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SUPPLEMENTAL INFORMATION AND DISCLOSURE STATEMENT THE SUSTAINABLE GREEN TEAM, LTD.
A Delaware Corporation
New York, NY 10069
Telephone: (407) 886-8733
Corporate Website: www.thesustainablegreenteam.com Corporation Email: traynor@sgtmltd.com
SIC – 0783 Trading Symbol: SGTM
OTCQX Supplemental Disclosure – Current Reporting of Material Corporate Events
Item 4. Changes in Independent Accountant
Termination of PCAOB Auditors
On May 8, 2024, the Board of Directors of The Sustainable Green Team (the “Company”), approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”). As part of the settlement, BF Borgers agreed to a permanent ban on appearing or practicing before the SEC (the “Ban”). As a result of BF Borgers’ settlement with the SEC, the Company dismissed BF Borgers as its independent accountant.
The Board of Directors is in the process of engaging a new public accounting firm and will provide an updated disclosure as soon as that occurs.
The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, but were qualified with an explanatory paragraph relating to the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2022 and 2021, and through the date of termination, May 7, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended December 31, 2022 and 2021, and through May 7, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K).
The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the
SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and- Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This disclosure statement contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based oncertainassumptions,discussfutureexpectations,describefutureplansandstrategies,or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements.
Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this disclosure statement. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward- looking statements after the date of this disclosure statement, whether as a result of new information, future events or otherwise.
The Sustainable Green Team, Ltd.
Date: May 10, 2024
Signature: /s/ Anthony J. Raynor
Name: Anthony J. Raynor
Title: Chief Executive Officer and Chairman of the Board
You bet I am. 100,000 share day in RXMD will move this a couple dollars. The share float is very small.
Everything looks great! 2.8 million shares will get gobbled up fast on 100,000 volume days.
I, Cecile Munnik, Chief Financial Officer of Progressive Care Inc. (“the Company”), certify that:
1. The Company is registered or required to file periodic reporting with the SEC or is exempt from SEC registration as indicated below (mark the box below that applies with an “X”):
REGISTERED or REPORTING WITH THE SEC:
[?] Company is registered under Section 12(g) of the Exchange Act
[?] Company is reporting under Section 15(d) of the Exchange Act.
[?] Company is a bank that reports to a Bank Regulator under Section 12(i) of the Exchange Act [?] Company is reporting under Regulation A (Tier 2)
[?] Other (describe)
EXEMPT FROM SEC REGISTRATION/NO SEC REPORTING OBLIGATIONS:
[?] Company is exempt from registration under Exchange Act Rule 12g3-2(b)
[?] Company is a bank that is non-SEC reporting but is current in its reporting to a Banking Regulator
[?] Company is reporting under the Alternative Reporting Company Disclosure Guidelines and is otherwise exempt from registration and not required to file periodic reporting
2. The Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters, and such information has been posted either on the SEC’s EDGAR system or the OTC Disclosure & News Service, as applicable.
3. The company is duly organized, validly existing and in good standing under the laws of Delaware in which the Company is organized or does business.
4. The share information below is for the primary OTCQB traded security as of the latest practicable date:
US Trading Symbol
RXMD
Shares Authorized
(A)
100,000,000
Total Shares Outstanding
(B)
6,240,731
Number of Restricted Shares1
(C)
3,400,333
Unrestricted Shares Held by Officers, Directors, 10% Control Persons & Affiliates
(D)
5,000
Public Float: Subtract Lines C and D from Line B
(E)
2,835,398
% Public Float: Line E Divided by Line B (as a %)2
(F)
45%
Number of Beneficial Shareholders of at least 100 shares3
(G) 1,029
As of (date): 3/29/2024 3/29/2024 3/29/2024 3/29/2024
3/29/2024 3/29/2024 12/31/2023
1 Restricted Shares means securities that are subject to resale restrictions for any reason. Your transfer agent should be able to provide the total number of restricted securities.
2 Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “10 percent Control Person”), or any Affiliates thereof, or any Family Members of officers,
directors, and control persons. Family Member shall mean a Person's spouse, parents, children, and siblings, whether by blood, marriage or adoption, or anyone residing in such Person's home. OTCQB traded securities are required to have a freely traded public float of at least 10% of the shares outstanding unless an exemption applies.
3 Beneficial Shareholder means any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security. OTCQB traded securities are required to have at least 50 beneficial shareholders unless an exemption applies.
OTC Markets Group Inc. OTCQB Certification (v. 3.2 March 7, 2023)
5.
Convertible Debt:
The following is a complete list of all promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities that were issued or outstanding at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification. (If the note is no longer outstanding as of the current date, but was outstanding during the previously described timeframe, the note must still be disclosed in the table below.):
[?] Check this box if there were no promissory notes, convertible notes, or other convertible debt arrangements issued or outstanding at any point during this time period.
Date of Note Issuance
Principal Amount at Issuance ($)
Outstanding Balance ($)4
Maturity Date
Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares)
# Shares Converted to Date
# of Potential Shares to be Issued Upon Conversion5
Name of Noteholder (entities must have individual with voting / investment control disclosed).6
Reason for Issuance (e.g., Loan, Services, etc.)
