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This is the 5 million restricted shares that became invested on 10/7 per the previous 8K.
https://www.otcmarkets.com/filing/html?id=16169879&guid=Dqz-kpJ1ts_6Jth
The RS talk was before Charles etc. decided to pull the trigger to invest. Originally they had planned to invest during the IPO. Then the whole plan obviously changed, which probably means they will find an alternative way to uplist.
Who are “they”?
Charles etc. investing almost $10M for RS? I don’t think so.
It was just an option at that time. The reality does not justify it.
They will not RS. No way.
Remember Shrimp? This OTCQB company is uplisting to Nasdaq through a SPAC. Their security council is Lucosky Brookman, also Progressive Care’s security council.
“Blank-check company Yotta Acquisition Corp. agreed to merge with NaturalShrimp Inc., which trades over the counter and produces Pacific white shrimp.
Assuming no redemptions, the total enterprise value is estimated at about $275 million, the companies said.
NaturalShrimp had sales of $36,353 for the June 30 quarter.”
https://www.businesswire.com/news/home/20221025005704/en/NaturalShrimp-Incorporated-Announces-Merger-Agreement-with-Nasdaq-Listed-Yotta-Acquisition-Corp.
Face the inevitable, the whole universe will disappear at the end of the time. Nothing in between can last forever. The creator set it this way. That’s the sad part.
His vision of digital transformation of Progressive Care has to be met with great passion and enthusiasm from his speech. We haven’t heard anything close to that kind of energy level for more than 2 years since Mars left. This will be a great start of a new era.
2 more weeks until Q3 conference call.
In return, the target company gets access to the whole trust fund, which can be $150M or more based on Ellenoff’s history data.
Any IPO is a dilution…
First let me be clear I don't know if Rx will uplist through a SPAC or not. As compared to reverse split and then a traditional IPO, I'm more inclined to SPAC due to many advantages that have been discussed here earlier. If indeed they choose to go this route, "the SPAC will typically need to solicit shareholder approval for a merger and will prepare and file a proxy statement (or a joint registration and proxy statement on Form S-4 if it intends to register new securities as part of the merger). This document will contain various matters seeking shareholder approval, including a description of the proposed merger and governance matters. It will also include a host of financial information of the target company, such as historical financial statements, management’s discussion and analysis (MD&A), and pro forma financial statements showing the effect of the merger.
Once shareholders approve the SPAC merger and all regulatory matters have been cleared, the merger will close and the target company becomes a public entity. A Form 8-K, with information equivalent to what would be required in a Form 10 filing of the target company (commonly referred to as the Super 8-K), must be filed with the US Securities and Exchange Commission (SEC) within four business days of closing."
https://www.pwc.com/us/en/services/consulting/deals/library/spac-merger.html
As to the target company, I'm sure their shareholders have to approve the deal too after the SPAC files S-4. Obviously this will not be an issue for the management at all because they currently are controlling the majority of the votes as we all know.
The sponsors, investors and target company will negotiate a deal for the merger. The SPAC shares are not units. They can be redeemed at the original $10 from the trust fund any time after the deal announcement. The post merger trading price is dependent on the deal itself, which includes numbers of outstanding shares, each party’s ownership of the new combined company, the target company’s projected market valuation etc.
The target company can also be an OTC company that is seeking to uplist, not just limited to a "private" company. Progressive Care's investment bank, ClearThink Capital is promoting this strategy to their OTC clients, such as RXMD.
ClearThink Capital posted this just a month ago:
Why OTC Companies Should Consider SPAC Mergers
Raise Capital and Move to Nasdaq or NYSE
https://clearthink.capital/why-otc-companies-should-consider-spac-mergers/
https://www.linkedin.com/posts/aribrown_why-otc-companies-should-consider-spac-mergers-activity-6971133677086855168-dScE/
"Qualified companies are merging with Nasdaq and NYSE SPACs as an alternative to traditional public offerings. Many OTC companies are frustrated by the lack of market makers in the OTC market and resulting low trading volume and valuations. OTC companies can leverage SPAC mergers as an alternative to uplisting."
This is not how SPAC works. Here's a very detailed SPACs review from Harvard Business Review.
https://hbr.org/2021/07/spacs-what-you-need-to-know
The current stock price of RXMD has zero correlation with the post merger stock price, $10 or whatever. It's all about the market cap and projected valuation of the new combined company. I can explain more if you still have questions after reading this great review.
MedAvail for Pharmacy Operators
https://medavail.com/for-pharmacies/
Bringing everything together to provide pharmacy products and services that are better, faster, and lower cost.
Great news! Watch MedCenter video here:
https://medavail.com/the-medcenter/
M5 MedCenter
The solution for high-volume locations, the M5 MedCenter is a full pharmacy replacement. Modular and configurable, the M5 extends your reach, reduces costs, provides 24/7 pharmacy service, and can be configured for drive-thru capability.
