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This should help NexPlat and RXMD.
Alibaba’s Tmall waives annual service fee, while Taobao relaxes ‘refund only’ policy
From September 1, Tmall will waive the annual software service fee it charges merchants
Saturday, 27 July 2024, 7:00:AM
Chinese e-commerce giant Alibaba Group Holding is waiving the annual service fee for merchants on Tmall and loosening its “refund only” policy to reward sellers with good track record on Taobao.
Tmall, home to mainly established brands and sellers, from September 1 will waive its annual software service fee that used to range from 30,000 yuan (US$4,145) to 60,000 yuan for merchants in various categories, Alibaba’s main e-commerce unit Taobao and Tmall Group (TTG) announced on Friday. Alibaba owns the South China Morning Post.
Existing Tmall sellers that paid the service fee in advance will receive a refund, while new merchants joining the platform after September will be exempt.
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Alibaba
In a separate announcement, Taobao said that its refund-only policy will be optimised to provide merchants with good track record on the marketplace more autonomy in handling refund requests from customers.
For merchants with an experience rating of 4.8 and above, Taobao said it will not intervene proactively to support consumers’ requests for refunds. Instead, it will encourage the buyer and seller to negotiate, according to the TTG statement. For stores with lower ratings, Taobao said it will give them autonomy in varying degrees.
Taobao and Chinese rival JD.com offered the refund-only policy in December, following an option that budget online retailer Pinduoduo has had in place since 2021. The policy allows shoppers to receive a refund for a product they are unhappy with, without having to return it. This arrangement has since sparked concern among some sellers about potential abuse of the terms.
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While that policy has safeguarded consumer rights, it has also been exploited by some freebie seekers who have “harmed the legitimate rights of businesses”, TGG said.
Taobao’s latest move aims “to create a more positive and healthy e-commerce ecosystem by ensuring consumer rights and improving business environment at the same time”, TTG said.
These initiatives by TTG reflect the group’s efforts to boost support for merchants amid increased competition from main domestic rival JD.com and the challenge from younger platforms such as PDD Holdings’ Pinduoduo and ByteDance-owned Douyin.
Earlier this year, TTG introduced artificial intelligence tools and functions for merchants to help improve services and attract new customers.
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Read more
Alibaba puts Olympics on the cloud, adding AI services while taking over for satellite
One of China’s ‘AI tigers’ raises another US$700 million from Big Tech
ByteDance-owned Douyin said to miss first-half e-commerce sales target
Alibaba, Tencent quickly adopt Meta’s Llama 3.1 AI model amid excitement
Alibaba bets on Taobao, Tmall clothing retailers to go up against Shein, Temu
Copyright © 2024 South China Morning Post Publishers Ltd. All rights reserved.
RXMD is losing another competitor.
‘A difficult decision’: Walmart to shutter all US health care services and hunker down on inflation-fueled growth in grocery business — what this means for consumers
The closures mark a major U-turn for the big-box retailer.
Jul 24, 2024
Inflation is proving to be a curse and a blessing for big-box retailer Walmart (WMT).
On April 30, the chain announced that it plans to close all of its health centers and shut down its virtual care services due to “the challenging reimbursement environment and escalating operating costs.”
Walmart described the move as “a difficult decision” but stated the “lack of profitability” has made the healthcare business “unsustainable… at this time.”
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But those same cost pressures nipping Walmart’s fledgling healthcare business in the bud have proven a boon to the retail giant’s grocery business.
On the same day it announced the end of Walmart Health, the retailer set in motion its largest private brand food launch in 20 years — capitalizing on inflation-fueled growth in its grocery business to introduce Bettergoods to the market. Here's what that means for consumers.
Killer health care costs
Walmart launched Walmart Health in 2019 with the mission of improving health care affordability and accessibility.
In its five-year lifespan, the health business has opened 51 health centers across five states: Arkansas, Florida, Georgia, Illinois and Texas. To complement those brick-and-mortar locations, it also acquired telehealth provider MeMD for an undisclosed amount in 2021.
However, in light of Walmart's recent news, healthcare startup Fabric (formerly known as Florence) inked a deal in June to aquire the rights to MeMD.
It is not clear exactly when each clinic location will shutter, but insiders told CNBC they expect the closures to occur in the next 45 to 90 days. However, the closures will not stretch to Walmart’s nearly 4,600 pharmacies and more than 3,000 vision centers across the country.
This news is a major U-turn from a Walmart Health announcement in March, when Dr. David Carmouche, senior vice president of Omnichannel Care, said the unit “will be growing in a big way” in 2024 — with plans to open 28 new Walmart Health center locations, including in two new states: Missouri and Arizona.
One reason why Walmart is exiting this business is the “challenging reimbursement environment.” This revolves around the rising cost of healthcare in the U.S., which has ticked up for the past several decades due to three main factors, according to a 2023 study by the Peter G. Peterson Foundation: population growth, population aging, and rising prices for healthcare products and services.
A 2023 article by Boston Consulting Group stated that healthcare providers “need further substantial reimbursement increases from insurers to offset the double-digit cost jumps and structural economic challenges faced by health systems.”
In other words, the government (through Medicare, Medicaid, the Children’s Health Insurance Program (CHIP) and subsidized Affordable Care Act (ACA) marketplace plans) and private health insurers would have to raise their rates (how much they charge for insurance) to cover health services so that businesses like Walmart Health could turn a profit.
With that necessity proving unlikely in the near future, the retail giant made the “difficult decision” to shut up shop.
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Booming grocery business
When one door closes, another opens — at least that’s the case for Walmart. The big-box retailer is debuting a new grocery brand, Bettergoods, which it describes as “a new elevated experience that delivers quality, unique, chef-inspired food at an incredible value.”
The new brand includes 300 items spanning frozen goods, dairy, snacks, beverages, pasta, soups, coffee, chocolate and more — all costing less than $15, with most products available for under $5.
According to a CNBC analysis, this marks a major effort from Walmart — the country’s largest grocer by revenue — to retain the shoppers it has attracted during a period of high inflation.
In 2023, food prices increased by 5.8%, per USDA data. While that was an improvement from the prior year’s 9.9%, the cost of groceries is still proving a major pain point for U.S. consumers — and a big boon for the nation’s grocers.
In its most recent fiscal year, ending January 2024, Walmart’s net sales for groceries in the U.S. rose nearly 7% year over year to $264.2 billion.
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This article provides information only and should not be construed as advice. It is provided without warranty of any kind.
Gotcha 👍
Are you getting enough rain on the East Coast? Here in Sacramento, CA we topped out at 108 degrees and no rain.
That’s an awefully big spread. Quiet period for SEC should end this week.
100 shares moved this stock up 42%.
Introducing MicrobeMan®: The Superhero of Sustainability
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Franco-Nevada To Release Second Quarter 2024 Results
Source: PR Newswire (US)
TORONTO, July 16, 2024 /PRNewswire/ - Franco-Nevada Corporation announced today that it will report its second quarter 2024 results as follows:
Second Quarter 2024 Results Release:
August 13th after market close
Conference Call and Webcast:
August 14th 8:00 am ET
Dial-in Numbers:
Toll-Free: 1-888-390-0546
International: 416-764-8688
Conference Call URL (This allows participants to join
the conference call by phone without operator assistance.