8/30/2022
$2,790,886
$0
8/31/2027
Mandatory conversion upon the later to occur of (a) the completion of the Company’s reverse stock split, and (b) the listing of the Company’s common stock on a national exchange, including the Nasdaq Capital Market, the Nadaq Global Market, or the New York Stock Exchange
1,312,379
0
NextPlat Investors – control person, NextPlat Corp.
Loan (1)
11/16/2022
$10,000,000
$0
11/16/2025
Voluntary conversion at the option of the Holder, at any time and from time to time by delivering to the Company a Notice of Conversion specifying the principal amount to be converted, which is due and payable and the date on which such conversion shall be effected.
0
1,916,667
NextPlat Corp – control person, Charles M. Fernandez
Capital Raise
Total Outstanding Balance: 0 Total Shares: 1,312,379
Use the space below to provide any additional details, including footnotes to the table above:
(1) NextPlat Investors Note was converted on May 5, 2023. The outstanding balance of $2,887,229 as of May 5, 2023 included accrued interest of $92,343.
4 The Outstanding Balance is to include accrued interest.
5 The total number of shares that can be issued upon full conversion of the Outstanding Balance. The number should not factor any “blockers” or limitations on the percentage of outstanding shares that can be owned by the Noteholder at a particular time. For purposes of this calculation, please use the current market pricing (e.g. most recent closing price, bid, etc.) of the security if conversion is based on a variable market rate.
6 International Reporting Companies may elect not to disclose the names of noteholders who are non-affiliates of the company. “Affiliate” is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, an officer, a director, or a shareholder beneficially owning 10 percent or more of the Company’s outstanding shares.
OTC Markets Group Inc. OTCQB Certification (v. 3.2 March 7, 2023)
6. The following is a complete list of any law firm(s) and attorney(s) that acted as the Company’s primary legal counsel in preparing its most recent annual report. Include the firm and attorney(s) name if outside counsel, or name and title if internal counsel. (If no attorney assisted in putting together the disclosure, identify the person(s) who prepared the disclosure and their relationship to the company.) Please also identify any other attorney, if different than the primary legal counsel, that assisted the company during the prior fiscal year on any matter including but not limited to, preparation of disclosure, press releases, consulting services, corporate action or merger assistance, etc.
Lucosky Brookman LLP: Joseph M. Lucosky, Esq.; Scott E. Linsky, Esq.
7. The following is a complete list of third-party providers, engaged by the Company, its officers, directors or controlling shareholders, at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification, to provide investor relations services, public relations services, marketing, brand awareness, consulting, stock promotion, or any other related services to the Company. Please include the following items in this list: firm name, firm address, primary contact name and description of services provided. If none, please state “None”.
InvestorBrandNetwork (IBN) 8033 Sunset Blvd
Suite 1037
Los Angeles, CA 90046 Investor relations services
Cision US Inc.
300 S Riverside Plaza Chicago, IL 60606 Investor relations services
MWGCO, Inc.
16 Tioga Drive
Jericho, NY 11753 Investor relations services
8. Officers, Directors and 5% Control Persons:
The following is a complete list of Officers, Directors and 5% Control Persons (control persons are beneficial owners of five percent (5%) or more of any class of the issuer’s equity securities), including name, address, and number of shares owned. Preferred shares, options, warrants that can be converted into common shares within the next 60 days should be included in the shareholdings listed below. If any of the beneficial shareholders are corporate entities, provide the name and address of the person(s) owning or controlling such corporate entities. If the corporate entity owning 5% or more does not have a person(s) owning or controlling it, provide a note explaining why. For nominee accounts owning 5% or more, provide the name of the 5% beneficial shareholder for this account. If there are no beneficial shareholders of 5% or more behind a nominee account, add a note confirming this.
Rodney Barreto
Name (First, Last)
Charles M. Fernandez
Pamela Roberts, PharmMD
Position/company affiliation
(ex: CEO, 5% control person)
Chairman of the Board of Directors and Chief Executive Officer
Vice Chairman of the Board of Directors
Chief Operating Officer
City and State
(and Country if outside US)
Coral Gables, FL
Coral Gables, FL
Hallandale Beach, FL
Number of Shares Owned
(list common, preferred, warrants and options separately)
480,446(1) 157,203(2)
414,547(3) 125,762(4)
3,522
Class of shares owned
Common Stock
Common Stock
Common Stock
Percentage of Class of Shares Owned (undiluted)
Cecile Munnik
Chief Financial Officer
Hallandale Beach, FL
10.0% 8.5% 0.1%
5,000 Common Stock 0.5% 25,000(5)
OTC Markets Group Inc.
OTCQB Certification (v. 3.2 March 7, 2023)
Jervis Hough
Director
Hallandale Beach, FL
42,957
Common Stock
Joseph Ziegler
Director
Hallandale Beach, FL
32,126
Common Stock
Pedro Rodriguez
Director
Hallandale Beach, FL
31,667
Common Stock
Elizabeth Alcaine
Director
Hallandale Beach, FL
8,897
Common Stock
Anthony Armas
Director
Hallandale Beach, FL
8,897
Common Stock
NextPlat Corp
Controlling Person-Charles M. Fernandez
3250 Mary St., Suite 410 Coconut Grove, FL 33133
1,703,520(6) 1,500,000(7) 1,500,000(8)
Common Stock
NextPlat Corp.
