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HAPPY NEW YEAR to everyone here and at Progressive Care. I believe 2023 will be our breakout year.
There was mention of RXMD expanding to a billion dollars in revenues in the near future. With nationwide and worldwide expansion taking place with ClearMetrX and NexPlat, that possibility is quite real. That would put the share price at over $100 per share. I believe the company is at the starting line for the most important expansion phase in the company’s history.
Share Share
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Forward Forward
PROGRESSIVE CARE, INC. ANNOUNCES REVERSE STOCK SPLIT AND WILL TRADE UNDER TEMPORARY SYMBOL “RXMDD”
Open web version
Progressive Care Inc. (OTCQB: RXMD and RXMDD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology company, announced today that its Board of Directors approved a 1-for-200 reverse stock split of its common stock shares and that the common stock shares will begin trading on a split-adjusted basis at the commencement of trading on December 30, 2022. The common stock shares will trade on the OTCQB markets under the symbol “RXMDD”. After 20 days, the symbol will revert to “RXMD”. The Board of Directors also approved a change in the authorized common stock shares from one billion (1,000,000,000) to one hundred million (100,000,000) common stock shares.
"We are pleased to announce this reverse stock split as we believe it is in the best interest of our shareholders and will help Progressive Care to attract institutional investors as we continue to grow. The reverse stock split changes the price per share and number of shares outstanding but has no effect on the operations of our company nor its size and growth potential,” stated Charles M. Fernandez, Chief Executive Officer of Progressive Care, Inc.
At the commencement of trading on December 30, every two hundred shares of the Company's issued and outstanding common stock shares will be automatically converted into one issued and outstanding common stock share.
Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-200 reverse stock split and do not need to take any action in connection with the reverse stock split. It is not necessary for stockholders holding shares in certificate form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in Progressive Care’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the reverse stock split. Any fractional share of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole common stock share.
Proportional adjustments will be made to the number of common stock shares issuable upon exercise or conversion of Progressive Care’s outstanding equity awards, warrants or other convertible securities, as well as the applicable exercise or conversion price. Stockholders whose shares are held in brokerage accounts should direct any questions concerning the reverse stock split to their broker. All stockholders of record, holding their shares in certificated form, may direct questions to the Company's transfer agent, ClearTrust, LLC, at 16540 Pointe Village Dr., Suite 205, Lutz, FL 33558.
For more information about Progressive Care, please visit the Company’s website.
Connect and stay in touch with us on social media:
Progressive Care Inc.
Progressivecareus.com
PharmcoRx Pharmacy
Pharmcorx.com
ClearmetrX
Clearmetrx.com
About Progressive Care
Progressive Care Inc. (OTCQB: RXMD and RXMDD), through its subsidiaries, is a Florida health services organization and provider of prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding departure of the company’s CEO. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
Public Relations Contact:
Carlos Rangel
carlosr@pharmcorx.com
?
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I believe the quiet period ends in 45 days after uplist. Is that correct in?
Under the symbol RXMDD.
So we resume trading at $5.90 on Friday.
The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00
1. Issuer's Identity
CIK (Filer ID Number) Previous Names
None
Entity Type
0001058307
ORBSAT CORP
Orbital Tracking Corp.
Great West Resources, Inc.
Obsat Corp
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)
Name of Issuer
NextPlat Corp
Jurisdiction of Incorporation/Organization
NEVADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
NextPlat Corp
Street Address 1 Street Address 2
3250 MARY STREET, SUITE 410
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
COCONUT GROVE FLORIDA 33133 (305) 560-5355
3. Related Persons
Last Name First Name Middle Name
Fernandez Charles M.
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Chief Executive Officer and Executive Chairman of the Board
Last Name First Name Middle Name
Ellenoff Douglas S.