Participants will receive an automated call back after
entering their name and phone number):
https://bit.ly/4bPqwE1
Webcast:
www.franco-nevada.com
Replay (available until August 21st):
Toll-Free: 1-888-390-0541
International: 416-764-8677
Passcode: 676469 #
Cision View original content:https://www.prnewswire.com/news-releases/franco-nevada-to-release-second-quarter-2024-results-302198643.html
SOURCE Franco-Nevada Corporation
Paperwork was submitted around 6/20/24, so the SEC review may be completed.
Table of Contents
As filed with the U.S. Securities and Exchange Commission on July 16, 2024
Registration No. 333-280324
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXTPLAT CORP
(Exact name of registrant as specified in its charter)
Nevada
6770
65-0783722
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
3250 Mary Street, Suite 410
Coconut Grove, FL 33133
(305) 560-5355
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles M. Fernandez, Chief Executive Officer
NextPlat Corp
3250 Mary Street, Suite 410
Coconut Grove, FL 33133
(305) 560-5355
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ralph V. De Martino, Esq.
Marc Rivera, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Telephone: (202) 857-6000
Joseph M. Lucosky, Esq.
Scott E. Linsky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South; 5th Floor
Woodbridge, NJ 08830
Telephone: (732) 395-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ?
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ?
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
?
Accelerated filer
?
Non-accelerated filer
?
Smaller reporting company
?
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 7(a)(2)(B) of the Securities Act. ?
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
?
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
?
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Table of Contents
Explanatory Note
This pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-280324) of NextPlat Corp is being filed for the sole purpose of filing Exhibits 5.1, 8.1, 99.3, and 99.4. Accordingly, Part I has been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Neither our Amended and Restated Articles of Incorporation (as amended) nor our Amended and Restated Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statutes. NRS Section 78.7502, provides that a corporation may indemnify any director, officer, employee or agent of a corporation against expenses, including fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
II-1
Table of Contents
Our Amended and Restated Articles of Incorporation (as amended) provides that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the NRS, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification. We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the NRS would permit indemnification.
Our Amended and Restated Bylaws provide that a director or officer of the Company shall have no personal liability to the Company or its stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of section 78.3900 of the NRS as it may from time to time be amended or any successor provision thereto.
II-2
Table of Contents
Item 21. Exhibits and Financial Statements Schedules
Exhibit
No.
Description
2.1#
Merger Agreement dated as of April 12, 2024, by and among NextPlat Corp, Progressive Care LLC, and Progressive Care Inc. (included as Annex A to this joint proxy statement/prospectus).
3.1
Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014).
3.2
Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014).
3.3
Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2016).
3.4
Certificate of Change to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021).
3.5
Certificate of Amendment of the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
3.6
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
4.1
Description of NextPlat Corp’s Securities Registered Under Section 12 of the Exchange Act. (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).
4.2
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.3
Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.4
Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
II-3
Table of Contents
Exhibit
No.
Description
4.5
Form of Warrant Agreement issued in offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022)
4.6
Form of Placement Agent Warrant Agreement issued in offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022)
5.1*
Opinion of ArentFox Schiff LLP regarding the validity of the NextPlat securities.
8.1* Tax Opinion of ArentFox Schiff LLP
10.1
Form 7% Convertible Promissory Note (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.2
Form Note Purchase Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.3+
David Phipps Employment Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.4+
Thomas Seifert Employment Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.5+
2020 Equity Incentive Plan (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 31, 2021).
10.6
Form Note Purchase Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 4, 2020).
10.7
Form 6% Convertible Promissory Note (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 4, 2020).
10.8
Debenture by and among Global Telesat Communications LTD and HSBC UK BANK PLC, dated July 16, 2020 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 21, 2020).
10.9
Coronavirus Business Interruption Loan Agreement by and among Global Telesat Communications LTD and HSBC UK BANK PLC, dated July 16, 2020 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 21, 2020).
10.10
Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement dated August 21, 2020 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on August 27, 2020).
II-4
Table of Contents
Exhibit
No.
Description
10.11
Form of Option Agreement (Incorporated by reference to Form 10-K, filed with the Securities and Exchange Commission on March 29, 2019)
10.12
Convertible Promissory Note by and between Orbital Tracking Corp. and Power Up Ltd., dated January 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2019).
10.13
Form of Share Note Exchange Agreement by and between Orbital Tracking Corp and certain holders of the Company’s preferred stock. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2019).
10.14
Form of 6% Promissory Note dated April 30, 2019, by and between Orbital Tracking Corp and certain holders of the Company’s preferred stock. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2019).
10.15
Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement dated May 13, 2019. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2019).
10.16
Amendment to Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement dated May 13, 2019. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2019).
10.17
Form 7% Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.18
Form Note Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.19+
David Phipps Employment Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.20+
Thomas Seifert Employment Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.21+
Form Fernandez Restricted Stock Agreement (incorporated by reference to Exhibit 10.19 to Amendment No.4 to the Company’s registration statement on Form S-1 filed with the SEC on May 25, 2021, File No. 333-253027).
II-5
Table of Contents
Exhibit
No.
Description
10.22+
Fernandez Employment Agreement, dated May 23, 2021 (incorporated by reference to Exhibit 10.20 to Amendment No.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 25, 2021, File No. 333-253027).
10.23+
Fernandez Employment Agreement, dated June 2, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report filed with the SEC on August 17, 2021).
10.24+
Form of Director Offer Letter (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
10.25
Form of Maxim Lockup Agreement (incorporated by reference to Exhibit A to Underwriting Agreement filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021).
10.26+
Hector Delgado Independent Director Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.27+
Louis Cusimano Independent Director Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.28+
John E. Miller Independent Director Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.29+
Kendall W. Carpenter Independent Director Agreement (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
II-6
Table of Contents
Exhibit
No.
Description
10.30+
David Phipps Employment Agreement (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.31+
Thomas Seifert Employment Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.32+
Sarwar Uddin Employment Agreement (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2021).
10.33+
Theresa Carlise Employment Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2021).
10.34
Alibaba.com Supplemental Services Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.35
Alibaba.com Transaction Services Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.36
Alibaba.com Terms of Use (incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.37+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.38+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and David Phipps (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.39+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Sarwar Uddin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.40+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Theresa Carlise (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.41+
Employment Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas S. Ellenoff (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 27, 2022).
10.42+
Employment Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).
10.43+
Stock Option Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas Ellenoff (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
II-7
Table of Contents
Exhibit
No.
Description
10.44+
Restricted Stock Award Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas Ellenoff (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
10.45+
Stock Option Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
10.46+
Restricted Stock Award Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
10.47+
Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2021).
10.48+
Amendment No. 1 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.49+
Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.50+
Restricted Stock Award Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.50 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.51+
Stock Option Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.51 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.52+
Amendment No. 2 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Theresa Carlise (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.53+
Director Services Agreement, dated January 11, 2022, between Orbsat Corp and Rodney Barreto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2022).
10.54
Form of Securities Purchase Agreement dated as of December 31, 2021, by and among Orbsat Corp and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2022).
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Exhibit
No.