Controlling Person-Charles M. Fernandez
3250 Mary St., Suite 410 Coconut Grove, FL 33133
3,000
Series B Preferred Stock
Dawson James Securities, Inc.
Controlling Person-Robert D. Keyser Jr. and James Hopkins
101 N. Federal Hwy., Suite 600 Boca Raton, FL 33432
471,500(9)
Common Stock
Sixth Borough Capital Find, LP
Controlling Person – Robert D. Keyser Jr.
1515 N. Federal Highway, Suite 300, Boca Raton, FL 33432
246,501(10) 228,240(11)
Common Stock
Armen Karapetyan
Control person
3742 NE 208th St., Aventura, FL 33180
260,846(12) 90,000(11)
0.7% 0.5% 0.5% 0.1% 0.1% 60.9%
100% 7.0%
7.4% Common Stock 5.6%
Use the space below to provide any additional details, including conversion terms of any class of the issuer’s equity securities:
Share information as of March 27, 2024, as disclosed in our most recent Annual Report on Form 10-K for the year
ending December 31, 2023.
(1) Fully vested shares of common stock, including 462,185 shares of common stock owned by eAperion Partners,
LLC, of which Mr. Fernandez is the owner.
(2) Unexercised fully vested stock options to acquire 157,203 shares of common stock.
(3) Fully vested shares of common stock.
(4) Unexercised fully vested stock options to acquire 125,762 shares of common stock.
(5) Unexercised fully vested stock options to acquire 25,000 shares of common stock.
(6) Fully vested shares of common stock.
(7) 3,000 convertible Series B Preferred Stock convertible into 1,500,000 shares of our common stock underlying a
warrant.
(8) 3,000 convertible Series B Preferred Stock convertible into 1,500,000 shares of our common stock.
(9) Shares of our common stock underlying a warrant.
(10)Fully vested shares of common stock.
(11)Shares of our common stock underlying a warrant.
(12)Fully vested shares of common stock, including 29,323 shares of common stock owned by Spark Financial
Consulting, of which Mr. Karapetyan is the owner.
9. Certification:
Date: 05/01/2024
Name of Certifying CEO or CFO: Cecile Munnik
Title: Chief Financial Officer
Signature: /s/ CECILE MUNNIK
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
Effective date was April 19, 2024.
NXPL is actually merging in RXMD.
About a half dozen new 340B contracts would sweeten the pot this upcoming quarter.
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.
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.
Financials have to be out by this week.
SGTM Secures Multi-Year Florida Government Contract
April 16, 2024|News and Media
Orlando, Florida – April 16, 2024 - Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM) ("Company"), a leading provider of sustainable and eco-friendly products, announces securing another prestigious multi-year government contract for biomass processing ata Florida landfill. SGTM continues strengthening itself, with eight ongoing contracts scheduled over the next five years.
Sustainable Green Team's state-of-the-art manufacturing process will use wood fibers, the biomass feedstock, to produce SGTM's revolutionary product, HumiSoil®. The conversion of biomass into reusable materials is an extraordinary milestone for SGTM, which is making significant strides in creating products and services that protect the environment and combat carbon emissions.
John Schultz, Director of Revenue and Operations at SGTM, expressed his enthusiasm about this accomplishment, stating, "This remarkable achievement marks a significant moment in our journey to convert biomass into reusable products. It demonstrates our commitment to safeguarding the environment and sequestering carbon, paving the way for a greener future."
Management's innovative approach and dedication to sustainability have earned SGTM a well-deserved reputation as a trailblazer in the industry.
By securing this Florida biomass government contract,Management is establishing itself as a leading force in biomass processing and reaffirming its commitment to creating a greener and more sustainable future.
For media inquiries or further information, please contact Tony Raynor at 1-407-886-8733 and traynor@sgtmltd.com.
About Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM):
Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM) is a leadin
Seems to me that someone or group is stirring the pot here. I would like to know what the agenda is.
BRODSKY & SMITH SHAREHOLDER UPDATE: Notifying Investors of the Following Investigations: Snap One Holdings Corp. (Nasdaq – SNPO), Encore Wire Corporation (Nasdaq – WIRE), Progressive Care Inc. (OTCQB - RXMD), HireRight Holdings Corporation (NYSE – HRT)
BALA CYNWYD, Pa., April 15, 2024 (GLOBE NEWSWIRE) -- Brodsky & Smith reminds investors of the following investigations. If you own shares and wish to discuss the investigation, contact Jason Brodsky (jbrodsky @bulldop01Toror-4847. There is no cost or financial obligation to you.??
Snap One Holdings Corp. (Nasdaq – SNPO)
Under the terms of the agreement, Snap One will be acquired by Resideo Technologies, Inc. (“Resideo”) (NYSE - REZI). Resideo will acquire Snap One for $10.75 per share in cash, for a transaction value of approximately $1.4 billion, inclusive of net debt. Upon closing, Snap One will integrate into Resideo’s ADI Global Distribution business. The investigation concerns whether the Snap One Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Resideo is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/snap-one-holdings-corp-nasdaq-snpo/.