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer Director Promoter
Clarification of Response (if Necessary):
Vice Chairman and Chief Business Development Strategist
Last Name First Name Middle Name
Munnik Cecile
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer Director Promoter
Clarification of Response (if Necessary):
Chief Financial Officer
Last Name First Name Middle Name
Carlise Theresa
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer Director Promoter
Clarification of Response (if Necessary):
Chief Accounting Officer, Treasurer and Secretary
Last Name First Name Middle Name
Phipps David
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Director and President of NextPlat, Chief Executive Officer of Global Operations
Last Name First Name Middle Name
Thomson Paul R.
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer Director Promoter
Clarification of Response (if Necessary):
Senior Vice President of Mergers, Acquisitions and Special Projects
Last Name First Name Middle Name
Bedwell Robert
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: X Executive Officer Director Promoter
Clarification of Response (if Necessary):
Chief Compliance Officer
Last Name First Name Middle Name
Delgado Hector
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Miller John
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Carpenter Kendall
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Cusimano Louis
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Barreto Rodney
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
Last Name First Name Middle Name
Fernandez Maria Cristina
Street Address 1 Street Address 2
3250 Mary Street, Suite 410
City State/Province/Country ZIP/PostalCode
Coconut Grove FLORIDA 33133
Relationship: Executive Officer X Director Promoter
Clarification of Response (if Necessary):
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
X
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other
5. Issuer Size
Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
X $5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)
7. Type of Filing
X New Notice Date of First Sale 2022-12-14 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
Yes X No
9. Type(s) of Securities Offered (select all that apply)
X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor $0 USD
12. Sales Compensation
Recipient
Recipient CRD Number None
Dawson James Securities, Inc. 130645
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
101 NORTH FEDERAL HIGHWAY, SUITE 600
City State/Province/Country ZIP/Postal Code
BOCA RATON FLORIDA 33432
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States All States
X Foreign/non-US
CALIFORNIA
CONNECTICUT
FLORIDA
ILLINOIS
INDIANA
MARYLAND
MICHIGAN
MINNESOTA
MISSOURI
NEW MEXICO
NEW YORK
PENNSYLVANIA
TENNESSEE
TEXAS
UTAH
13. Offering and Sales Amounts
Total Offering Amount $8,007,001 USD
or Indefinite
Total Amount Sold $8,007,001 USD
Total Remaining to be Sold $0 USD
or Indefinite
Clarification of Response (if Necessary):
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
48
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $384,431 USD
Estimate
Finders' Fees $0 USD
Estimate
Clarification of Response (if Necessary):
Placement agent fees and expenses.
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 USD
Estimate
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer Signature Name of Signer Title Date
NextPlat Corp /s/ Charles M. Fernandez Charles M. Fernandez Chief Executive Officer and Executive Chairman of the Board 2022-12-21
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("
When insiders buy on the open market, it’s almost always because the share price is a bargain or undersold.
SEC Form 4
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Barreto Rodney
(Last) (First) (Middle)
C/O NEXTPLAT CORP, 3250 MARY ST., SUITE 410
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2022
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
X Director
Officer (give title below)
10% Owner
Other (specify below)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
(Street)
COCONUT GROVE
FL 33133
(City) (State)
(Zip)
2. Issuer Name and Ticker or Trading Symbol NextPlat Corp [ NXPL ]
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
3. 4. Securities Acquired (A) or Disposed Of Transaction (D) (Instr. 3, 4 and 5)
Code (Instr.
8)
Code V Amount (A) or Price (D)
PA
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock
12/14/2022
1,085,714(1)
$1,899,999.5
1,476,085
I
Held by RLB Market Investments, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
Code
12/14/2022 P
V
(A)
1,085,714(1)
(D)
Date Exercisable
12/14/2022
Expiration Date
12/14/2025
Title
Common Stock
Amount or Number of Shares
1,085,714 (1)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
8. Price of Derivative Security (Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants
$1.75
1,085,714
Held by
I RLB Market Investments,
LLC(2)
Explanation of Responses:
1. On December 14, 2022, RLB Market Investments, LLC purchased 1,085,714 units from the Issuer in a private placement for $1.75 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock of the Issuer. The warrants underlying units are immediately exercisable.