Description
10.55
Form of Registration Rights Agreement dated as of December 31, 2021, by and among Orbsat Corp and the Investors (incorporated by reference to Exhibit A of Exhibit 10.54 to this Annual Report on Form 10-K).
10.56+
Orbsat Corp Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2021).
10.57+
Orbsat Corp 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2021).
10.58+
Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.59+
Amendment No. 1 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.60+
Amendment No. 2 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Theresa Carlise. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
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Exhibit
No.
Description
10.61+
Form of Indemnity Agreement by and between Orbsat Corp and Douglas Ellenoff entered into on November 18, 2021 (incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 27, 2022).
10.62+
Form of Registration Rights Agreement by and between Orbsat Corp and Douglas Ellenoff entered into on November 18, 2021 (incorporated by reference to Exhibit A of Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 27, 2022).
10.63+
Restricted Stock Award Agreement, dated December 18, 2021, by and between Orbsat Corp and Charles M. Fernandez (275,000 shares of restricted stock) (incorporated by reference to Exhibit 10.63 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.64+
Restricted Stock Award Agreement, dated December 18, 2021, by and between Orbsat Corp and Charles M. Fernandez (101,000 shares of restricted stock) (incorporated by reference to Exhibit 10.64 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.65+
Restricted Stock Award Agreement, dated December 18, 2021, by and between Orbsat Corp and David Phipps (incorporated by reference to Exhibit 10.65 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.66+
Form of Restricted Stock Award Agreement between the Company and each of Paul R Thomson (10,000 shares) and Theresa Carlise (15,000 shares), entered into in December 2021 (incorporated by reference to Exhibit 10.66 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.67+
Form of Restricted Stock Award Agreement between the Company and each of Kendall Carpenter, Louis Cusimano, Hector Delgado and John E. Miller, entered into in December 2021 (incorporated by reference to Exhibit 10.67 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.68+
Form of Stock Option Grant Notice and Agreement between Orbsat Corp and each of Charles M. Fernandez (75,000 shares), Paul R Thomson (10,000 shares) and Theresa Carlise (15,000 shares), entered into in December 2021 (incorporated by reference to Exhibit 10.68 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.69+
Restricted Stock Award Agreement, dated December 20, 2021, by and between Orbsat Corp and Rodney Barreto (incorporated by reference to Exhibit 10.69 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
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Exhibit
No.
Description
10.70+
Amendment No. 1 Employment Agreement, dated May 2, 2022, by and between NextPlat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.71+
Stock Option Agreement, dated July 1, 2022, by and between NextPlat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.72+
Restricted Stock Agreement, dated July 22, 2022, by and between NextPlat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.73
Securities Purchase Agreement, dated August 30, 2022, by and between NextPlat and Progressive Care Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022)
10.74
Confidential Note Purchase and Release Agreement, dated August 30, 2022, by and between the Company, Progressive Care, Iliad Research and Trading, L.P., PharmCo, L.L.C., Charles Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022).
10.75
Debt Modification Agreement dated August 30, 2022, by and between the Company, Progressive Care, Charles Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022).
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Exhibit
No.
Description
10.76+
Director Services Agreement dated as of September 28, 2022, by and between the Company and M. Cristina Fernandez (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 5, 2022).
10.77+
Stock Option Agreement, dated as of October 1, 2022, by and between the Company and M. Cristina Fernandez (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 5, 2022).
10.78
Securities Purchase Agreement dated November 16, 2022, by and between NextPlat and Progressive Care Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.79
Form of Debenture (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.80
Security Agreement, dated as of November 16, 2022, by Progressive Care, Inc., Touchpoint RX, LLC, Family Physicians RX, Inc., and ClearMetrX Inc. in favor of NextPlat Corp (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.81
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.82
Employment Agreement, dated as of November 7, 2022, by and between the Company and Robert Bedwell (incorporated by reference to Exhibit 10.6 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.83
Employment Agreement, dated as of November 14, 2022, by and between the Company and Paul Thomson (incorporated by reference to Exhibit 10.7 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.84
Employment Agreement, dated as of November 14, 2022, by and between the Company and Cecile Munnik (incorporated by reference to Exhibit 10.8 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.85+
Stock Option Agreement dated December 5, 2022, and effective as of November 7, 2022, by and between the Company and Robert Bedwell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K Filed on December 5, 2022).
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Exhibit
No.
Description
10.86+
Stock Option Agreement dated December 5, 2022, and effective as of November 14, 2022, by and between the Company and Cecile Munnik (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K Filed on December 5, 2022).
10.87
Form of Securities Purchase Agreement dated December 9, 2022, by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022).
10.88
Form of Registration Rights Agreement dated December 9, 2022, by and among the Company and the Investors (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022).
23.1†
Consent of RBSM LLP, independent registered public accounting firm of NextPlat
23.2† Consent of CohnReznick LLP, independent registered public accounting firm of Progressive Care
23.3†
Consent of Daszkal Bolton LLP, independent registered public accounting firm of Progressive Care
23.4*
Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
99.1†
Form of Proxy Card of NextPlat Corp.
99.2†
Form of Proxy Card of Progressive Care, Inc.
99.3*
Consent of Anthony Armas to be named as a director of NextPlat
99.4*
Consent of Jervis Bennett Hough to be named as a director of NextPlat
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Exhibit
No.
Description
99.5† Consent of Steen Valuation Group
101.ins†
Inline XBRL Instance Document
101.sch†
Inline XBRL Taxonomy Schema Document
101.cal†
Inline XBRL Taxonomy Calculation Document
101.def†
Inline XBRL Taxonomy Linkbase Document
101.lab†
Inline XBRL Taxonomy Label Linkbase Document
101.pre†
Inline XBRL Taxonomy Presentation Linkbase Document
104†
Cover Page Interactive Data File (embedded within the Inline XBRL document)
107†
Filing Fee Table
+
Indicates management contract or compensatory plan or arrangement.
† Previously filed
*
Filed herewith
#
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
Item 22. Undertakings
a.
The undersigned registrant hereby undertakes:
i.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(2)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(3)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
ii.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
iii.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
iv.
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
v.
That, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(2)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(3)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(4)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
vi.
The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable Form.
vii.
The undersigned registrant hereby undertakes as follows: that every prospectus (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
viii.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
b.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
c.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in Coconut Grove, State of Florida, on July 16, 2024.
NEXTPLAT CORP
By:
/s/ Charles M. Fernandez
Name:
Charles M. Fernandez
Title:
Chief Executive Officer and Executive Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Charles M. Fernandez
Chief Executive Officer and Executive
July 16, 2024
Charles M. Fernandez
Chairman of the Board (Principal Executive Officer)
*
Vice Chairman and Chief Business
July 16, 2024
Douglas S. Ellenoff
Development Strategist
/s/ Cecile Munnik
Chief Financial Officer
July 16, 2024
Cecile Munnik
(Principal Financial Officer)
*
Director and President of NextPlat, Chief
July 16, 2024
David Phipps
Executive Officer of Global Operations
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/s/ Robert Bedwell
Chief Compliance Officer
July 16, 2024
Robert Bedwell
*
Director
July 16, 2024
Hector Delgado
*
Director
July 16, 2024
John Miller
*
Director
July 16, 2024
Kendall Carpenter
*
Director
July 16, 2024
Louis Cusimano
*
Director
July 16, 2024
Rodney Barreto
*
Director
July 16, 2024
Maria Cristina Fernandez
*By: /s/ Cecile Munnik
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As filed with the U.S. Securities and Exchange Commission on July 16, 2024
Registration No. 333-280324
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXTPLAT CORP
(Exact name of registrant as specified in its charter)
Nevada
6770
65-0783722
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
3250 Mary Street, Suite 410
Coconut Grove, FL 33133
(305) 560-5355
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles M. Fernandez, Chief Executive Officer
NextPlat Corp
3250 Mary Street, Suite 410
Coconut Grove, FL 33133
(305) 560-5355
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ralph V. De Martino, Esq.