Capable of more than 300 dispenses per day
Store and drive-thru applications
Up to 10,000 medications available
Modular and configurable to clients’ business needs
Can service multiple customers simultaneously
Data, security and privacy
The MedCenter is HIPAA and R1 compliant and leaves no footprint, meaning no patient data is ever stored on the machine.
A handset and minimal screen presentation of PHI ensures patient privacy.
Any uncollected printed materials are discarded into a secure bin after dispense.
Armen posted this: “New York State Supreme Court reinstates all fired unvaccinated employees, orders backpay, says the state violated rights, acted arbitrary and capricious, notes: “Being vaccinated does not prevent an individual from contracting or transmitting COVID-19,” adding that the mandates were “about compliance.”
https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=JK5E3gx5XV1/ku37jnWR_PLUS_w==&system=prod&TSPD_101_R0=08533cd43fab20003d9e8b72d25d01196a746302171cfb21ca303db6ab978995bf48dcfdb0364e1f08204136fb14480090fe63d0cd3071deec844bbea51b6b39114cb60ce72e1dc94d55fd3ccea5b08a6ba8983fd04bd81f822e3c25765014dbec58ab119cef3ccb891de2d88f0ecb6fdac153d4cbdfe610
This is what NextPlat Digital Platform for Healthcare will look like.
https://aimedis.io/aimxtoken-blockchain
"A few companies are providing NFT-based solutions to these problems. One such company is Aimedis, a Netherlands- and UAE-based company whose NFT-based platform DataXChange provides a virtual marketplace in which patients can tokenize their records at every step of the healthcare process, from medical history data, to prescriptions, to billing. According to Aimedis, tokenized medical history can ensure the authenticity and security of the record, while tokenized prescriptions would allow patients to receive accurate data about drug authenticity, origin, and expiration. As a secure domain for the transfer of information, DataXChange also allows patients to send their information voluntarily and anonymously to medical databases, contributing to a larger body of research that medical practitioners could use in order to provide better-informed care to patients."
https://www.pharmasalmanac.com/articles/digital-frontiers-what-nfts-can-do-for-pharma
Digital Frontiers: What NFTs Can Do for Pharma
This is exactly what NextPlat and Progressive Care are planning to do.
June 24, 2022
https://www.pharmasalmanac.com/articles/digital-frontiers-what-nfts-can-do-for-pharma
"Non-fungible tokens, or NFTs, and the blockchain technology that makes them possible may have major real-world applications for supply chain GMP, patient data management, and the future of pharma."
An Overview of NFTs — The Profitable, the Promotional, and the Practical
Blockchain in Pharma
NFTs as a Patient-Centric Innovation
Getting Conceptual: Where is Web3 in Pharma?
Decentralized Drug Discovery
Fostering Pharma Communities
NFTs and the Future of Pharma
This news is just a starter. The NextPlat Digital will be a game changer for RXMD. It's not only limited to online prescriptions, it's designed to fully explore the potentials of Blockchain technology and Web3 in healthcare. Progressive Care will be at the frontier in the industry. SPAC investors know this.
especially involving prescription orders at online pharmacies.Charles M. Fernandez, chairman and CEO of NextPlat, says they're just getting started.
"NextPlat has now made its first move by its investment in RXMD to begin the process of the sale of health and pharmaceutical products online," he said. "I plan to launch a line of pharmaceutical and over-the-counter products on our platform by the end of the first quarter.
https://www.nasdaq.com/articles/these-are-some-of-the-best-ideas-from-the-7th-annual-small-cap-growth-conference
Great news from NextPlat/RXMD Dawson James Small Cap Conference:
It was great to attend the IBN (InvestorBrandNetwork) Dawson James Small Cap Growth Conference last week to meet with investors and some amazing companies. We are honoured to be included in a new article on the event: “These Are Some of the Best Ideas From the 7th Annual Small Cap Growth Conference”.
https://www.nasdaq.com/articles/these-are-some-of-the-best-ideas-from-the-7th-annual-small-cap-growth-conference
NextPlat: NXPL
The conference also highlighted NextPlat (NXPL), an e-commerce platform that uses non-fungible tokens (NFTs) to track everything bought or sold on the internet. Unlike many cryptocurrency and NFT uses, NextPlat's platform doesn't have anything to do with the purchasing process.
It's entirely used for tracking sales and purchases and is aimed at eliminating fraud in e-commerce, especially involving prescription orders at online pharmacies. Charles M. Fernandez, chairman and CEO of NextPlat, says they're just getting started.
"NextPlat has now made its first move by its investment in RXMD to begin the process of the sale of health and pharmaceutical products online," he said. "I plan to launch a line of pharmaceutical and over-the-counter products on our platform by the end of the first quarter."
They also put hashtag #SPAC under the NextPlat/Progressive Care News.
https://www.linkedin.com/feed/hashtag/?keywords=news
What did they know that we don't know?
