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NextPlat is taking slow steps to acquire Progressive Care by having more than 51% voting rights. They will achieve this after the $10M funding to get up to 62% voting rights. Only after that, the shares exchange can start.
No it has not. After the issuance of $10M, yes. “This commonly occurs through mergers, consolidations or acquisitions resulting in a change in the ownership of more than 50% of the company's issued voting shares and/or a significant change in the composition of the company's board of directors.”
https://content.next.westlaw.com/practical-law/document/I2dee5a809c2b11e698dc8b09b4f043e0/Change-of-control?viewType=FullText&transitionType=Default&contextData=(sc.Default)
Why speculation, it’s in 8-k.
The most important thing for $RXMD shareholders: the higher $RXMD can go, the more $NXPL shares we will be able to acquire after the official Change-of-Control, AKA M/A.
So the purpose of issuing the new $10M funding is to officially acquire Progressive Care according to the 8-K. Because Cecile will be full time CFO of NextPlat by July 1, 2023, this change-of-control transaction will also be completed by that time. Actually I think both events will happen very soon. The $10M will be used by Progressive for some major expansion transactions that eventually will become part of NextPlat too.
So the purpose of issuing the new $10M funding is to officially acquire Progressive Care according to the 8-K. Because Cecile will be full time CFO of NextPlat by July 1, 2023, this change-of-control transaction will also be completed by that time. Actually I think both events will happen very soon. The $10M will be used by Progressive for some major expansion transactions that eventually will become part of NextPlat too.
The whole investment, including the previous $8M and the new $10M funding are all for the business expansions of NextPlat. It is so obvious now. They did all these to smoothly acquire Progressive Care and potentially more entities so the whole group can all trade through $NXPL eventually, which will turn into a game-changing Web3 high tech company that provides blockchain services in different industries, including Healthcare and Satellite Data Services etc. This will be huge for the whole group.
It is a Change-of-Control acquisition. It is clearly explained in the 8-K. NextPlat will acquire Progressive Care as a result of Change of control. This means RXMD will trade on Nasdaq through NXPL once the new $10M is converted.
Item 5.01. Changes in Control of Registrant
https://www.sec.gov/ix?doc=/Archives/edgar/data/1402945/000149315222032817/form8-k.htm
The disclosure included in Item 1.01 above is incorporated herein by reference.
A change of control of the Company may result from the issuance and conversion of the Debentures pursuant to the SPA. Assuming the issuance of the
Debentures in full to NextPlat and persons affiliated with NextPlat (collectively, the “NextPlat Parties”) and the exercise thereof in full, together with shares of
the Company’s common stock owned by the NextPlat Parties or issuable to the NextPlat Parties upon the exercise, assuming the occurrence thereof, in full, of
warrants and other securities convertible into the common stock of the Company, the NextPlat Parties would collectively own approximately 62% of the
Company’s outstanding common stock.
What is Change of Control?
https://www.divestopedia.com/definition/4746/change-of-control#:~:text=A%20change%20of%20control%20may,than%2050%20percent%20of%20the
A change of control may imply the sale or acquisition of the whole, or a substantially complete part, of all the assets of an entity due to a complete merger, demerger, restructuring, acquisitions transacted between any individuals and/or corporate entities, or any change in the ownership of more than 50 percent of the voting shares of the entity (in one or a series of related transactions).
The whole investment, including the previous $8M and the new $10M funding are all for the business expansions of NextPlat. It is so obvious now. They did all these to smoothly acquire Progressive Care and potentially more entities so the whole group can all trade through $NXPL eventually, which will turn into a game-changing Web3 high tech company that provides blockchain services in different industries, including Healthcare and Satellite Data Services etc. This will be huge for the whole group.
It is a Change-of-Control acquisition. It is clearly explained in the 8-K. NextPlat will acquire Progressive Care as a result of Change of control. This means RXMD will trade on Nasdaq through NXPL once the new $10M is converted.
Item 5.01. Changes in Control of Registrant
https://www.sec.gov/ix?doc=/Archives/edgar/data/1402945/000149315222032817/form8-k.htm
The disclosure included in Item 1.01 above is incorporated herein by reference.
A change of control of the Company may result from the issuance and conversion of the Debentures pursuant to the SPA. Assuming the issuance of the
Debentures in full to NextPlat and persons affiliated with NextPlat (collectively, the “NextPlat Parties”) and the exercise thereof in full, together with shares of
the Company’s common stock owned by the NextPlat Parties or issuable to the NextPlat Parties upon the exercise, assuming the occurrence thereof, in full, of
warrants and other securities convertible into the common stock of the Company, the NextPlat Parties would collectively own approximately 62% of the
Company’s outstanding common stock.
