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Yep, a few minutes a day to warn future investors of CEOs shady ways is worth every moment. You post way more frequently that I with false hopes of profits quarter after quarter with no result.
And you spend countless hours posting on this board, in a stock you are only here to flip.
Ya'll got BAMBOOZLED, that's what happened. No need to polish this into something its not.
RXMDs potential was stolen by Fernandez, market now sees what I did, trust has been totally lost in this CEO after multiple shady moves, of which will never allow shareholders to recoup the RS losses.
NXPL was on a path to being delisted with share price decling closer to $1.00 with each session of trading
I keep hearing that but the price keeps going down lower. Nothing with these two stocks seems to make sense.
When has that ever increased the sp?
JS that almost looks like what is happening now.
I suppose another way of looking at it is;
RXMD shares are 1.48 leveraged against NXPL shares. So slowly buy up RXMD shares and then cause a run on NXPL stock, someone or entity with funds could easily do this.
Hope so been holding for 5 years ready for pay day ….
After recent run on NXPL shares after results, I think there will be a lot more eyes on that stock as we get closer to the middle of May expecting a similar run on what should be great results. Absolutely no doubt in my mind that RXMD shows a decent profit this Q with all the accounting noise gone, and probably the reason management acted now to merge both companies before profitable Q.
I guess the real question is why would they possibly require a R/S. The answer is there is no reason whatsoever.
Yes but that never does anything to price …most people are down over 60 to 70 percent …
Q results less than 1 month away, pretty sure they are going to be record breaking again.
Curious why ? Not trying to argue just worried bc if they do all my cash here is bye bye
I don't see that happening.
So what are the chances of the another split when there ready to uplist …. That would be just the cherry on top
God let's hope that doesn't happen.
Thanks Jagman
You are mostly right. Anything under $2.20 for $RXMD gets you a discount on $NXPL shares.
For $NXPL I expect the SP to jump when the merger is completed, but from where? If they are below a dollar for more than 30 days they will need to scramble. Could get messy.
$RXMD
Looks like you've gelled it down nicely JS. I do think that between now and November we will see at least one more major addition, either to #3 or as #4 on your list.
$RXMD
After doing a bit of research, I think I have a better understanding this afternoon of what’s going on;
So NextPlat is going to be like a holding company with currently 3 different revenue streams;
1.E-commerce technology currently selling satcom products – Outfitters is US-based, a market the company didn’t really penetrate since the focus is Europe and global where it sells satcom products and airtime. So reason for Outfitters acquisition to gain US customers and instant revenue stream.
2.They are expanding the e-commerce business to include health and wellness products (such as OPKO and other potential brands via the e-commerce development program with Alibaba) including launching their own brand of vitamins (Florida Sunshine).
3.RXMD is a healthcare services and technology company in-line with the insiders background and let’s not forget Dr Frost has a major investment in NextPlat and we know he is a healthcare titan. Clearly focus is currently on healthcare services which in itself has increased prescription numbers. Also let’s not forget when they release Florida Sunshine RXMD can very much promote this high margin product in store and to its current clients.
So basically once merger is complete RXMD shareholders get access to all revenue streams via our shares being converted to NXPL shares of 1.48 shares for every 1 RXMD share.
That site has the strangest disclaimer ive ever seen...
Disclaimer: The TipRanks Smart Score performance is based on backtested results. Backtested performance is not an indicator of future actual results. The results reflect performance of a strategy not historically offered to investors and does not represent returns that any investor actually attained. Backtested results are calculated by the retroactive application of a model constructed on the basis of historical data and based on assumptions integral to the model which may or may not be testable and are subject to losses. General assumptions include: XYZ firm would have been able to purchase the securities recommended by the model and the markets were sufficiently liquid to permit all trading. Changes in these assumptions may have a material impact on the backtested returns presented. Certain assumptions have been made for modeling purposes and are unlikely to be realized. No representations and warranties are made as to the reasonableness of the assumptions. This information is provided for illustrative purposes only. Backtested performance is developed with the benefit of hindsight and has inherent limitations. Specifically, backtested results do not reflect actual trading or the effect of material economic and market factors on the decision-making process. Since trades have not actually been executed, results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity, and may not reflect the impact that certain economic or market factors may have had on the decision-making process. Further, backtesting allows the security selection methodology to be adjusted until past returns are maximized. Actual performance may differ significantly from backtested performance. Backtested results are adjusted to reflect the reinvestment of dividends and other income and, except where otherwise indicated, are presented gross-of fees and do not include the effect of backtested transaction costs, management fees, performance fees or expenses, if applicable. Please note all regulatory considerations regarding the presentation of fees must be taken into account. No cash balance or cash flow is included in the calculation.