Marc Rivera, Esq.
ArentFox Schiff LLP
1717 K Street NW
Washington, DC 20006
Telephone: (202) 857-6000
Joseph M. Lucosky, Esq.
Scott E. Linsky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South; 5th Floor
Woodbridge, NJ 08830
Telephone: (732) 395-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ?
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ?
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ?
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
?
Accelerated filer
?
Non-accelerated filer
?
Smaller reporting company
?
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 7(a)(2)(B) of the Securities Act. ?
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
?
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
?
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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Explanatory Note
This pre-effective Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-280324) of NextPlat Corp is being filed for the sole purpose of filing Exhibits 5.1, 8.1, 99.3, and 99.4. Accordingly, Part I has been omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Neither our Amended and Restated Articles of Incorporation (as amended) nor our Amended and Restated Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statutes. NRS Section 78.7502, provides that a corporation may indemnify any director, officer, employee or agent of a corporation against expenses, including fees, actually and reasonably incurred by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
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Our Amended and Restated Articles of Incorporation (as amended) provides that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the NRS, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract. Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification. We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the NRS would permit indemnification.
Our Amended and Restated Bylaws provide that a director or officer of the Company shall have no personal liability to the Company or its stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of section 78.3900 of the NRS as it may from time to time be amended or any successor provision thereto.
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Item 21. Exhibits and Financial Statements Schedules
Exhibit
No.
Description
2.1#
Merger Agreement dated as of April 12, 2024, by and among NextPlat Corp, Progressive Care LLC, and Progressive Care Inc. (included as Annex A to this joint proxy statement/prospectus).
3.1
Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014).
3.2
Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014).
3.3
Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2016).
3.4
Certificate of Change to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021).
3.5
Certificate of Amendment of the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
3.6
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
4.1
Description of NextPlat Corp’s Securities Registered Under Section 12 of the Exchange Act. (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).
4.2
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.3
Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.4
Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
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Exhibit
No.
Description
4.5
Form of Warrant Agreement issued in offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022)
4.6
Form of Placement Agent Warrant Agreement issued in offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022)
5.1*
Opinion of ArentFox Schiff LLP regarding the validity of the NextPlat securities.
8.1* Tax Opinion of ArentFox Schiff LLP
10.1
Form 7% Convertible Promissory Note (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.2
Form Note Purchase Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.3+
David Phipps Employment Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.4+
Thomas Seifert Employment Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.5+
2020 Equity Incentive Plan (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 31, 2021).
10.6
Form Note Purchase Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 4, 2020).
10.7
Form 6% Convertible Promissory Note (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 4, 2020).
10.8
Debenture by and among Global Telesat Communications LTD and HSBC UK BANK PLC, dated July 16, 2020 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 21, 2020).
10.9
Coronavirus Business Interruption Loan Agreement by and among Global Telesat Communications LTD and HSBC UK BANK PLC, dated July 16, 2020 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 21, 2020).
10.10
Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement dated August 21, 2020 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on August 27, 2020).
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Exhibit
No.
Description
10.11
Form of Option Agreement (Incorporated by reference to Form 10-K, filed with the Securities and Exchange Commission on March 29, 2019)
10.12
Convertible Promissory Note by and between Orbital Tracking Corp. and Power Up Ltd., dated January 14, 2019. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2019).
10.13
Form of Share Note Exchange Agreement by and between Orbital Tracking Corp and certain holders of the Company’s preferred stock. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2019).
10.14
Form of 6% Promissory Note dated April 30, 2019, by and between Orbital Tracking Corp and certain holders of the Company’s preferred stock. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2019).
10.15
Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement dated May 13, 2019. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2019).
10.16
Amendment to Note Purchase Agreement by and among the Company and the lenders set forth on the lender schedule to the Note Purchase Agreement dated May 13, 2019. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2019).
10.17
Form 7% Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.18
Form Note Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.19+
David Phipps Employment Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.20+
Thomas Seifert Employment Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.21+
Form Fernandez Restricted Stock Agreement (incorporated by reference to Exhibit 10.19 to Amendment No.4 to the Company’s registration statement on Form S-1 filed with the SEC on May 25, 2021, File No. 333-253027).
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Exhibit
No.
Description
10.22+
Fernandez Employment Agreement, dated May 23, 2021 (incorporated by reference to Exhibit 10.20 to Amendment No.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 25, 2021, File No. 333-253027).
10.23+
Fernandez Employment Agreement, dated June 2, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report filed with the SEC on August 17, 2021).
10.24+
Form of Director Offer Letter (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
10.25
Form of Maxim Lockup Agreement (incorporated by reference to Exhibit A to Underwriting Agreement filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021).
10.26+
Hector Delgado Independent Director Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.27+
Louis Cusimano Independent Director Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.28+
John E. Miller Independent Director Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.29+
Kendall W. Carpenter Independent Director Agreement (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
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Exhibit
No.
Description
10.30+
David Phipps Employment Agreement (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.31+
Thomas Seifert Employment Agreement (incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.32+
Sarwar Uddin Employment Agreement (incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2021).
10.33+
Theresa Carlise Employment Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2021).
10.34
Alibaba.com Supplemental Services Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.35
Alibaba.com Transaction Services Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.36
Alibaba.com Terms of Use (incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.37+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.38+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and David Phipps (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.39+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Sarwar Uddin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.40+
Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Theresa Carlise (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).
10.41+
Employment Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas S. Ellenoff (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 27, 2022).
10.42+
Employment Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).
10.43+
Stock Option Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas Ellenoff (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
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Exhibit
No.
Description
10.44+
Restricted Stock Award Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas Ellenoff (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
10.45+
Stock Option Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
10.46+
Restricted Stock Award Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report filed with the SEC on November 15, 2021).
10.47+
Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2021).
10.48+
Amendment No. 1 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.49+
Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.50+
Restricted Stock Award Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.50 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.51+
Stock Option Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.51 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.52+
Amendment No. 2 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Theresa Carlise (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.53+
Director Services Agreement, dated January 11, 2022, between Orbsat Corp and Rodney Barreto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2022).
10.54
Form of Securities Purchase Agreement dated as of December 31, 2021, by and among Orbsat Corp and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2022).
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Exhibit
No.
Description
10.55
Form of Registration Rights Agreement dated as of December 31, 2021, by and among Orbsat Corp and the Investors (incorporated by reference to Exhibit A of Exhibit 10.54 to this Annual Report on Form 10-K).
10.56+
Orbsat Corp Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2021).