2. Mr. Barreto is the president of RLB Market Investments, LLC
/s/ Rodney Barreto 12/20/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
SEC Form 4
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Fernandez Charles M.
(Last) (First) (Middle)
C/O NEXTPLAT CORP, 3250 MARY ST., SUITE 410
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
X Director
X
Officer (give title below)
10% Owner
Other (specify below)
X Chairman & CEO
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
(Street)
COCONUT GROVE
FL 33133
(City) (State)
(Zip)
2. Issuer Name and Ticker or Trading Symbol NextPlat Corp [ NXPL ]
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
3. 4. Securities Acquired (A) or Disposed Of Transaction (D) (Instr. 3, 4 and 5)
Code (Instr.
8)
Code V Amount (A) or Price (D)
PA
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock
12/14/2022
1,085,714(2)
$1,899,999.5
3,658,667
I
Held by eApeiron Partners, LLC(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
8. Price of Derivative Security (Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code
12/14/2022 P
V
(A)
1,085,714(2)
(D)
Date Exercisable
12/14/2022
Expiration Date
12/14/2025
Title
Common Stock
Amount or Number of Shares
1,085,714 (2)
Common Stock Warrants
$1.75
1,685,714
Held by I eApeiron Partners,
LLC(1)
Explanation of Responses:
1. Mr. Fernandez is the sole member and managing partner of eAperion Partners LLC.
2. On December 14, 2022 eAperion Partners LLC purchased 1,085,714 units from the Issuer in a private placement for $1.75 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock of the Issuer. The warrants underlying units are immediately exercisable.
/s/ Charles M. Fernandez 12/20/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 14, 2022
NEXTPLAT CORP
(Exact Name of Registrant as Specified in its Charter)
NEVADA 001-40447 65-0783722
(State or Other Jurisdiction
of Incorporation or Organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
3250 Mary St., Suite 410
Coconut Grove, FL 33133
(Address of principal executive offices and zip code)
(305) 560-5355
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 NXPL The Nasdaq Stock Market Inc.
Introductory Note.
As previously disclosed, on December 9, 2022, NextPlat Corp (the “Company”) entered into: (i) a securities purchase agreement by and among the Company and certain institutional and accredited investors (the “Investors”) relating to a private placement (the “Private Placement”) of 4,575,429 units (each, a “Unit”), each Unit consisting of (a) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (b) one warrant to purchase one share of Common Stock (each, a “Warrant”); and (ii) a registration rights agreement with the Investors, pursuant to which the Company agreed to register for resale the shares of Common Stock sold in the offering and the shares of Common Stock underlying the Warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter.
On December 14, 2022, the Private Placement closed.
Item 3.02. Unregistered Sales of Equity Securities.
Upon the closing of the Private Placement, the Company received gross proceeds of approximately $8.0 million for the Units and retained net proceeds of approximately $7.4 million after deducting placement agent fees and offering expenses payable by the Company. The Company sold the Units to “accredited investors,” as that term is defined in the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Investors represented that they are acquiring the Units for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the securities comprising the Units have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 8.01 Other Events.
On December 14, 2022, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
99.1 Press Release dated December 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXTPLAT CORP.
By: /s/ Charles M. Fernandez
Name: Charles M. Fernandez
Title: Chairman and Chief Executive Officer
D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 9, 2022
NEXTPLAT CORP
(Exact Name of Registrant as Specified in its Charter)
NEVADA 001-40447 65-0783722
(State or Other Jurisdiction of Incorporation or Organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
3250 Mary St., Suite 410
Coconut Grove, FL 33133
(Address of principal executive offices and zip code)
(305) 560-5355
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 NXPL The Nasdaq Stock Market Inc.
Item 1.01. Entry into a Material Definitive Agreement.
On December 9, 2022, NextPlat Corp (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Investors”) for the sale by the Company in a private placement of 4,575,429 units (each, a “Unit”), each Unit consisting of (i) one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) one warrant to purchase one share of Common Stock (each, a “Warrant”). The offering price of the Units was $1.75 per Unit. The Warrants included in the Units are exercisable at a price of $1.75 per share and expire three years from the date of issuance.