Encore Wire Corporation (Nasdaq – WIRE)
Under the terms of the agreement, Encore Wire will be acquired by Prysmian (BIT - PRY) for $290.00 per share in cash for each share of Encore Wire held. The investigation concerns whether the Encore Wire Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether Prysmian is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/encore-wire-corporation-nasdaq-wire/.
Progressive Care Inc. (OTCQB - RXMD)
Under the terms of the agreement, Progressive Care will be acquired by NextPlat Corp (“NextPlat”) (Nasdaq – NXPL). Progressive Care shareholders will receive newly issued, registered shares of NextPlat's Common Stock. The exchange ratio of NextPlat shares to be issued in the business combination, not subject to adjustment, was calculated based upon a value per share of Common Stock of Progressive Care at $2.20. The investigation concerns whether the Progressive Care Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether NextPlat is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/progressive-care-inc-otcqb-rxmd/.
HireRight Holdings Corporation (NYSE – HRT)
Under the terms of the Merger Agreement, HireRight will be acquired by investment funds affiliated with General Atlantic, L.P. (“General Atlantic”) and Stone Point Capital LLC (“Stone Point” and together with General Atlantic, the “Sponsors”). The Sponsors are currently the beneficial owners of approximately 75% of the Company’s outstanding shares of common stock. Under the terms of the agreement, the Sponsors will acquire all of the outstanding shares they do not already own for $14.35 per share in cash, which implies a total enterprise value of approximately $1.65 billion. The investigation concerns whether the HireRight Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether the Sponsors are paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/hireright-holdings-corporation-nyse-hrt/.
Brodsky & Smith is a litigation law firm with extensive expertise representing shareholders throughout the nation in securities and class action lawsuits. The attorneys at Brodsky & Smith have been appointed by numerous courts throughout the country to serve as lead counsel in class actions and have successfully recovered millions of dollars for our clients and shareholders. Attorney advertising. Prior results do not guarantee a similar outcome.
?
Progressive Care Inc. (OTCQB - RXMD)
Under the terms of the agreement, Progressive Care will be acquired by NextPlat Corp (“NextPlat”) (Nasdaq – NXPL). Progressive Care shareholders will receive newly issued, registered shares of NextPlat's Common Stock. The exchange ratio of NextPlat shares to be issued in the business combination, not subject to adjustment, was calculated based upon a value per share of Common Stock of Progressive Care at $2.20. The investigation concerns whether the Progressive Care Board breached its fiduciary duties to shareholders by failing to conduct a fair process, including whether NextPlat is paying fair value to shareholders of the Company.
Additional information can be found at https://www.brodskysmith.com/cases/progressive-care-inc-otcqb-rxmd/.
There’s a lot of shares being traded (41,000,000) and there’s only 18,000,000 shares outstanding. Lots of shorting going on.
It appears that share exchange was already determined before this announcement. So it should be NexPlat $1.50 to Progressive $2.25.
Progressive Care Inc. Announces Record Full Year 2023 Results with Revenues of $49.7 Million, an Increase of 22% with Annual Gross Margins of 30%
APRIL 11, 2024 4:00PM EDT
Download as PDF
Results Driven by 17% Increase in Pharmacy Prescription Revenue and Over 136% Growth in 340B Contract Services Revenue
MIAMI, April 11, 2024 /PRNewswire/ -- Progressive Care Inc. (OTCQB: RXMD) ("Progressive Care" or the "Company"), a personalized healthcare services and technology provider, today announced financial results for the year ended December 31, 2023. The Company reported record annual revenues of approximately $49.7 million, a 22% increase from results reported for the year ended December 31, 2022, driven by strong growth at its PharmcoRx pharmacies and the addition of multiple new 340B contracts in the second half of 2023.
Progressive Care, Inc. logo (PRNewsfoto/Progressive Care, Inc.)
"Progressive Care's significant growth in 2023 reflects its continuing commitment to ensuring strong patient medical adherence through highly specialized care and its proven ability to support the unique needs of 340B covered entities. I am pleased with our team's success in greatly strengthening the Company's financial foundation and driving improved operational performance. We continue to seek opportunities to expand our pharmacy operations with new programs, such as the OTC benefit programs announced last year, and add additional clients within the 340B space," said Charles M. Fernandez, Chairman and CEO of Progressive Care Inc.
2023 Annual Financial Highlights
Total revenues increased by approximately $9.1 million, or 22%, to approximately $49.7 million for the year ended December 31, 2023, compared to $40.6 million in 2022. Sequentially, total revenues in the fourth quarter of 2023 increased by approximately 18% over revenue reported for the third quarter of 2023.
Prescription revenue, net of PBM fees, increased by approximately $5.8 million, or 17%, to approximately $40.7 million in 2023, compared to approximately $34.9 million in 2022.
340B contract revenue increased to approximately $9.0 million in 2023, an increase of approximately $5.2 million, or 136%, compared to approximately $3.8 million in 2022. The increase was attributable to an increase in the number of 340B contracts being serviced by the Company.
Annual gross profit margin increased to approximately 30% in 2023, from approximately 24% in 2022.
