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Progressive's website shows the independent director, Joseph Ziegler, is currently the Chief Financial Officer of DAS Health, a private equity owned provider of IT Services to healthcare providers. He was appointed as the director of Progressive Care on Dec. 22, 2021. As a matter of fact, he left DAS health as the CFO in the same month of 2021 according to his Linkedin. His successor at DAS Health, Scott Lane, joined that company in July 2022 as the new CFO. However, Progressive Care just updated their website with all the new directors in November 2022, and they are still showing Joeseph as the CFO of DAS.
Joseph is currently unemployed. Wait, he's still the independent director here. LOL. Who can sort all these things out, please?
Both Progressive and NextPlat already have their own controllers, and even a Chief Accounting officer, Theresa Carlise, believe it or not. And yet Cecile is still currenly actively trying to hire another accounting manager as posted here earlier. Do you think they need another VP of accounting from Progressive, who was already hired in November?
https://ir.nextplat.com/company-information/management-and-advisors
And the timing of the new VP is exactly when they accounced Cecile's new CFO position at NextPlat. Can they make this more obvious? Why they didn't announce this news in their filings?
In what logical sense would they decide to hire Josph Zielger's former colleague from the Accounting department of Biometrix as the new Vice President of Accounting and Finance of Progressive Care when Cecile is still in charge as the CFO of both NextPlat and Progressive in November 2022? This makes zero sense if the two are to merge.
They cancelled s-1 becuase of obvious lack of interest from the market. It does no good to anyone if they force this to uplist by itself. I had thought NextPlat would naturally absorb Progressive Care after the cancellation, but the hiring of the new VP of accounting totally stirred up the situation.
Why does Progressive Care need a new VP of Accounting and Finace from Biometrix? This position is totally not needed if they are going to merge with NextPlat.
Reverse merger with an OTC pharmacy company and then uplist to Nasdaq?
Acon Investment bought Biometrix in 2016. After years of agressive acquisitions of many specialty pharmacies, they put Biometrix on sale in August, 2021. Interestingly, as of today, they still haven't found a buyer yet. What will be their next step?
https://www.pehub.com/acon-investments-biomatrix-is-up-for-sale/
https://aconinvestments.com/portfolio/
Pay attention Biomatrix was sold to a private equity ownership. Normally such private equity venture fund buys companies just to resell them or list them on exchanges.
Joseph Ziegler said this about Biomatrix on his Linkedin: "Specialty Pharmacy located in South Florida, dedicated to “Making a Difference” in the lives of people with Hemophilia, vWD and other Bleeding Disorders. During my tenure the company experienced rapid growth both organically and via acquisition. Next, we lead successful sale of the company to private equity ownership, deal closed November 2016. Stayed on with new owners for next two years, driving rapid growth, both organically and via acquisition."
Progressive Care's independent director, Joseph Ziegler, was the CFO of Private Equity backed specialty pharmacy Biomatrix between 2013 and 2018. He successfully drove top-line growth from $60 million to $500 million during his tenure with the company.
https://www.globenewswire.com/en/news-release/2021/12/22/2356646/0/en/Progressive-Care-Announces-Appointment-of-Two-New-Board-Members-to-the-Company-s-Board-of-Directors.html
Progressive Care's new VP of Accounting and Finance, Amanda Ferrio, was the Senior Accountant at Biomatrix between 2017 and 2018.
BioMatrix Specialty Pharmacy, an Inc. 5000 company, offers comprehensive nationwide specialty pharmacy services and digital health technology solutions for a range of chronic health conditions. Our growing family of pharmacies unites leaders in the specialty pharmacy industry to improve health and empower patients to experience a higher quality of life.
https://www.biomatrixsprx.com/about-us
If their goal is to merge Progressive Care into NextPlat, then there's no need for this new VP of Finance position at all. This will simply add up extra cost to the company if the two are planning to merge. So, no merge?