Lol. What kind of companies do not dilute their shares when they list on an exchange? IPO is the biggest dilution. SMH
If RXMD chooses IPO they will still face the same situation. The investors can sell to the market anytime they want. So what’s the difference?
New CEO news will reveal a lot. The next conference call is only 3 weeks away. We should see some substantial news before that.
I know nothing more than you. SPAC makes sense to me because of its many advantages as compared to a traditional IPO, especially when considering Progressive Care's current low stock price. Ellenoff (copied on Rx's S-1, Vice Chairman of NextPlat) and ClearThink Capital (Rx's Investment Bank) obviously are both ardent supporters of such option based on their highly recognized expertise in this area. If true, then they must already have found a sponsor. The $8.3M NextPlat deal and the newly purchased $1.2M stock options of RXMD can be seen as a type of PIPE - Private Investment in Public Equity.
"Private investment in public equity (PIPE) is the buying of shares of publicly traded stock at a price below the current market value (CMV) per share. This buying method is a practice of investment firms, mutual funds, and other large, accredited investors. A traditional PIPE is one in which common or preferred stock is issued at a set price to the investor, while a structured PIPE issues common or preferred shares of convertible debt.
The purpose of a PIPE is for the issuer of the stock to raise capital for the public company. This financing technique is more efficient than secondary offerings due to fewer regulatory issues with the Securities and Exchange Commission (SEC)."
https://www.investopedia.com/terms/p/pipe.asp#:~:text=Private%20investment%20in%20public%20equity%20(PIPE)%20is%20when%20an%20institutional,and%20raise%20funds%20more%20quickly.
PIPE is often used together with SPAC transactions to assist the funding process.
https://carpenterwellington.com/post/pipe-transactions-growing-source-private-financing/
Top 10 Practice Tips:
PIPE Transactions by SPACs
https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2020/10/top-10-practice-tips-pipe-transactions-by-spacs.pdf
PIPE - Private Investment in Public Equity
The funny thing is Armen will not be in control of such a deal. He will only benefit if the stock goes up. Fernandez and Barreto will benefit the most if Progressive Care goes with another healthcare company to Nasdaq through SPAC. Actually, the bigger this whole group is, the happier they will be as the biggest shareholders. The SPAC sponsor will be the happiest of all. Everyone will be happy. Why not do this?
One of their original intentions of uplisting to Nasdaq was to get funding for another M/A. Now if they indeed decide to choose SPAC, then it will be a perfect chance to go together with another healthcare company. It will be a win win for everyone.
Correct
Exactly, gedi.
Normally people would not execute such stock options like what they just did. The fact they paid over $1.2M upfront when the current market cap is far below the option's market cap targets speaks a lot. Why would they do this? Because they absolutely have no doubt in the company's future.
That's great confidence to immediately execute all these options ($691,692 from Fernandez and $553,353 from Barreto) at the current market cap level. I had thought that they would wait until the market cap goes up to $50M, $100M and $200M before they actually will execute these options, but they actually already put down more than $1.2 million dollars in Progressive Care on 9/13/2022 for all these options. They know what they are investing in. This is a truly amazing management team.
https://www.otcmarkets.com/filing/conv_pdf?id=16139068&guid=riR-k6_mgTIjJth
https://www.otcmarkets.com/filing/conv_pdf?id=16139063&guid=riR-k6_mgTIjJth
ClearThink's (Progressive Care's Investment Bank) Managing Director, Ari Brown, said this yesterday:
https://www.linkedin.com/posts/aribrown_spac-spacs-activity-6987775926369480704-6yrw?utm_source=share&utm_medium=member_desktop
"With 110 SPAC deals announced and 75 SPAC mergers closed this year, there's a reason companies are still choosing SPAC mergers over IPOs as a method to raise capital and go public.
When compared to an IPO, SPAC mergers are:
- Faster
- Less costly with regards to out of pocket costs through the process
- More certainty as to valuation
There is a misconception that SPAC mergers perform worse than IPOs. SPAC mergers have actually performed better than IPOs in 2022.
Companies going public via SPACs are typically seeking to raise $10M - $100M, and have valuations in excess of $100M. If merging with a SPAC sounds like it may be of interest, let's discuss how we can be helpful."
"the Reporting Persons (Charles Fernandez and Rodney Barreto) believe that a strategic investment by NextPlat in the Issuer (Progressive Care) represents substantial business opportunities for the Issuer (Progressive Care) and for NextPlat with the promise of increasing the market value of both the Issuer’s (Progressive Care's) securities and NextPlat’s securities. "
https://www.sec.gov/Archives/edgar/data/1402945/000149315222025410/form13d.htm
Wow, that’s another over $600,000 investment in Progressive Care from Fernandez.
This means he just invested another half million dollars in Progressive Care on top of his previous $400,000 investment in the company.