The closing of the offering is expected to take place on or before December 14, 2022, subject to the satisfaction of customary closing conditions. In connection with the Purchase Agreement, the Investors subscribed for, and the Company will receive gross proceeds of, approximately $8.0 million for the Units. The Company intends to use the proceeds from the offering for working capital needs, potential acquisitions, joint ventures, and ongoing business transition activities.
In connection with the offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement to register for resale the shares of Common Stock sold in the offering and the shares of Common Stock underlying the Warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter.
The securities issued in the offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and until so registered the securities may not be offered or sold absent registration or availability of an applicable exemption from registration.
On December 9, 2022, the Company entered into placement agency agreement (the “Placement Agency Agreement”) with Dawson James Securities, Inc. (“Dawson James”) pursuant to which Dawson James agreed to serve as lead or managing placement agent on a best efforts, agency basis in connection with the private placement of the Units. The Company has agreed to pay Dawson James a placement agent fee of 6% of the gross proceeds received in the private placement and 3% on all proceeds from officers and directors including any directed orders from the Company. As additional compensation under the Placement Agency Agreement, the Company will issue Dawson James warrants (the “Placement Agent Warrants”) to purchase up to 549,051 shares of Common Stock with an exercise price of $1.75 per share. The Placement Agent Warrants are exercisable at any time and from time to time during the three-year period commencing on the six month anniversary of the closing date. The Company will also reimburse Dawson for up to $100,000 for its legal and due diligence expenses.
2
The Purchase Agreement and the Placement Agency Agreement contain customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company, the Investors and Dawson, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement and Placement Agent Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the material terms of the Placement Agency Agreement, Purchase Agreement, Warrant, Placement Agent Warrant, and Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Placement Agency Agreement, Purchase Agreement, Warrant, Placement Agent Warrant, and Registration Rights Agreement, copies of which are filed as Exhibits 1.1, 10.1, 4.1, 4.2, and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the offering described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Company will sell the shares of Common Stock and Warrants to “accredited investors,” as that term is defined in the Securities Act, in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Investors represented that they are acquiring the Units for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the securities comprising the Units have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Item 8.01 Other Events.
On December 12, 2022, the Company issued a press release announcing the offering. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
1.1 Placement Agency Agreement, dated December 9, 2022, by and between the Company and Dawson James Securities, Inc.
4.1 Form of Warrant Agreement issued in offering
4.2 Form of Placement Agent Warrant Agreement issued in offering
10.1 Form of Securities Purchase Agreement dated December 9, 2022 by and among the Company and the Investors
10.2 Form of Registration Rights Agreement dated December 9, 2022 by and among the Company and the Investors
99.1 Press Release dated December 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXTPLAT CORP.
By: /s/ Charles M. Fernandez
Name: Charles M. Fernandez
Title: Chairman and Chief Executive Officer
Dated: December 12, 2022
I believe the $1.75 refers to NXPL share price.
NextPlat Announces $8.0M Private Offering of Common Stock and Warrants Priced Above Market
DECEMBER 12, 2022 4:30PM EST
Download as PDF
COCONUT GROVE, FL / ACCESSWIRE / December 12, 2022 / NextPlat Corp (NASDAQ:NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-commerce provider today announced that it executed a binding Securities Purchase Agreement (the "Purchase Agreement") on December 9, 2022 with a number of institutional and accredited investors (the "Investors"), pursuant to which the Company agreed to sell 4,575,429 units (each, a "Unit"), each Unit consisting of one share of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and (ii) one warrant to purchase a share of Common Stock. The offering price of the Units was $1.75 per Unit. The Warrants included in the Units are exercisable at a price of $1.75 per share and expire three years from the date of issuance. In connection with the Purchase Agreement, the Investors subscribed for, and NextPlat will receive gross proceeds of, approximately $8.0 million for the Units. Closing is expected to occur on or before December 14, 2022. This transaction will enhance the Company's balance sheet providing additional cash for working capital needs, potential acquisitions, joint ventures, and ongoing business transition activities.