This is an interesting hire. Why would Progressive Care need a new chief of accounting and give the title as Vice President? Cecile is still in charge as the CFO.
Progressive Care has a new Vice President of Accounting and Finance, Amanda Ferrio. She joined the company in November 2022, when the CFO Cecile became the CFO of NextPlat.
https://www.linkedin.com/posts/activity-7003424505234608128-g1Sz?utm_source=share&utm_medium=member_ios
Traditionally, a dual-track transaction means a process in which the owners and management of a business run in parallel both an initial public offering (IPO) and a private merger and acquisition (M&A) sale process, usually by way of auction.
https://www.allenovery.com/en-gb/global/news-and-insights/publications/dual-track-transactions-maximising-the-options
This is their dual-track strategy, which started when they filed the S-1. Now maybe they will stay on OTC for a while? Merging into NextPlat is highly possible considering all the huge investment they have put in RXMD.
There's no doubt, NextPlat is transforming Progressive Care into a digitized healthcare company right now. With their huge investment in the company, the next phase will naturally focus on intergeration with more partners in this territory. We should see the ticker back to RXMD this week.
"Digitizing Healthcare" is listed as the No. 1 priority NextPlat is currently working on as shown on their home page. "Empowering patients and providers with digital healthcare tools".
https://www.nextplat.com/
5 Digital Health Tools That Are Changing Healthcare
https://www.mindcure.com/blog/5-digital-health-tools-that-are-changing-healthcare
Top Tools in Digital Healthcare
1. Telehealth
2. Wearable Technology
3. Artificial Intelligence
4. Data
5. Digital Therapeutics
On page 10, Progressive Care's Pharmaceutical, Consumer Healthcare and Lifestyle Products are expected to launch in Q1 2023 on NextPlat's Global E-Commerce Platform. They have 27+ E-commerce platforms and websites including Amazon, ShopifyPlus, Alibaba, ebay, OnBuy, Walmart, allegro etc.
https://d1io3yog0oux5.cloudfront.net/_3fd473c0aaae39f3bdc4130b76bc9420/nextplat/db/298/2577/pdf/NextPlat+Corp+Introduction+-+January+2023.pdf
NextPlat announced that its 2023 Annual Meeting of Stockholders will be held on Wednesday, May 31, 2023 and that shareholders shall be entitled to vote at the annual meeting. Will they vote on something about RXMD?
https://ir.nextplat.com/news-events/press-releases/detail/97/nextplat-announces-2023-annual-meeting-to-be-held-on
The E-Commerce Platform of theFuture
1. Highly experienced management team, Board of Directors and advisors with proven
expertise in M&A, finance, e-commerce, media, technology and healthcare
2. A global, state-of-the-art e-commerce platform serving customers in over 190 countries now
being upgraded with Web3 capabilities to seamlessly enable the sale of both tangible and
digital assets
3. A globally diversified, 24x7x365 revenue-generating business model with increasing levels of recurring revenue
4. Clean capital structure and balance sheet with no debt long-term debt*
Page 20
https://d1io3yog0oux5.cloudfront.net/_d2b37f6a73c985e8181bf90dfeb71179/nextplat/db/298/2577/pdf/NextPlat+Corp+Introduction+-+January+2023.pdf
Brand new NextPlat Presentaion for the new Web3 Platform. Just released in January 2023.
https://d1io3yog0oux5.cloudfront.net/_d2b37f6a73c985e8181bf90dfeb71179/nextplat/db/298/2577/pdf/NextPlat+Corp+Introduction+-+January+2023.pdf
Page 11 is just for RXMD
To continue this topic, here's another article comparing IPO vs. Direct Listing in more details:
https://www.bankrate.com/investing/direct-listing-vs-ipo/#:~:text=If%20a%20company%20is%20looking,exchange%20without%20any%20financial%20intermediary.
"A company may opt for a direct listing over a traditional IPO for a variety of reasons, but some of the key reasons involve money. Direct listings are cheaper, and if a company does not need capital to fund its operations, then it has little need to sell shares to the public using the IPO process.