What is Change of Control?
https://www.divestopedia.com/definition/4746/change-of-control#:~:text=A%20change%20of%20control%20may,than%2050%20percent%20of%20the
A change of control may imply the sale or acquisition of the whole, or a substantially complete part, of all the assets of an entity due to a complete merger, demerger, restructuring, acquisitions transacted between any individuals and/or corporate entities, or any change in the ownership of more than 50 percent of the voting shares of the entity (in one or a series of related transactions).
It’s just a timeline. They have been changing different types of agreements (employment, finance, partnership etc.) many times through the years. This employment agreement will be no exception. More likely than not, Cecile will become full time NextPlat CFO way before that July 1.
Hemp for CBD products.
Armen has been “convinced” by Charles that the future with NextPlat will be bright for him. He knows all their plans and he can see the good days are coming. That’s why he gave up all his control for common shares.
New investment bank: Dawson James Securities. Armen and Shital’s “The Benchmark Company” and “Clearthink Capital” are now out of the game. Progressive Care now is Charles’s baby.
https://www.otcmarkets.com/stock/RXMD/profile
One example: Armen has been holding over 20 million shares for almost 10 years, and more than 40 million shares for almost 5 years. He got paid handsomely by his own company through high salary, cash bonus, stock options and RSUs etc. Only retail shareholders and diluters were the major players on the open market. NextPlat will not worry too much about selling their RXMD shares any time soon or at all. Their goal is to grow with Rx together massively through ambitious investment, which will eventually turn it into huge revenue and profit growth. This is their vision. This is why I support their takeover of the company through shares exchange.
The new owners will not compete with retail shareholders on selling the shares. They obtained the shares to control the company in exchange for growth and business profits. We as retail shareholders will benefit from this growth.
This is the best approach to fast grow Progressive Care with private investment first, then go public as a bundle with more synergistic partners. A brand new chapter is being written right now in front of our eyes.
They are not stupid borrowing $10M for some long term slow motion expansion obviously. They already have $7M on hand to cover pretty much everything they need for immediate business growth.
$10M on top of $7M, why? Just for one reason.
Just posted the first one on the NXPL board.
NextPlat is actually Progressive’s new owner because they also must approve all business plans before dispersing the funds to the company for this $10M deal. This is much much better than a RS IPO or other forms for capital raising. Progressive is their child and they will not screw it over obviously. Time to grow and expand.
It was 0.02 for that $7M before, This is 50% higher now for the next $10M.
It definitely looks this way. Charles’ goal is to digitally transform the healthcare industry. Progressive is their first step. They will grow Progressive massively in the coming years.
NextPlat is actually Progressive’s new owner because they also must approve all business plans before dispersing the funds to the company for this $10M deal. This is much much better than a RS IPO or other forms for capital raising. Progressive is their child and they will not screw it over obviously. Time to grow and expand.
Now they have the money, time to stretch muscles and get the digital transformation done, and expand the business nationwide. Strong synergy with Nextplat’s expertise in Web3 for the future of Telehealth, blockchain applications in healthcare and beyond.
It’s very clear NextPlat has taken over Progressive Care from its core, which is very good. Let’s grow the business organically with another $10M infusion.
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Thanks. Here's the original paragraph d in the "Compensation" section that has been "deleted in its entirety" and changed to the new term in the recent 10Q. Note "upon a Qualified Offering" was deleted in the new version.
https://www.otcmarkets.com/filing/html?id=16198453&guid=8C_-k6k12W-ndth#ex10-24_htm
"Paragraph (d) is deleted in its entirety and replaced with the following:
(d) Employee shall receive options to purchase (5,000,000) shares (the “Options”) under the Stock Option Award Agreement (the “Option Agreement”) attached as Exhibit A. The Options shall be vested immediately."
In the previous employment agreement, paragraph d is as follows:
https://content.edgar-online.com/ExternalLink/EDGAR/0001493152-22-003578.html?hash=74dd3ee8cc98aa7f8d56840debf771d8f31e3bd230eceb041ed7ac8d400af110&dest=ex10-11_htm#ex10-11_htm
(d) Employee shall receive options to purchase up to five million (5,000,000) shares (the “Options”) upon a Qualified Offering (as defined below) under and subject to all of the provisions of the Stock Option Award Agreement (the “Option Agreement”) attached as Exhibit A. As used herein, “Qualified Offering” means the closing of an underwritten offering by the Company pursuant to which (1) the Company receives aggregate gross proceeds of at least $10 million in consideration of the purchase of securities (the “Offering Securities”) or (2) the Company receives proceeds in consideration of the Offering Securities and the Common Stock becomes listed on The Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT (the earlier to occur of (1) or (2) above, the “Qualified Offering”).