10.57+
Orbsat Corp 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2021).
10.58+
Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.59+
Amendment No. 1 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Paul R. Thomson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
10.60+
Amendment No. 2 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Theresa Carlise. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).
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Exhibit
No.
Description
10.61+
Form of Indemnity Agreement by and between Orbsat Corp and Douglas Ellenoff entered into on November 18, 2021 (incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 27, 2022).
10.62+
Form of Registration Rights Agreement by and between Orbsat Corp and Douglas Ellenoff entered into on November 18, 2021 (incorporated by reference to Exhibit A of Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on January 27, 2022).
10.63+
Restricted Stock Award Agreement, dated December 18, 2021, by and between Orbsat Corp and Charles M. Fernandez (275,000 shares of restricted stock) (incorporated by reference to Exhibit 10.63 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.64+
Restricted Stock Award Agreement, dated December 18, 2021, by and between Orbsat Corp and Charles M. Fernandez (101,000 shares of restricted stock) (incorporated by reference to Exhibit 10.64 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.65+
Restricted Stock Award Agreement, dated December 18, 2021, by and between Orbsat Corp and David Phipps (incorporated by reference to Exhibit 10.65 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.66+
Form of Restricted Stock Award Agreement between the Company and each of Paul R Thomson (10,000 shares) and Theresa Carlise (15,000 shares), entered into in December 2021 (incorporated by reference to Exhibit 10.66 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.67+
Form of Restricted Stock Award Agreement between the Company and each of Kendall Carpenter, Louis Cusimano, Hector Delgado and John E. Miller, entered into in December 2021 (incorporated by reference to Exhibit 10.67 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.68+
Form of Stock Option Grant Notice and Agreement between Orbsat Corp and each of Charles M. Fernandez (75,000 shares), Paul R Thomson (10,000 shares) and Theresa Carlise (15,000 shares), entered into in December 2021 (incorporated by reference to Exhibit 10.68 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.69+
Restricted Stock Award Agreement, dated December 20, 2021, by and between Orbsat Corp and Rodney Barreto (incorporated by reference to Exhibit 10.69 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
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Exhibit
No.
Description
10.70+
Amendment No. 1 Employment Agreement, dated May 2, 2022, by and between NextPlat Corp and Andrew Cohen (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.71+
Stock Option Agreement, dated July 1, 2022, by and between NextPlat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.72+
Restricted Stock Agreement, dated July 22, 2022, by and between NextPlat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.73
Securities Purchase Agreement, dated August 30, 2022, by and between NextPlat and Progressive Care Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022)
10.74
Confidential Note Purchase and Release Agreement, dated August 30, 2022, by and between the Company, Progressive Care, Iliad Research and Trading, L.P., PharmCo, L.L.C., Charles Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022).
10.75
Debt Modification Agreement dated August 30, 2022, by and between the Company, Progressive Care, Charles Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022).
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Exhibit
No.
Description
10.76+
Director Services Agreement dated as of September 28, 2022, by and between the Company and M. Cristina Fernandez (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 5, 2022).
10.77+
Stock Option Agreement, dated as of October 1, 2022, by and between the Company and M. Cristina Fernandez (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 5, 2022).
10.78
Securities Purchase Agreement dated November 16, 2022, by and between NextPlat and Progressive Care Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.79
Form of Debenture (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.80
Security Agreement, dated as of November 16, 2022, by Progressive Care, Inc., Touchpoint RX, LLC, Family Physicians RX, Inc., and ClearMetrX Inc. in favor of NextPlat Corp (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.81
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).
10.82
Employment Agreement, dated as of November 7, 2022, by and between the Company and Robert Bedwell (incorporated by reference to Exhibit 10.6 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.83
Employment Agreement, dated as of November 14, 2022, by and between the Company and Paul Thomson (incorporated by reference to Exhibit 10.7 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.84
Employment Agreement, dated as of November 14, 2022, by and between the Company and Cecile Munnik (incorporated by reference to Exhibit 10.8 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.85+
Stock Option Agreement dated December 5, 2022, and effective as of November 7, 2022, by and between the Company and Robert Bedwell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K Filed on December 5, 2022).
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Exhibit
No.
Description
10.86+
Stock Option Agreement dated December 5, 2022, and effective as of November 14, 2022, by and between the Company and Cecile Munnik (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K Filed on December 5, 2022).
10.87
Form of Securities Purchase Agreement dated December 9, 2022, by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022).
10.88
Form of Registration Rights Agreement dated December 9, 2022, by and among the Company and the Investors (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022).
23.1†
Consent of RBSM LLP, independent registered public accounting firm of NextPlat
23.2† Consent of CohnReznick LLP, independent registered public accounting firm of Progressive Care
23.3†
Consent of Daszkal Bolton LLP, independent registered public accounting firm of Progressive Care
23.4*
Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
99.1†
Form of Proxy Card of NextPlat Corp.
99.2†
Form of Proxy Card of Progressive Care, Inc.
99.3*
Consent of Anthony Armas to be named as a director of NextPlat
99.4*
Consent of Jervis Bennett Hough to be named as a director of NextPlat
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Exhibit
No.
Description
99.5† Consent of Steen Valuation Group
101.ins†
Inline XBRL Instance Document
101.sch†
Inline XBRL Taxonomy Schema Document
101.cal†
Inline XBRL Taxonomy Calculation Document
101.def†
Inline XBRL Taxonomy Linkbase Document
101.lab†
Inline XBRL Taxonomy Label Linkbase Document
101.pre†
Inline XBRL Taxonomy Presentation Linkbase Document
104†
Cover Page Interactive Data File (embedded within the Inline XBRL document)
107†
Filing Fee Table
+
Indicates management contract or compensatory plan or arrangement.
† Previously filed
*
Filed herewith
#
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
Item 22. Undertakings
a.
The undersigned registrant hereby undertakes:
i.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(2)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(3)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
ii.
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
iii.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
iv.
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
v.
That, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(2)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(3)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(4)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
vi.
The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable Form.
vii.
The undersigned registrant hereby undertakes as follows: that every prospectus (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
viii.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
b.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
c.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in Coconut Grove, State of Florida, on July 16, 2024.
NEXTPLAT CORP
By:
/s/ Charles M. Fernandez
Name:
Charles M. Fernandez
Title:
Chief Executive Officer and Executive Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Charles M. Fernandez
Chief Executive Officer and Executive
July 16, 2024
Charles M. Fernandez
Chairman of the Board (Principal Executive Officer)
*
Vice Chairman and Chief Business
July 16, 2024
Douglas S. Ellenoff
Development Strategist
/s/ Cecile Munnik
Chief Financial Officer
July 16, 2024
Cecile Munnik
(Principal Financial Officer)
*
Director and President of NextPlat, Chief
July 16, 2024
David Phipps
Executive Officer of Global Operations
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/s/ Robert Bedwell
Chief Compliance Officer
July 16, 2024
Robert Bedwell
*
Director
July 16, 2024
Hector Delgado
*
Director
July 16, 2024
John Miller
*
Director
July 16, 2024
Kendall Carpenter
*
Director
July 16, 2024
Louis Cusimano
*
Director
July 16, 2024
Rodney Barreto
*
Director
July 16, 2024
Maria Cristina Fernandez
*By: /s/ Cecile Munnik
Here’s some old news.
