medications due to our extensive inventory
7. Access to newly developed medications
PharmCo is a fully accredited DME supplier. In November 2010, as part of Medicare's competitive bidding, PharmCo was awarded a three year contract to supply hospital beds, oxygen supplies, power wheelchairs, scooters, walkers, and other related equipment and accessories in South Florida. PharmCo carries an extensive inventory of equipment and accessories with most special requests being honored with same day or next day delivery. The company offers both sales and rentals with size, color, style, and brand options available on the majority of products. Most importantly, the staff is knowledgeable, helpful and dedicated to providing superior customer service.
PharmCo offers home service and maintenance, defective product replacements, and free home installation and instruction.
PharmCo's institutional clients have come to depend on the company's proven accuracy, dispensing methods, and immediate response time. With PharmCo compliance and efficiency assistance, long term care institutions are able to provide the highest level of continued care to their patients. PharmCo provides purchasing, repackaging and dispensing of both prescription and non-prescription pharmaceutical products. PharmCo utilizes a unit-of-dose packaging system as opposed to traditional vials used for its retail customers. This method of distribution improves control and patient compliance with recommended drug therapy by increasing the timeliness and accuracy of medication dispensing. PharmCo also provides computerized maintenance of patient prescription histories, third party billing and consultant pharmacist services. Its consulting services consist primarily of evaluation of monthly patient drug therapy and monitoring the institution’s drug distribution system.
Long term care institutions can count on PharmCo for the following services:
1. On time, same day deliveries available twice a day with 24 hour emergency support
2. Language assistance in English, Spanish, French, Creole, Portuguese, Russian, and Hebrew
3. Unit-dose packaging options tailored the facility's needs
4. Prescription data accuracy
5. Extensive medication and DME inventory
6. Access to OTC medications, nutritional products and personal hygiene items
7. Provision and review of medication carts
8. Monthly pharmacy consultations- drug interactions, redundant therapies, side effects, etc.
9. Compliance updates and consultations
10. Staff Training
11. Exceptional customer service.
Toll Free: 888-919-7411 Phone: 305-919-7399 Fax: 305-919-7424
HOURS
Monday- Thursday 8:30 AM - 6:30 PM
Friday 8:30 AM - 6:00 PM
Saturday 11:00 AM - 4:00 PM
PharmCo currently services: Miami-Dade, Broward, Palm Beach, Martin, and St. Lucie Counties.
Progressive Care Reports Full Year 2021 Financial Results Highlighted by $38.9 Million in RevenueGLOBENEWSWIRE – 11:16 AM ET 03/29/2022 |
Progressive Care’s PharmcoRx Gains Status as Approved COVID-19 Test Vendor in the U.S. for Travel to Beijing Winter Olympic Games in ChinaGLOBENEWSWIRE – 7:00 AM ET 02/02/2022
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