Fiscal 2023 results include a non-cash goodwill impairment charge of approximately $13.9 million, mostly related to the pharmacy services reporting unit. The impairment charge represents approximately 48% of the total amount of goodwill and other intangible assets, net that were recognized in the change in control transaction with NextPlat Corp in July 2023.
Cash balance as of December 31, 2023, was approximately $7.9 million, as compared to approximately $6.7 million as of December 31, 2022. The Company experienced a net cash provided by operations of approximately $0.9 million during the year ended December 31, 2023.
Organizational Highlights and Recent Business Developments
PharmcoRx added several additional 340B contracts during fiscal 2023 as it continues to support the unique needs of 340B covered entities. For the year ended December 31, 2023, approximately $0.8 million of the $5.2 million increase in 340B contract revenue was attributable to new 340B contracts, with the remaining $4.4 million increase related to increased prescription volume from existing 340B contracts.
Furthering its commitment to improving community access to valuable healthcare services, through partnerships with ProHealth Connect and NationsBenefits announced late in 2023, the Company began offering additional products and services for new and existing Medicare Advantage patients whose wish is to utilize their OTC benefits to purchase over-the-counter products at its PharmcoRx pharmacies. The Company also expanded its in-pharmacy offerings through an agreement with the Mark Cuban Cost Plus Drug Company ("Cost Plus Drugs"). The Cost Plus Drugs program allows participating patients the ability to purchase generic and branded medicines at cost plus a low fixed markup.
On June 30, 2023, NextPlat Corp (NASDAQ: NXPL, NXPLW) ("NextPlat"), Charles M. Fernandez, Chairman and Chief Executive Officer of the Company, and Rodney Barreto, Vice-Chairman of the Company, exercised their common stock purchase warrants in Progressive Care and collectively owned 53% of Progressive Care's voting common stock. As such, this constituted a change in control in Progressive Care and effective as of July 1, 2023, it is now a consolidated subsidiary of NextPlat for accounting purposes.
Mr. Fernandez concluded, "Looking ahead, our plans for Progressive Care remain focused on further supporting its growth in the large 340B and long-term care markets, as well as its ability to continue providing high quality, specialized offerings and services for our pharmacy customers. Our team is confident in the long-term value of Progressive Care and are committed to actively exploring every opportunity to best unlock its potential to the benefit of our patients, providers, and our shareholders."
Summary Financials for the Years Ended December 31, 2023 and 2022
Our results of operations as reported in our consolidated financial statements for the periods six months ended December 31, 2023 ("Successor"), six months ended June 30, 2023 ("Predecessor"), and the year ended December 31, 2022 ("Predecessor") are in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Although GAAP requires that we report on our results for the Successor and Predecessor periods separately, management views our operating results for the combined year ended December 31, 2023 by combining the results of the Predecessor and Successor periods because management believes such presentation provides the most meaningful comparison of our results to prior periods. We believe the key performance indicators such as operating revenues and expenses for the Successor period combined with the Predecessor period provide more meaningful comparisons to other periods and are useful in understanding operational trends.
Successor
Predecessor
Predecessor
Six Months
Ended
December 31,
2023
Six Months
Ended June 30,
2023
Year Ended
December 31,
2023
Year Ended
December 31,
2022
$ Change
% Change
Total revenues, net
$
26,779
$
22,948
$
49,727
$
40,602
$
9,125
22
%
Total cost of revenue
18,323
16,242
34,565
30,899
3,666
12
%
Total gross profit
8,456
6,706
15,162
9,703
5,459
56
%
Operating expenses
23,114
6,067
29,181
12,282
16,899
138
%
(Loss) income from operations
(14,658)
639
(14,019)
(2,579)
(11,440)
444
%
Other income (expense)
10
(5,406)
(5,396)
(3,324)
(2,072)
62
%
Loss before income taxes
(14,648)
(4,767)
(19,415)
(5,903)
(13,512)
229
%
Provision for income taxes
—
—
—
(1)
1
(100)
%
Net loss
(14,648)
(4,767)
(19,415)
(5,904)
(13,511)
229
%
Series A Preferred Stock dividend associated
with induced conversion
—
—
—
(541)
541
(100)
%
Net loss attributable to common shareholders
$
(14,648)
$
(4,767)
$
(19,415)
$
(6,445)
$
(12,970)
201
%
Financial Results for the Year Ended December 31, 2023
For the years ended December 31, 2023 and 2022, we recognized overall revenue from operations of approximately $49.7 million and $40.6 million during the years ended December 31, 2023 and 2022, respectively, an overall increase of approximately $9.1 million, or 22.5%. The increase in revenue was primarily attributable to an increase in prescription revenue, net of PBM fees of approximately $5.8 million, and an increase in 340B contract revenue of approximately $5.2 million, which was offset by a decrease in COVID-19 testing revenue of approximately $1.9 million, when compared to the prior year.
We have filled approximately 489,000 and 463,000 prescriptions during the years ended December 31, 2023 and 2022, respectively, a 6% year-over-year increase in the number of prescriptions filled.
Gross profit margins increased from 24% for the year ended December 31, 2022, to 30% for the year ended December 31, 2023. The increase in gross profit margins during 2023, compared to the prior year, was primarily attributable to the increase in 340B contract revenue, which has higher margins than revenue generated from pharmacy operations.