The offering was led by members of NextPlat's senior management and Board of Directors. The Company's Executive Chairman and Chief Executive Officer, Mr. Charles M. Fernandez, and Rodney Barreto, one of the Company's directors, each personally invested approximately 24% (and collectively, approximately 48%) of the $8.0 million raised.
Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of (a) the shares of common stock to be issued to the investors, and (b) the shares of common stock underlying the warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter.
Dawson James Securities, Inc. acted as the sole placement agent in connection with the offering.
ArentFox Schiff LLP, Washington, DC, acted as counsel to the Company in connection with the offering, and Carmel, Milazzo & Feil LLP served as counsel to Dawson James Securities, Inc. in connection with the offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets for physical and digital assets. The Company intends to collaborate with businesses, optimizing their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications services division through its Global Telesat Communications Ltd and Orbital Satcom Corp business units that offer voice, data, tracking, and IoT services to customers worldwide through multiple global storefronts.
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 new data-driven tools 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
NextPlat Announces $8.0M Private Offering of Common Stock and Warrants Priced Above Market
DECEMBER 12, 2022 4:30PM EST
Download as PDF
COCONUT GROVE, FL / ACCESSWIRE / December 12, 2022 / NextPlat Corp (NASDAQ:NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-commerce provider today announced that it executed a binding Securities Purchase Agreement (the "Purchase Agreement") on December 9, 2022 with a number of institutional and accredited investors (the "Investors"), pursuant to which the Company agreed to sell 4,575,429 units (each, a "Unit"), each Unit consisting of one share of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and (ii) one warrant to purchase a share of Common Stock. The offering price of the Units was $1.75 per Unit. The Warrants included in the Units are exercisable at a price of $1.75 per share and expire three years from the date of issuance. In connection with the Purchase Agreement, the Investors subscribed for, and NextPlat will receive gross proceeds of, approximately $8.0 million for the Units. Closing is expected to occur on or before December 14, 2022. This transaction will enhance the Company's balance sheet providing additional cash for working capital needs, potential acquisitions, joint ventures, and ongoing business transition activities.
The offering was led by members of NextPlat's senior management and Board of Directors. The Company's Executive Chairman and Chief Executive Officer, Mr. Charles M. Fernandez, and Rodney Barreto, one of the Company's directors, each personally invested approximately 24% (and collectively, approximately 48%) of the $8.0 million raised.
Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of (a) the shares of common stock to be issued to the investors, and (b) the shares of common stock underlying the warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter.
Dawson James Securities, Inc. acted as the sole placement agent in connection with the offering.
ArentFox Schiff LLP, Washington, DC, acted as counsel to the Company in connection with the offering, and Carmel, Milazzo & Feil LLP served as counsel to Dawson James Securities, Inc. in connection with the offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets for physical and digital assets. The Company intends to collaborate with businesses, optimizing their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications services division through its Global Telesat Communications Ltd and Orbital Satcom Corp business units that offer voice, data, tracking, and IoT services to customers worldwide through multiple global storefronts.
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 new data-driven tools 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
NextPlat Announces $8.0M Private Offering of Common Stock and Warrants Priced Above Market
Don’t you mean SCAM CEO?
Telecommunications
NextPlat Expands Executive Leadership Team with the Hiring of Cecile Munnik, CPA/CA, as Chief Financial Officer and Robert Bedwell as Chief Compliance Officer
COCONUT GROVE, FL / ACCESSWIRE / December 5, 2022 / NextPlat Corp (NASDAQ:NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-commerce provider today announced that it has expanded its executive leadership team with the hirings of Cecile Munnik, CPA/CA, as Chief Financial Officer and Robert Bedwell as Chief Compliance Officer.