Soooo. If I'm understanding all this right, is that anything under $2.20 for RXMD and $1.48 for NXPL is just added gravy?
Might be time to mortgage the house. (Just kidding)
But I'll definitely be adding more RXMD and NXPL over the next few months.
Long and Strong (still) #RXMD/#NXPL
Check out this article from TipRanks | NextPlat Announces Strategic Merger with Progressive Care | https://www.tipranks.com/news/company-announcements/nextplat-announces-strategic-merger-with-progressive-care
In that regard it's like a small forward split.
You'll actually have 14,864 shares after the exchange.
$2.20 ÷ $1.48 = 1.4864864865 exchange.
Good Luck RXMD shareholders!
$RXMD + $NXPL
Q results will be first and launching of Florida Sunshine brand.
We need a quick closing and news of another purchase soon thereafter.
I really don’t think it matters, 2 companies become 1 and running costs get reduced.
Don’t think so….
“
a wholly owned subsidiary of NextPlat (the "Merger Sub") will merge with and into Progressive Care, with the Merger Sub surviving as a wholly owned subsidiary of NextPlat and be renamed Progressive Care LLC”
NXPL is actually merging in RXMD.
One question that comes to mind is what was the purpose of pumping cash into rxmd if it's just going right back into nxpl?
About a half dozen new 340B contracts would sweeten the pot this upcoming quarter.
That would be sweet
Yes all the i’s are dotted and the t’s are crossed. I think the merger will close much sooner. I believe something bigger is in the works. Imo
That’s why we’re all here, to share. Any RXMD shares below $2.20 is money in the bank. I’ll be buying more.
I’ve got 10,000 shares of RXMD, after the merger they become 14,800.
Thanks for posting that, quick takeaway from the filing;
1.48 shares of NXPL for every 1 RXMD share
Pretty much all insiders can’t purchase or sell shares until after merger has been completed.
Now we know the conversion ratio.
8K is out!!
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): April 12, 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 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 contemplated thereby.
In addition, the Board affirmed the determination of the Special Committee and approved the consummation of the Merger and the execution of the Merger Agreement.
The Merger Agreement was also approved by a special committee of the Company’s board of directors, which was affirmed by the entirety of the Company’s board of directors, as well as the sole member of Merger Sub.
Conversion of Securities before the Effective Time
Immediately prior to the Effective Time, the issued and outstanding shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (“Company Preferred Stock”) shall automatically be converted into 1,500,000 shares of the common stock of the Company, par value $0.001 per share (“Company Common Stock”).
Conversion of Securities at the Effective Time
The following shall occur at the Effective Time: (a) each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into the number of shares of Parent’s common stock, par value $0.0001 per share (the “Parent Common Stock”) as determined by the quotient obtained by dividing (i) $2.20, or the “Company Per Share Value”, by (ii) $1.48, or the “Parent Per Share Value” (which consideration shall be referred to as the “Per Share Merger Consideration”); (b) each share of Capital Stock held in the treasury of the Company shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) each Company Option that is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted into an option to purchase shares of Parent Common Stock; (d) each Company Warrant that remains outstanding and unexercised immediately prior to the Effective Time shall automatically be converted into a warrant to purchase shares of Parent Common Stock; and (e) each Company RSU that is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted into a restricted stock unit in respect of shares of Parent Common Stock.
The Company Per Share Value was determined based upon an appraisal performed by an independent valuation firm retained by the Special Committee in connection with the negotiation of the Merger Agreement. The Parent Per Share Value was determined based upon the daily volume weighted average price of Parent’s Common Stock for the 20-trading day period ended on the day immediately preceding the date of the Merger Agreement.
Representations and Warranties
The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to the consummation of the Merger, and (ii) the Company and Parent preparing and Parent filing a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) and taking certain other actions to obtain the requisite approval of Parent’s and the Company’s stockholders to vote in favor of certain matters, including the adoption of the Merger Agreement and approval of the Merger, at stockholder meetings to be called for the approval of such matters.
Covenants and Conduct Prior to Closing
The Merger Agreement contains customary covenants by the parties thereto, including, among other things, covenants with respect to the conduct of the Company and Parent during the period between execution of the Merger Agreement and the Effective Time (the “Interim Period”). The covenants under the Merger Agreement include, among other things, the following: (i) that the Company has agreed to operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain specified actions without the prior written consent of Parent; and (ii) Parent has agreed to operate its business in the ordinary course prior to the closing of the Merger (with certain exceptions) and not to take certain specified actions without the prior written consent of the Company.