Loss from operations increased by approximately $11.4 million for the year ended December 31, 2023, when compared to the year ended December 31, 2022, because of the increase in gross profit of approximately $5.5 million, partially offset by the increase in operating expenses of approximately $16.9 million. The increase in operating expenses was primarily due to the recognition of approximately $13.9 million of goodwill impairment which was mostly related to the pharmacy operations reporting unit.
Net Loss
We had a net loss of approximately $19.4 million and $5.9 million for the years ended December 31, 2023 and 2022, respectively. The increase in net loss was primarily attributable to the goodwill impairment recognized in 2023, partially offset by the NextPlat transaction-related expenses and losses recognized in the prior year.
Annual Report on Form 10-K Available
The Company's Annual Report on Form 10-K, available at www.sec.gov and on the Company's website, contains a thorough review of its financial results for the year ended December 31, 2023.
About Progressive Care
Progressive Care Inc. (OTCQB: RXMD) 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. (NASDAQ: NXPL & NXPLW) on July 1, 2023.
Forward-Looking Statements
Forward-Looking Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company's expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target," "intend" and "expect" and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors discussed in our Annual Report on Form 10-K and other SEC filings that could cause the Company's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on management's beliefs and assumptions and on information currently available to Progressive Care, and Progressive Care does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.
Investor Contact for Progressive Care
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
Cision View original content to downl
Lionsgate CEO Jon Feltheimer says spinning off his Hollywood film and TV studio business from Starz via a Special Purpose Acquisition Company (SPAC) deal offers the best flexibility available before completing a planned and long-awaited full separation.
“We believe this transaction sets a valuation for the studio and increases our strategic optionality as we move toward separation,” Feltheimer told financial analysts during an after-market call on Thursday. His comments to investors follow Lionsgate unveiling plans last month to back into a SPAC to create a separately traded public company with a $4.6 billion enterprise value.
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Feltheimer told analysts the SPAC deal was the best way to uncover hidden shareholder value for the studio and Starz assets after the Hollywood studio considered strategic alternatives. “We had a number of options available for executing this step in our overall strategic plan. We believe that we selected the best option for aligning with our goal of a full separation, raising capital efficiently with substantial proceeds available to delever, and establishing an appropriate valuation for our studio supported by blue chip investors,” he argued.
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The proposed SPAC-style transaction, expected to close this spring, follows nearly two years of strategic talks by Lionsgate to spin off its studio division or Starz streaming platform. Feltheimer said his company struck a “fair price” with the SPAC transaction for the studios business, without having to take longer in the market to do a bigger capital raise or secure a higher valuation by structuring the deal differently.
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“I’d say we found a price that we thought was reasonable for raising equity, but doesn’t ultimately of course represent the full value of how we consider the studio. But we’re always happy when investors old and new come in and can make money with this,” Feltheimer told analysts.
The studio business, comprising Lionsgate’s TV production and Motion Picture Group divisions and a 20,000-title film and TV library, will be combined with Screaming Eagle Acquisition Corp., a special-purpose acquisition rights company — often referred to as a blank check company — led by SPAC sponsor Eagle Equity Partners and CEO Eli Baker.
Click on TRADES under SAPX
Would you sticky the news release that I had posted. Milestone news release in my opinion.
Please STICKY the previous post Thanks
Sports, Leisure & Entertainment
Seven Arts Entertainment Inc. Announces Multi-Million Dollar Revenue, Merger and Up-List Developments
ATLANTA, GA / ACCESSWIRE / April 10, 2024 / Seven Arts Entertainment Inc. (OTC PINK:SAPX), the "Company", a film and music production company, is pleased to announce the following updates:
As Seven Arts approaches the end of its fiscal year, management is pleased that the Company has strategically positioned itself for significant, immediate and long-term success. Recently the Company entered into an amended Agreement with Lionsgate Entertainment, for approximately $8mm USD of the Company's filmed assets. https://www.otcmarkets.com/filing/html?id=17415631&guid=yzQ-kHlLxd1joVh
In addition to this preliminary Agreement, Seven Arts and representatives of Lionsgate have initiated discussions to further develop assets, with a particular focus on the burgeoning Atlanta, GA market, which has been home to Seven Arts since 2021. Currently, Lionsgate is undergoing a restructuring, with an emphasis on its Atlanta studios endeavors, which is expected to generate an additional trading symbol. The Company has agreed to withhold efforts to pursue joint news releases until such time that Lionsgate completes this transition. ??LIONSGATE STUDIOS TO LAUNCH AS A SEPARATELY TRADED PUBLIC COMPANY (yahoo.com)
Pursuant to ongoing merger negotiations, which requires the Company to provide audited financial statements, management has determined it is in the best interest of Seven Arts and its shareholders to expedite these expectations and rapidly execute on its previously announced intent to up-list to full SEC reporting. To that end, the Company is actively working with its audit firm.
In management's efforts to restore the Company to its previous industry standing, Seven Arts continues to pursue new assets, revenue streams and negotiations with several major studios. Further third-party Agreements, worth in excess of $15mm USD are expected to be announced in the coming days. After a period of turbulence, nearly three years of focused commitment are yielding positive outcomes at a continually increasing rate for the Company and its shareholders. As an abundance of new opportunities continue to avail themselves, Seven Arts has been able to negotiate for nearly a year, that there would be no new increases to its outstanding shares. The Company will continue to pursue maintaining its capital structure and shareholder value as it embarks on this era of rapid growth.