The Options will vest over a period of three (3) years with one million six hundred sixty-six thousand six hundred sixty six (1,666,666) shares vesting each year beginning on December 31, 2021. Except as otherwise set forth herein or in the Option Agreement, up to twenty-five percent (25%) of the Options will vest upon the occurrence of a Change in Control, and the vesting period will reduce from three (3) years to two (2) years if the Options are assumed in connection with a Change in Control. As used herein, “Change of Control” means (i) a bona fide transfer or series of related transfers of shares to any person or group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Corporation; or (ii) a sale of all or substantially all of the assets of the Corporation. As used herein, “Group” means any group or syndicate that would be considered a “person” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
In addition, upon a termination of employment without cause by the Corporation or for Good Reason (as defined below) by the Employee, fifty percent (50%) of the Options will accelerate and vest at the date of termination. But if either such termination occurs within twelve (12) months of a Change in Control, then the Options will accelerate and vest in full immediately upon a Change in Control. Upon a termination of employment due to death or disability, the next quarterly vesting tranche of the Options will accelerate and vest.
The Option shall commence on Grant Date and terminate on the date of first to occur of: (1) If Option is designated as an Incentive Stock Option and Reporting Person, at time Option was granted, was a 10% Holder, the expiration of (5) years from Date of Grant; (2) 10th anniversary of Date of Grant; (3) (1) year following Reporting Person's termination of Continuous Service Status with Issuer and its Affiliates as a result of termination of service of Reporting Person by Issuer or any of its Affiliates on account of death or Disability; (4) (30) days following Reporting Person's termination of service of a Participant with Issuer and its Affiliates as a result of termination of service of a Participant by Reporting Person other than for Cause; and (5) Close of business on last business day immediately prior to date of Reporting Person's termination of service by Issuer for Cause or for any reason other than as set forth above.
Cecile exercised 5 million options at the market value of $RXMD and vested immediately. That's about $200K investment of her own cash! This shows great confidence in the company's stock from the CFO.
https://www.otcmarkets.com/filing/html?id=16207922&guid=8C_-k6k12W-ndth
CFO knows all the financial secrets of a company. If someone holds dual CFO positions in two companies, I can say these two companies belong to one group financially.
Their Chief Compliance Officer is also Progressive’s Administrative Director.
Cecile just proudly announced on her LinkedIn: “I’m happy to share that I’m starting a new position as Chief Financial Officer at NextPlat!”.
NextPlat says in their 10Q that starting on July 1, 2023, Cecile will start devoting 100% of her business time to NXPL as their CFO. Before that, she will devote 30% of her business time to NXPL and will devote the remaining 70% to RXMD.
By July 1, 2023, they will.
Charles is a billionaire. He’s now the CEO. He has full control of Progressive Care and will bring it to the Nasdaq.
“Digital transformation of the healthcare industry” - Charles
Jay and Cecile's news are also in Progressive's 10Q.
Jay and Birute's RSU agreements were originally drafted to be granted over the duration of five (5) years:
The restricted shares will be granted over the duration of five (5) years in which 1 million five hundred thousand (1,500,000) share units will vest on an annual basis and additional share units will vest upon the Company achieving price milestones as follows:
https://content.edgar-online.com/ExternalLink/EDGAR/0001493152-22-003578.html?hash=74dd3ee8cc98aa7f8d56840debf771d8f31e3bd230eceb041ed7ac8d400af110&dest=ex10-10_htm#ex10-10_htm
1. If the closing price of the Company’s common stock is $0.13 (subject to adjustment for any reverse stock split, combination, stock dividend or reclassification occurring prior to such date) or greater for twenty consecutive trading days at any point during the fiscal year ended December 31, 2021, an additional 1,500,000 RSU’s shall vest;
2. If the closing price of the Company’s common stock is $0.16 (subject to adjustment for any reverse stock split, combination, stock dividend or reclassification occurring prior to such date) or greater for twenty consecutive trading days at any point during the fiscal year ended December 31, 2022, an additional 1,500,000 RSU’s shall vest;
3. If the closing price of the Company’s common stock is $0.20 (subject to adjustment for any reverse stock split, combination, stock dividend or reclassification occurring prior to such date) or greater for twenty consecutive trading days at any point during the fiscal year ended December 31, 2023, an additional 1,500,000 RSU’s shall vest;
4.If the closing price of the Company’s common stock is $0.25 (subject to adjustment for any reverse stock split, combination, stock dividend or reclassification occurring prior to such date) or greater for twenty consecutive trading days at any point during the fiscal year ended December 31, 2024, an additional 1,500,000 RSU’s shall vest; and
5. If the closing price of the Company’s common stock is $0.30 (subject to adjustment for any reverse stock split, combination, stock dividend or reclassification occurring prior to such date) or greater for twenty consecutive trading days at any point during the fiscal year ended December 31, 2025, an additional 1,500,000 RSU’s shall vest.
Or they intentionally leave Progressive Care out of her past experience?
Her background description does not even mention one word of Progressive Care, the company she has been serving as the CFO for the past two years. That’s total discrimination towards us. LOL