Direct listings are much more cost-effective than a traditional IPO. Because it avoids the underwriters and most other financial intermediaries, a direct listing can be done much cheaper. In the largest IPOs, it may cost hundreds of millions of dollars for the company to go public.
Direct listings may also allow companies to go public without diluting their private investors’ interest in the company, if the company itself does not raise capital in the listing.
“Direct listings have traditionally been made in the over-the-counter (OTC) market, in which securities are traded through a broker-dealer network rather than on a listed exchange such as the New York Stock Exchange,” says Gilley. This method allowed companies to set their own terms, including the stock’s initial price and any limits on shares that could be purchased.
“Companies now have the option to register their shares of stock and undergo a direct listing on an exchange to allow the entire public market to gain access and determine the market price per share based on supply and demand,” says Gilley.
A direct listing also allows insiders to sell their stock immediately on the exchange without the lock-up of shares that is normal in the IPO process. In many cases the only stock available in a direct listing comes from insiders (and not from a company selling shares), so preventing insider sales would stymie the success of the direct listing process.
A company may be interested in a direct listing if it has a feature that would be less attractive to investors in the traditional IPO route. For example, two stocks that conducted a direct listing in recent years – Slack and Coinbase – both had a dual-share-class structure. This setup gives insiders a special class of stock, providing them many extra votes per share. In effect, this structure helps give insiders control of the company – a setup that many investors dislike."
Correct. In the meantime, it’s great opportunity to grab some more cheapies while it’s still available on OTC before it starts trading on Naz without any offering from the company!
In other words, this means no dilution from the company when uplisted to Nasdaq unless insiders sell, which is not likely.
Question #2 from Q3 CC:
Question: Will the company consider raising capital through a merger with a SPAC as an alternative way to a traditional IPO for the uplist?
Reponse: Current market conditions are not favorable for raising capital either through an IPO or a merger with a SPAC.
https://m.marketscreener.com/quote/stock/PROGRESSIVE-CARE-INC-120793189/news/Transcript-Progressive-Care-Inc-Special-Call-42323652/
I asked them this quesiton and I totally missed the IPO part when they ansewed it during the CC. What does this mean?
This means to me that they will most likely uplist to Nasdaq without an IPO, which is called a Direct Listing.
What is a direct listing at Nasdaq?
A direct listing allows companies to list on Nasdaq without concurrently raising capital. Typically, a company will list securities on a national securities exchange to provide restricted liquidity to existing shareholders and to raise capital via an Initial Public Offering (IPO). A direct listing, however, provides unrestricted liquidity to existing shareholders and the company does not concurrently issue securities to public investors to raise capital.
What is the difference between an IPO and direct listing?
When a company decides to go public, there are typically existing shareholders including founders, employees, and various early stage investors. Both an IPO and a direct listing enable these investors to cash out. However, in an IPO, there is a lock-up period—typically between 90 to 180 days—in which shareholders are restricted from selling outside of the Initial Public Offering. In a direct listing, there are no lock-up restrictions.
Jack Cassel, VP of New Listings and Capital Markets at Nasdaq, explains how a direct listing is one alternative path to the public markets. Read the article here.
https://www.nasdaq.com/solutions/direct-listings#:~:text=What%20is%20a%20direct%20listing,Initial%20Public%20Offering%20(IPO).
I agree. Charles is lining up the investors right now. Armen knows all along and that’s why he gave up his control to them. Very risky move during the transition.
Yes, it is going that direction right now. It might not be a simple direct uplist, but who knows.
There’s definitely more plans behind all these. This will be wild.
Charles and Rodney’s before RS preferred shares are not part of this new 51 series A preferred shares.