Going forward and in keeping pace with the abundance of Company developments, Seven Arts will be providing regular updates through filings, press releases, shareholder conference calls, and podcasts. Management has resolved that routine communications and proactive investor relations will be paramount to the Company's future success.
About: Seven Arts Entertainment Inc. is a media and entertainment company developing a diverse portfolio of intellectual properties in the film and music industries publicly traded under symbol: SAPX
Forward-Looking Statements:
This press release contains forward-looking statements. The words 'believe,' 'may,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'should,' 'plan,' 'could,' 'target,' 'potential,' 'is likely,' 'will,' 'expect' and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all of the results anticipated by these forward-looking statements may not be achieved. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact:
info@sevenartsentertainment.com
Twitter:
@SAPX_7arts
SOURCE: Seven Arts Entertainment, Inc.
View the original
press release
on accesswire.com
Let’s shoot for Tuesday because chaos will definitely be affecting the market Monday with the solar eclipse.
You know , they can’t exist if we don’t respond to them.
I have other investments that have filed for delays, might be some accounting changes with SEC or IRS.
Name of the Issuer: Sustainable Green Team, LTD,
Check One: X Annual Report Quarterly Report Interim Report For Period Ended: December 31, 2023
Address of Principal Executive Office:
24200 County RD 561 Astatula, FL 34705
Reason for Delay in Posting Financial Report: State below in reasonable detail why the Annual/Quarterly Report could not be filed within the prescribed time period.
Anticipated Filing Date:
[Please note that the filing of this notification grants issuers 5 additional calendar days to post a Quarterly or Interim Report and 15 calendar days to post an Annual Report.]
April 16, 2024
The extension period is needed as a result of the auditor not having time to complete the December 31, 2023,
audit on the financial statements in time to be included in the Annual Report.
Person to contact regarding this notification: Date: April 01, 2024,
Signature: /s/ Anthony J. Raynor
Name: Anthony J. Raynor
Title: CEO & Chairman of the Board
Officer/Director Signature:
Date: April 01, 2024
Signature: /s/ Anthony J. Raynor Name: Anthony J. Raynor
Title: CEO & Chairman of the Board
Thanks for the update Stockforce.
Sustainable Green Team, Ltd. (SGTM) Signs Two Letter-of-Intents for Long-Term Partnership and Expansion in the United States and the Middle East
ORLANDO, Fla., April 01, 2024 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM), a leading Company in climate reversing technologies and provider of sustainable solutions, announces two signed Letter-of-Intents (LOI) for long-term partnership and expansion in the United States and the Middle East.
In the United States, Sustainable Green Team, Ltd. has signed an LOI agreement for negotiations to increase its capacity of 10 acres of strategic land in the southern region of a prominent port. This prime location will be a hub for SGTM's operations, enabling efficient transportation and consolidation of wood chip/mulch from various Florida sites. Consolidating these materials will streamline the exportation process of wood fibers, catalysts, and other core products to the Middle East.
To support its operations in the United States, SGTM has entered an LOI for negotiations on approximately 20 acres of paved land inside the port terminal for a long-term lease and partnership. This paved land will provide ample space for storage, processing, and distribution activities, further strengthening the Company's subsidiary, SGTM-VRM, LLC, in logistics capabilities and ensuring efficient operations.
In the Middle East, SGTM-VRM, LLC is expanding its presence by securing significant land for a long-term lease. This land, located within a prominent port, spans approximately 20 acres and offers immense potential for growth and development. SGTM-VRM plans to establish a comprehensive logistics and distribution hub on this land, serving domestic markets within the United Arab Emirates and international destinations. This expansion will enhance SGTM's logistics capabilities and contribute to regional economic development.
"This long-term partnership and expansion signify a major milestone for Sustainable Green Team, Ltd.," said Tony Raynor, CEO of SGTM. "We are committed to delivering sustainable solutions globally, and these strategic initiatives will enable us to serve our customers more efficiently and effectively."
Upon completing the Definitive Agreements, these strategic business actions should further strengthen SGTM's global presence and enhance its ability to provide sustainable solutions on a larger scale.
For media inquiries or further information, please contact Tony Raynor at 1-407-886-8733 and traynor@sgtmltd.com.
About Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM):
Sustainable Green Team (OTCQX: SGTM) ($SGTM) is a leading Company in climate reversing technologies, a provider of sustainable solutions to improve environmental health, promote sustainable practices, and deliver eco-friendly products and services. SGTM aims to make significant contributions to global sustainability; learn more by visiting the Company website, https://thesustainablegreenteam.com/, SGTM's YouTube Channel, corporate videos -
Looking at the talent Tony brought in and the accumulation of government contracts , this stock will be trading around $50 /share in the next few years.