MIAMI, FL, Sept. 15, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire -- Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology company, is pleased to announce the appointments of Charles M. Fernandez as its new Chairman of the Board and Rodney Barreto as Vice-Chairman of the Board effective September 13, 2022.
“I am privileged to take on the role of Chairman at such an exciting time for Progressive Care. I look forward to working closely with the Board and its leadership team to help ensure that during a time when technology is rapidly transforming the healthcare industry, Progressive Care can continue to innovate and make a positive impact on all stakeholders for years to come,” said Charles Fernandez.
Mr. Fernandez is the Executive Chairman and CEO of NextPlat Corp and has over 30 years’ experience in identifying profitable start-up and dislocation opportunities, building significant value, and executing exit strategies as an entrepreneur and global investor. In 2008, Charles M. Fernandez joined Fairholme Capital Management. As President, he co-managed all three Fairholme funds, and was commended for bringing in a $2 billion gain for shareholders. Throughout his impressive career in Media, Pharmaceuticals, Healthcare, Finance and Technology, he has participated in more than 100 significant mergers, acquisitions, and product development projects. Mr. Fernandez was the founder, Chairman, and CEO of eApeiron Solutions, LLC, a brand protection and e-commerce company in partnership with Alibaba and Eastman Kodak which was successfully sold to Smartrac, leading developer, manufacturer, and supplier of RFID and Internet of Things (“IoT”) solutions, a unit of Avery Dennison Corporation.
“I share in Progressive Care’s belief that technology has the potential to significantly improve patients' lives and create healthier communities,” said Rodney Barreto. “It’s my honor to join Progressive Care’s Board of Directors and to be part of a company that is committed to enhancing chronic care management through constant innovation.”
Mr. Barreto's business career spans over 35 years including his role at the Barreto Group and earlier, as the founding partner of Floridian Partners, LLC, a corporate and public affairs consulting firm recognized by policy makers as one of the top in its industry in Florida. He has chaired the Super Bowl Host Committee in 2007, 2010 and 2020, helping to raise more than $100 million dollars for the success of Miami Super Bowls. As a philanthropist and conservationist, Mr. Barreto is also a three-time appointee to the Florida Fish and Wildlife Conservation Commission after having been appointed first by Governor Jeb Bush, the Governor Charlie Crist, and most recently by Governor Ron DeSantis where he has served for over 10 years including holding the title of Chairman eight times. He has twice chaired the Annual U.S. Conference of Mayors, was Chairman of the 1999 Breeder's Cup Championship held in South Florida and was the Chairman of the 1999 Sister Cities International Convention in Miami. Currently, Mr. Barreto is the Membership Chairman of the Florida Council of 100, and a member of the Boards of Fairchild Tropical Botanic Garden, the Baptist Health South Florida Giving Society, the Bonefish and Tarpon Trust, the Guy Harvey Ocean Foundation, and a member of Miami Dade County Schools Superintendent Carvalho's Business Advisory Council. Prior to his career in public affairs and real estate, Mr. Barreto was a City of Miami police officer and is a member of the Florida Highway Patrol Advisory Council.
Oleg Firer and Birute Norkute have resigned from the Company’s Board effective September 12, 2022. Ms. Norkute will continue to serve as the company’s Chief Operations Officer and Alan Jay Weisberg has assumed the new role of Co-Vice Chairman, remaining on the Board, while also continuing to serve as Progressive Care’s Chief Executive Officer.
“We are pleased to welcome Charlie and Rodney to Progressive's Board and are confident they will provide valuable leadership and perspectives as we continue to execute our growth strategy and drive profitability, enhancing value for our shareholders,” said Mr. Weisberg.
“Progressive Care is immensely grateful for Oleg’s dedication and support over the years, as he contributed his knowledge, expertise and insights to our Board. We wish him an abundance of success in his current mission and prosperity in his future endeavors,” concluded Mr. Weisberg.
For more information about Progressive Care, please visit the company’s website.
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Hopefully the SEC doesn’t question anything and endorses the merger. Otherwise everything gets delayed. It obvious that these billionaires know what they are doing so hopefully it gets accepted. Good luck to us shareholders.
I’m ready also, Turbo. This is the second week of the 3rd Quarter, so the anticipation would only increase until merger is complete. Waiting on the slow readers at the SEC to complete their work. Hang tight.
One observation I have noticed is the ACC/DIST graph has been steadily increasing since the first week of May. Someone or group has been quietly accumulating shares the past two months. Somebody knows something. Possible insider?
NextPlat Corp
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From the PR it states in () MARKETING PARTNER.
Sustainable Green Team, Ltd. Acquires Regen Hubs, its Related Entities, and its Assets
ORLANDO, Fla., July 02, 2024 (GLOBE NEWSWIRE) -- Sustainable Green Team, Ltd. (OTC: SGTM) announces, pursuant to a Binding Letter-of-Intent completed the strategic acquisition of Regen Hubs North America, Inc., Regen Hubs International, Inc., and HumiRock, LLC, along with their affiliates known as "Regen Hubs."??
The definitive agreement closed on July 1, 2024; the closing terms will be forthcoming in disclosure documents. SGTM believes Regen Hubs has accretive business operations, products, and technologies to grow consolidated operations. Regen Hubs brings an extensive professional and geographical network, which SGTM intends to leverage to expand its reach and drive positive change within the industry.
Regen Hubs is a leading organization focused on improving soil health, reducing chemical usage, and enhancing farmers' profitability through cutting-edge technology and strong partnerships. Committed to revolutionizing sustainable agricultural practices, Regen Hubs is at the forefront of driving positive change in the industry.
The SGTM team and Regen Hubs personnel are immediately working on a comprehensive plan for the sale, packaging, and distribution of SGTM's complete suite of products across various market sectors. Leveraging Regen Hubs' expertise and marketing networks, SGTM intends to establish strong partnerships and secure contracts with the military, NASA, federal and state governments, port authorities, universities, Indian reservations, and cattle ranchers in the United States, Africa, Mexico, and Panama.
Chad Roy, former President of Regen Hubs, states, "It's a great pleasure to finalize the acquisition of Regen Hubs North America Inc. by SGTM. This gives us an extraordinary delivery system provided by SGTM into our global partnerships, both in the retail and agricultural fields. We look forward to providing and delivering the world's most advanced scientific agricultural knowledge to the populace as fast as possible for planet restoration and food security."
From the acquisition, SGTM obtains Regen Hubs' established connections with major retail networks such as Walmart, Lowe's, Home Depot, Kroger, Menards, Tractor Supply, John Deere, Target, Sam's Club, PetCo, and others. Management expects to leverage these relationships to grow existing product lines and offer new products to this client base.
Tony Raynor, CEO at SGTM, states, "I would like to thank Chad Roy of Regen Hubs for his professional dedication to getting the deal done. Together with our new combined teams, we can see extraordinary opportunities globally in providing sustainable products for the small home grander to larger multinational entities. With the professional assistance of many, including Chad and Bobby Mann, I feel we can actively pursue and hopefully secure up to $100M in investment capital to accelerate our operations. These are very exciting times for all of us at SGTM."