“Series A Preferred Stock
The first round of stock offered during the seed or early stage round by a portfolio company to the venture investor or fund. This stock is convertible into common stock in certain cases such as an IPO or the sale of the company. “
From the new 8-K, “The total number of shares of all classes of capital stock which the Corporation shall have authority to issue shall be One Hundred and Ten Million (110,000,000) shares, of which One Hundred Million (100,000,000) shares shall be designated as common stock, par value $0.0001 per share, and Ten Million (10,000,000) shares shall be designated as Preferred Stock. Of the 10,000,000 shares of Preferred Stock that the Corporation is authorized to issue, (i) Fifty-One (51) shares shall be designated as Series A Preferred Stock, par value $0.001 per share, having such designations, preferences and rights as described below; (ii) One Hundred Thousand (100,000) shares shall be designated as Series B Preferred Stock, par value $0.0001 per share, having such designations, preferences and rights as described below, and (iii) Nine Million Eight Hundred Ninety Nine Thousand Nine Hundred and Forty-nine (9,899,949) shares of undesignated preferred shares, par value $0.0001 per share.”
So they are starting a new round of 51 Series A preferred shares. Guess who will take over these 51 shares?
https://www.otcmarkets.com/filing/html?id=16297457&guid=bSl-kqOqQls2dth
They are playing a wild card. We are caught in the middle.
$4M out of Fernandez and Barreto’s own pockets. This again shows their great confidence in their own future, including Progressive Care’s future.
The insiders are absolutely confident in their own future. They could put in another $50M of their own money in this round. Progressive Care is playing a pivotal role and Charles knows it is extremely undervalued just like what “Purpose of Transaction” says in the 13-D.
Their directors and institutions will fund these $100M, just as what they did in the past 2 rounds of offerings. Very bullish as the insiders keep investing in their own company.
NextPlat has determined to use shares of Issuer’s securities owned and or purchasable by NextPlat to assert control over Issuer.
The Reporting Persons have not determined whether to maintain the Issuer as a separate controlled public entity of NextPlat or seek to consolidate it with NextPlat. The Reporting Persons intend to have discussions with other stockholders of the Issuer, as well as other interested parties and possibly representatives of the Issuer, as they continue to evaluate the situation.
https://www.sec.gov/Archives/edgar/data/1058307/000149315222033301/formsc13da.htm
The Reporting Persons acquired their positions in the securities that are the subject of this Schedule 13D (i) in the belief that the securities are undervalued, (ii) because the Reporting Persons believe that a strategic investment by NextPlat in the Issuer represents substantial business opportunities for the Issuer and for NextPlat with the promise of increasing the market value of both the Issuer’s securities and NextPlat’s securities; and (iii) to gain control of the Issuer by NextPlat. It is anticipated that NextPlat’s management team and select members of its Board of Directors, including Reporting Persons Charles M. Fernandez and Rodney Barreto will provide the Issuer with their experience in healthcare and digital technology including the development of new healthcare and lifestyle products, and it is anticipated that the Issuer’s products will be sold via NextPlat’s global e-commerce marketplaces. As part of this transaction, Mr. Fernandez was appointed as Chairman of the Board of Directors and Chief Executive Officer of the Issuer, and Mr. Barreto was appointed to Issuer’s Board of Directors as Vice Chairman. The Issuer intends to utilize a portion of the capital invested by the Reporting Persons to further fund deployment of its digital platforms and the development and sale of new health, fitness, and beauty products.
https://www.sec.gov/Archives/edgar/data/1058307/000149315222033301/formsc13da.htm
Charles sold his Tahiti Beach estate in Coral Gables in 2017 for $20M. Just to show you the investment power potential of our new CEO. Follow the money.
NextPlat is in a very aggressive expansion mode right now with tens of millions of dollars being infused by their billionaire directors and their institutional friends. The new S-3 is for more M/A activities. Progressive Care and the new $10M funding is part of this whole process.
Their past offerings were mostly all bought up by their own Directors and institutions. This time will be the same. Their Directors are some seriously rich people. Charles himself is a multi billionaire. Good time for Progressive Care.