Sustainable Green Team, Ltd. (SGTM) Announces Its Landmark Accomplishment Obtaining Florida County Contract Awards
Unlocking Growth & Maximizing Revenue through Government Contracting
ORLANDO, Fla., March 27, 2024 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM), a leading Company in climate reversing technologies and provider of sustainable solutions, announces being awarded another esteemed County Contract in Florida. This latest triumph is a remarkable achievement that reinforces the organization's unwavering dedication to sustainable practices and environmental stewardship.
The contract's key highlights focus on the enhancement and upkeep of parks and recreational facilities, enriching the lives of county residents. Spanning over five years and valued at approximately $3 million, the Sustainable Green Team, Ltd. will play a pivotal role in shaping the future of outdoor spaces within the community.
The comprehensive contract encompasses a wide range of services, including emergency assistance, to ensure the safety and well-being of park and trail users. Moreover, it extends to 5 state-of-the-art recreation centers, numerous charming small parks scattered across 15,000 acres of lush greenery, and an array of amenities such as senior centers, pools, splash pads, and dog parks.
SGTM has secured ongoing government contracts with a combined total value of $37 million over the next 4 to 5 years and foresees expanding this further by strategically adding additional agreements to increase the Company's market share in those existing areas.
What sets these contracts apart is SGTM's innovative approach to tree maintenance, which ensures the safety and well-being of the county's trees and utilizes the byproducts as feedstock for the Company's revolutionary product line. This groundbreaking utilization of resources promotes sustainability and demonstrates the organization's commitment to creating a circular economy.
"We are honored to have been chosen for this significant County Contract," states Tony Raynor, CEO/President of SGTM. "Through our sustainable practices and unwavering dedication to environmental preservation, we strive to create a greener and more vibrant community for current and future generations."
The Sustainable Green Team, Ltd. stands at the forefront of the green revolution, revolutionizing how to approach parks and recreation. With SGTM's exceptional services and unwavering commitment to sustainability, the Company continues to make remarkable strides in building a better and more environmentally conscious world.
For media inquiries or further information, please contact Tony Raynor at 1-407-886-8733 and traynor@sgtmltd.com.
About Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM):
Sustainable Green Team (OTCQX: SGTM) ($SGTM) is a leading company in climate reversing technologies, a provider of sustainable solutions to improve environmental health, promote sustainable practices, and deliver eco-friendly products and services. SGTM aims to make significant contributions to global sustainability; learn more by visiting the Company website, https://thesustainablegreenteam.com/, SGTM's YouTube Channel, corporate videos -
I would venture to say the yearly financials are going to be released.
News out!!
Sustainable Green Team (SGTM) Signs Memorandum of Understanding Agreement for Southeastern U.S. Waste Management Project
ORLANDO, Fla., March 22, 2024 (GLOBE NEWSWIRE) -- Sustainable Green Team, Inc. (OTCQX: SGTM) ($SGTM) ("SGTM" or "the Company"), a leading provider of sustainable waste management solutions, announced signing a Memorandum of Understanding (MOU) agreement for a waste management project in the southeastern United States. The MOU, signed on March 15, 2024, will remain in effect for 36 months, with joint commitments expected to generate sales of approximately $100 million.??
The MOU agreement calls for core technologies to address several unique waste treatment processes in specific client segments as follows:
Hog/Swine farms and pork production facilities.
Chicken and poultry processing facilities.
Military bases pollutants, waste, chemical by-products, and other base treatment facilities.
As per the above specific segments, SGTM has granted an exclusive distribution right to an agent in a defined territory including complete access to SGTM's products and services.
The Agreement expands SGTM's presence in the southeastern United States and will create a distribution hub to improve the overall living conditions in the region. The MOU also solidifies the partnership between SGTM and the project stakeholders, detailing both parties' collaborative commitments to design and implement SGTM's processes in the region and effectively leverage the core technologies to address the unique waste management challenges the specified client segments face.
"We are thrilled to enter into this Memorandum of Understanding for the 'Southeast USA Waste Management Project,'" Tony Raynor, CEO of the Sustainable Green Team, commented. "This Agreement demonstrates our commitment to sustainable waste management and highlights the core technologies' effectiveness in addressing unique waste treatment processes throughout various industries. We look forward to working closely with our agent in the territory and delivering innovative solutions to these client segments."
The signing of this MOU marks another important milestone for SGTM and furthers its position as a leader in sustainable waste management solutions. With an unwavering focus on environmental stewardship and cutting-edge technologies, SGTM is well-positioned to continue to make a significant impact in the waste management industry.
For media inquiries or further information, please contact Tony Raynor at 1-407-886-8733 and traynor@sgtmltd.com.
About Sustainable Green Team, Ltd. (OTCQX: SGTM) ($SGTM):
Sustainable Green Team (OTCQX: SGTM) ($SGTM) is a leading Company in climate reversing technologies, a provider of sustainable solutions to improve environmental health and promote sustainable practices, delivering eco-friendly products and services. SGTM aims to make significant contributions to global sustainability; learn more by visiting the Company website, https://thesustainablegreenteam.com/, SGTM's YouTube Channel, corporate videos -
With only 6.42 million shares outstanding, it would not be good to have a share buyback. It would hinder an uplisting.
Thanks for the info.
Getting in the mood for March Madness.
Will do. UCONN - PROVIDENCE just starting.
Don’t forget, Daylight Savings starts tomorrow.