In addition to their advisory roles, Chad Roy, Bobby Mann, Gus Ibrahim, and their respective teams will actively support SGTM in raising capital. The goal is to secure up to $100 million in investment capital, utilizing best practices to expedite growth and fuel transformative initiatives.
SGTM's acquisition represents a significant milestone for the Company as it seeks to revolutionize sustainable agricultural practices globally and establish itself as a leader in the industry.
For media inquiries or further information, please get in touch with Tony Raynor at 1-407-886-8733 and traynor@sgtmltd.com.
About Sustainable Green Team, Ltd. (OTC: SGTM) ($SGTM):
Sustainable Green Team, Ltd. (OTC+: 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 Bloomberg TV commercial -
NextPlat Expands E-Commerce Program in China to Include Broad Retail Distribution and Adds Digital/Social Media Marketing Capabilities with New Marketing Partner
JULY 02, 2024 8:00AM EDT
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New Marketing Partner to Support the Expanded Sales of OPKO-Branded Products Throughout China on Additional E-Commerce Platforms, in Brick-and-Mortar Retail Locations and Launch In-Country Digital Marketing Programs
COCONUT GROVE, Fla., July 2, 2024 /PRNewswire/ -- NextPlat Corp (NASDAQ: NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-Commerce provider, today announced that it has expanded its e-commerce development program in China through a new agreement with a leading Chinese healthcare and nutritional products marketing and distribution services partner (the "Marketing Partner"). The Marketing Partner will provide NextPlat with a full range of creative content, brand marketing and product sales and distribution services and support the Company's exclusive joint e-commerce development agreement with OPKO Health Europe ("OPKO"), a subsidiary of OPKO Health, Inc. (NASDAQ: OPK).
NextPlat Corp. logo (PRNewsfoto/NextPlat Corp.)
As a marketing specialist in China, the Marketing Partner currently supports international healthcare and nutritional products companies including Nature Made and ITO, and provides logistics, warehousing and distribution services throughout China. The Marketing Partner has successfully developed and executed brand awareness campaigns for healthcare products on dozens of e-commerce sites such as Alibaba's Tmall, JD and Temu, and on digital/social platforms such as TikTok, Xiaohongshu, Weibo, Bilibili and WeChat. The Marketing Partner also supports product distribution into physical stores such as pharmacies, convenience stores and supermarkets, as well as into major U.S.-based retail chains operating in China including Costco and Sam's Club. The Marketing Partner is developing a series of digital product promotion programs for select OPKO products which are expected to contribute to NextPlat's Chinese e-commerce sales later this year. These marketing programs may include utilizing well-known Chinese social media influencers, live videos/broadcasts on social media platforms, and articles and product blogs designed to introduce OPKO products to potentially millions of consumers.
"Our unique e-commerce development program was created to provide American companies with turn-key online sales, marketing and distribution access into the large Chinese consumer market without requiring the significant international infrastructure investments typically required. Through the addition of well-established marketing specialists in China, we believe we can provide our clients with a greater array of value-added services which can help drive product awareness and revenue," said Charles M. Fernandez, Executive Chairman and CEO of NextPlat.
According to TMO Group (Health & Food Supplements, China Market, April 2024), China, with its rapidly growing middle class, shows increasing interest in lifestyle and many non-prescription health options with increases in income levels supporting an emphasis on health and wellness. The report cites data from Euromonitor International, showing that over the past five years, the health supplement market (including vitamins and dietary supplements (VDS), sports nutrition, weight management and wellbeing, and herbal/traditional supplements) in China has steadily increased, reaching approximately 387.9 billion RMB (approximately $53.3 billion) in 2023, with a compound annual growth rate of 9.6%. It is expected that by 2028, the health supplements market in China will exceed 440 billion RMB (approximately $60.5 billion). The TMO Group report also indicates that the online channel is the most important channel for VDS products, especially for cross-border imported products and that in 2023, health supplements from the U.S. and Australia were the first choices for Chinese consumers.
"Today's new healthcare products marketing partnership in China broadens our digital and physical reach, including potentially dozens of additional online platforms as well as brick-and-mortar retailers across the country. Importantly, we can offer a valuable array of digital and social media promotion capabilities provided by a partner who has built a strong client portfolio in China, allowing us to significantly enhance the marketing of our initial OPKO products," said David Phipps, President of NextPlat and CEO of Global Operations.
NextPlat's e-commerce development program, held in coordination with local Florida chambers of commerce, initially aims to help Florida-based businesses and manufacturers market and sell their products to potentially millions of new customers. The development program features NextPlat's turnkey global e-commerce solution and leverages the capabilities and reach of key partners including Alibaba and its Tmall Global platform, and additional in-country marketing and distribution specialists who support cross-border solutions enabling global brands to reach Chinese consumers.
For more information about NextPlat, please visit www.NextPlat.com and connect with us on Facebook and X.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets including technology and healthcare. Through acquisitions, joint ventures and collaborations, the Company intends to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications division offering voice, data, tracking, and IoT products and services worldwide and pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care Inc. (OTCQB: RXMD).
Forward-Looking Statements
Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company's business and any of its products, services or solutions. The words "believe," "forecast," "project," "intend," "expect," "plan," "should," "would," and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company's ability to launch additional e-commerce platforms, sell healthcare products in China, and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company's previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), copies of which may be obtained from the SEC's website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.
No Offer or Solicitation
This press release is for informational purposes only and is not intended to and shall not constitute an offer to sell or
Chad Roy: A Strategic Advisor at SGTM
01 Jul 06:49 PM
SGTM is proud to welcome Chad Roy as the newest addition to our team of advisors. With a diverse background and extensive experience in various fields, Chad brings valuable expertise and a wealth of knowledge to our orga......Read More
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Robert "Bobby" Mann: A Strategic Advisor at SGTM
01 Jul 08:14 PM
We are thrilled to announce that SGTM has welcomed Robert "Bobby" Mann as its newest advisor. With over 30 years of experience in the Direct and Live Shopping businesses, Bobby is a highly successful entrepreneur and mar......Read More
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Looks like the future has arrived, RXMD should benefit greatly.
CVS, Walgreens, Rite Aid closing stores: a brick and mortar downfall?
The major U.S. pharmacy chains have closed locations around the nation in recent years amid the rise in online pharmacies.
It’s a trend that Jonathan Palmer, senior health care analyst at Bloomberg Intelligence, projected will continue especially as the dependency on online services continues to grow.
Just this week, Walgreens announced that it would close a "significant" number of under performing stores across the U.S. due to ongoing challenges with profitability and declining margins.
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CVS HEALTH TO CLOSE HUNDREDS OF DRUGSTORES
Earlier this month, Rite Aid announced that 27 locations in Michigan and Ohio have been added to the growing number of stores it plans to close while it restructures under Chapter 11 bankruptcy.
The initial list of store closures stood at 154 and has continued to grow throughout the bankruptcy proceedings which involves footprint optimization.
In 2021, CVS announced that it was shuttering 900 of its 10,000 retail locations over a three-year period.
CVS and Walgreens declined to comment on specifics of the closures. Rite Aid has not immediately responded to FOX Business' request for comment.