Lock-Up Agreements
On April 9, 2024, the Company entered into lock-up agreements with each of its directors and executive officers: Pamela Roberts, Jervis Bennet Hough, Pedro Rodriguez, Joseph Ziegler, Anthony Armas, and Elizabeth Alcaine (the “Company Lock-Up Agreements”). Additionally, separate lock-up agreements were established between the Company and the following directors and executive officers of Parent: David Phipps, Douglas Ellenoff, Robert Bedwell, Hector Delgado, Kendall Carpenter, Louis Cusimano, John E. Miller, and Maria Cristina Fernandez (the “Parent Lock-Up Agreements”). Notably, individuals serving roles in both the Company and Parent, such as Charles M. Fernandez, Cecile Munnik, and Rodney Barreto, were covered by a single lock-up agreement with the Company relating to each of their shares in both the Company and Parent (the “Hybrid Lock-Up Agreements”, together with the Company Lock-Up Agreements and Parent Lock-Up Agreements, the "Lock-Up Agreements"). All Lock-Up Agreements prohibit the aforementioned stockholders from selling, transferring, acquiring or purchasing any of the securities of either the Company or Parent during the Interim Period. Notwithstanding the Lock-Up Agreements, the directors of the Company will continue to receive any shares of Company Common Stock payable to such director as compensation pursuant to the terms of his or her director services agreement. There are no family relationships between Maria Cristina Fernandez and Charles M. Fernandez.
Conditions to Closing
The Closing is subject to certain conditions, including, among other things, (i) approval by the shareholders of the Company of the Merger, (ii) approval by the shareholders of Parent of the Merger, (iii) the Registration Statement being declared effective under the Securities Act, (iv) the Company’s delivery of officer’s certificate, and (v) Parent’s delivery of officer’s certificate.
Termination
The Merger Agreement may be terminated prior to the Effective Time under certain circumstances, including, among others, (i) by mutual written consent of either party, (ii) by either party if the Effective Time has not occurred prior to September 30, 2024, (iii) by either party in the event a governmental authority shall have issued an order having the effect of permanently restraining or otherwise prohibiting the Merger, which order is final and non-appealable, (iv) by either party if Parent Stockholders’ Meeting and any of the Parent Proposals shall fail to receive the requisite vote for approval, (v) by Parent upon the Company’s breach of any representation, warranty, agreement or covenant contained in the Merger Agreement, and such breach shall not be cured within thirty (30) days following receipt by the Company of written notice of such breach; or (vi) by the Company upon Parent’s breach of any representation, warranty, agreement or covenant contained in the Merger Agreement, and such breach shall not be cured within thirty (30) days following receipt by Parent of written notice of such breach.
The foregoing description of the Merger Agreement, the Lock-Up Agreements and the Merger does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement and Lock-Up Agreements, forms of which are attached as Exhibit 2.1 and 10.1 respectively hereto and are incorporated by reference herein. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Parent or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Parent’s or the Company’s public disclosures.
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 definitive proxy statement and other relevant materials for the Merger will be mailed to shareholders of Parent as of a record date to be established for voting on the Merger and the other related proposals. Shareholders will also be able to obtain copies of the proxy statement/prospectus, the definitive proxy statement 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
Parent and its directors and executive officers may be deemed participants in the solicitation of proxies from Parent’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 Parent is contained in Parent’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.
The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Parent in connection with the Merger. A list of the names of such directors and executive officers and information regarding their interests in the Merger will be included in the proxy statement for the Merger when available.
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 listing of the Ordinary Shares of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the Merger; (6) the risk that the announcement and consummation of the Merger disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Merger; (9) changes in applicable laws or regulations; (10) the possibility that Parent may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in the proxy statement to be filed relating to the Merger, including those under “Risk Factors” therein, and in Parent’s other filings with the SEC. There may be additional risks that Parent considers immaterial or which are unknown. Parent cautions that the foregoing list of factors is not exclusive. Parent cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Parent does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger. This Current Report on Form 8-K 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.
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.
They would come up with some BS way around it.
$RXMD
I don’t think they would sell either, but how does the board accept a 2.20 offer and turn down a 3 offer?
Fernandez and Barreto control both companies. I think an offer of $3 would be rejected but there is some price at which they would sell. My guess is $10. $60 mil for a $150 mil company is still a bargain.
They would, of course, drain off that $8 mil in the bank. Probably have $RXMD buy some newly issued $NXPL shares.
$RXMD
Rxmd has about $1.30 in cash so they are actually only paying about .90. Wonder what would happen if someone came in and offered $3.00 instead of their 2.20?
Unfortunately nxpl and rxmd still downing no matter how good that article is written , may be both companies too quiet ? Compare to Ms. Mars administration you should know why pps down ,down, ..down !
And here's a fourth - Halper Sadeh, LLP
More ambulance chasers have appeared. The third is Keuhn Law.
Thank you JS. Nice write up.
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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 |
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