Palmer told FOX Business that the closures were the result of a culmination of a couple of different things, but online pharmacies have contributed to this downfall.
RITE AID TO CLOSE 53 MORE STORES AMID BANKRUPTCY PROCEEDING
"More consumers buy online than ever before and with next-day delivery in many cases - the value proposition of retail pharmacy isn't as compelling," Palmer said.
He argued that while pharmacies are convenient for household products, they aren't cheap.
"They're at a significant premium to a Walmart or a Target," Palmer said.
On top of that, the "reimbursement for dispensing drugs has been pressured by managed care and payers for years." There have also been more alternatives than ever before, such as the likes of Amazon Pharmacy, GoodRx or Mark Cuban's Cost Plus, he noted.
While suburbia is "relatively safe" from such closures, urban and rural communities won't be. Palmer estimated that they "are likely to face the brunt of the closures."
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This, he believes, should continue "as more and more options gain traction for online prescriptions."
The online channel got a significant boost in demand during the pandemic when consumers were forced to rely on it. However, the trend has persisted ever since.
"Whereas once virtual care wasn't common, suddenly online was the only option and with that adoption of virtual care there was a greater recognition that online pharmacy was also a viable route," Palmer said, adding that "everyday there are more patients who have only lived in a world where online shopping was the norm and that slow demographic shift is also a contributor."
Daniella Genovese is a consumer and business reporter for Fox Business and Fox News Digital.
This material may not be published, broadcast, rewritten, or redistributed.
©2024FOX News Network, LLC. All rights reserved.
Ratio is 1.46/ 1 share of RXMD.
I think the Big Day has arrived for the merger.
Explanatory Note
This registration statement contains two forms of the joint proxy statement/prospectus delivered separately to stockholders of NextPlat Corp (“NextPlat”) in connection with annual meeting of NextPlat’s stockholders and Progressive Care Inc. (“Progressive Care”) in connection with a special meeting of Progressive Care’s stockholders. The joint proxy statement/prospectus to be delivered to NextPlat stockholders in connection with the NextPlat-Progressive Care merger described in this document will contain a letter to NextPlat’s stockholders and a notice of the NextPlat annual meeting, as well as a separate table of contents and a separate section at the end of the joint proxy statement/prospectus containing information on proposals for purposes of complying with Nasdaq Listing Rule 5635(a), the election of NextPlat directors, the ratification of the selection of an independent registered public accounting firm, the approval, on an advisory basis, of the compensation of NextPlat’s named executive officers as disclosed in the proxy statement, and the adjournment of the NextPlat annual meeting if necessary to allow for the solicitation of additional proxies. Similarly, the joint proxy statement/prospectus to be delivered to Progressive Care Security Holders in connection with the merger will contain a letter to Progressive Care stockholders and a notice of the Progressive Care special meeting, as well as a separate table of contents and a separate section at the end of the joint proxy statement/prospectus.
Table of Contents
This SEC document is over 500 pages.
The following documents have been filed with the SEC:
SEC Filing Alert
S-4: Registration of securities issued in business combination transactions
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If you have any questions, or would like to contact Investor Relations, please reply to this email.
NextPlat Corp
3250 Mary St, Suite 410, Coconut Grove, FL 33133 United States of America
https://nextplat.com
Buenos nochas.
3rd quarter starts in two weeks, that’s what I’m waiting on all these years.
I have a timeshare , my week has Halloween in it. Lots of fun and parties.
Yeah there’s a lot of pretty ladies in Puerto Vallarta. Especially on Fridays and Saturdays along the Malecon.
Sacramento Ca. Love Mexican food and culture.
Been going to Mexico for past 35 years, tried them all. All the Modelos are good also. El Pacifico in a bottle at 38 degrees usually hits the spot.
El Pacifico beer.
Good advice Turbo. I’m having a cold one right now.
Great reply, thanks. 👍😎
About David Phipps
Mr. Phipps is the founder of the Company’s two subsidiaries, UK-based Global Telesat Communications and US-based Orbital Satcom Corp. and had served as the Company’s CEO and Chairman for six years, leading the company from start-up through its recent listing on Nasdaq. He has over 20 years’ experience in the communications industry, during which time he has overseen acquisitions, mergers and capital raising activities, and has more than 35 years of experience of investment management, finance, and operational roles in several private and public companies. Read less
Notice who the CEO of NexPlat is?
Joint Venture Expands Global Telesat's Portfolio of Satellite-Based Connectivity Solutions with Starlink's Low Earth Orbit (LEO) Network
COCONUT GROVE, Fla., May 20, 2024 /PRNewswire/ -- NextPlat Corp (NASDAQ: NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-Commerce provider, today announced that its subsidiary, Global Telesat Communications Ltd ("GTC"), through a new joint venture agreement with Pivotel Solutions Inc. (dba Pulsar) is now a global authorized reseller of SpaceX's Starlink satellite-based connectivity products. Starlink is the latest addition to GTC's growing list of tier-one Low Earth Orbit ("LEO") networks, enabling it to provide its consumer, enterprise, and government customers with a greater array of innovative satcom connectivity solutions.
Through the joint venture agreement with Pulsar, as an approved reseller, GTC will immediately begin offering Starlink connectivity services in the UK and other international markets serving mobile and maritime-based customers. Pulsar will provide back-end systems support services to GTC on behalf of its new Starlink customers.
"We are pleased to collaborate with Pulsar to begin offering SpaceX's revolutionary Starlink, LEO-satellite based connectivity products to customers, joining a very select group of premier partners. Starlink's unique capabilities and performance makes it an ideal connectivity solution for a wide array of applications, especially in remote outdoor locations or on the seas," said David Phipps, President of NextPlat and CEO of Global Operations, and Managing Director of Global Telesat Communications.
"GTC has established itself as a leading global provider of voice and data connectivity solutions from many of top providers in the satcom market. We look forward to supporting GTC as they bring the unique connectivity of SpaceX's Starlink to their large base of global customers," added Robert Sakker, President and CEO of Pulsar International.
For more information about NextPlat, please visit www.NextPlat.com and connect with us on Facebook and X.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets including technology and healthcare. Through acquisitions, joint ventures and collaborations, the Company intends to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications division offering voice, data, tracking, and IoT products and services worldwide and pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care Inc. (OTCQB: RXMD).
About Pulsar International
Pulsar International ('Pulsar') is a leading provider of satellite communications products and services, offering voice, data, and IoT solutions to customers in the commercial maritime, agri-tech, enterprise, and government markets. Pulsar operates across the globe, with offices located in North America, Latin America, Europe, and Asia. Its headquarters is located in Hollywood, FL USA.
Forward-Looking Statements
Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company's business and any of its products, services or solutions. The words "believe," "forecast," "project," "intend," "expect," "plan," "should," "would," and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company's ability to launch additional e-commerce platforms, sell new satellite connectivity products and services, and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company's previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), copies of which may be obtained from the SEC's website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.
Media and Investor Contact for NextPlat Corp:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
Media Contact for Pulsar International:
John Dark
925-788-6365
john.dark@pulsarbeyond.com
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SOURCE NextPlat Corp.