On November 14, 2022, Ms. Munnik joined the Company as its new Chief Financial Officer. Ms. Munnik also currently serves as the Chief Financial Officer of Progressive Care, a position she has held since October 2020. She has over fifteen years of accounting and finance experience. She has served in finance and accounting leadership positions for companies and business units with annual revenues ranging from $100M to $3B. Prior to joining Progressive Care, she held several senior management positions. Ms. Munnik served as Director of Asset Management at Unified Women's Healthcare, a single-specialty management services organization to support Ob-Gyn practices from November 2018 through April 2020. She joined The Service Companies as Director of Finance in May 2017 through October 2018. Prior to The Service Companies, she worked at Lennox International for eleven years. She joined Lennox in June 2006 as Sr. Internal Auditor and left in May 2017 as Manager of Financial Planning and Analysis. Ms. Munnik has a bachelor's degree in accounting from the University of Pretoria (South Africa) and is a Certified Public Accountant (CPA) and Chartered Accountant (CA). She serves on the board of Damascus Road Partners, which is a group of social enterprise investors who invest charitable capital to sustainably address human suffering.
On November 7, 2022, Mr. Bedwell joined the Company as its new Chief Compliance Officer. Mr. Bedwell previously served as the Director of Administrative Services of PharmCo, LLC ("PharmCoRx"), a wholly-owned subsidiary of Progressive Care Inc. (OTCQB: RXMD), a position he has held since 2021. Previous to that, Mr. Bedwell served as the Controller of PharmCoRx, a position he held from 2017 to 2021. Prior to joining PharmCoRx, Mr. Bedwell was an audit partner and principal with several large regional and national public accounting firms from 1980 to 2017.
As a material inducement to enter into their respective employment agreements with the Company, Ms. Munnik and Mr. Bedwell each received an initial award of stock options for 50,000 shares of the Company's common stock pursuant to their respective employment agreements. The option grants were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq "inducement grant" exception (Nasdaq Listing Rule 5635(c)(4)). The option awards for Ms. Munnik and Mr. Bedwell each vest as follows: (1) options for 25,000 shares are fully vested grant date; (2) options for 10,000 additional shares will become fully vested on the first anniversary of the grant date; and (3) options for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject to their respective continued employment with the Company.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets for physical and digital assets. The Company intends to collaborate with businesses, optimizing their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications services division through its Global Telesat Communications Ltd and Orbital Satcom Corp business units that offer voice, data, tracking, and IoT services to customers worldwide through multiple global storefronts.
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 new data-driven tools 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
SOURCE: NextPlat Corp
View source version on accesswire.com:
https://www.accesswire.com/730022/NextPlat-Expands-Executive-Leadership-Team-with-the-Hiring-of-Cecile-Munnik-CPACA-as-Chief-Financial-Officer-and-Robert-Bedwell-as-Chief-Compliance-Officer
Telecommunications
NextPlat Expands Executive Leadership Team with the Hiring of Cecile Munnik, CPA/CA, as Chief Financial Officer and Robert Bedwell as Chief Compliance Officer
COCONUT GROVE, FL / ACCESSWIRE / December 5, 2022 / NextPlat Corp (NASDAQ:NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-commerce provider today announced that it has expanded its executive leadership team with the hirings of Cecile Munnik, CPA/CA, as Chief Financial Officer and Robert Bedwell as Chief Compliance Officer.
On November 14, 2022, Ms. Munnik joined the Company as its new Chief Financial Officer. Ms. Munnik also currently serves as the Chief Financial Officer of Progressive Care, a position she has held since October 2020. She has over fifteen years of accounting and finance experience. She has served in finance and accounting leadership positions for companies and business units with annual revenues ranging from $100M to $3B. Prior to joining Progressive Care, she held several senior management positions. Ms. Munnik served as Director of Asset Management at Unified Women's Healthcare, a single-specialty management services organization to support Ob-Gyn practices from November 2018 through April 2020. She joined The Service Companies as Director of Finance in May 2017 through October 2018. Prior to The Service Companies, she worked at Lennox International for eleven years. She joined Lennox in June 2006 as Sr. Internal Auditor and left in May 2017 as Manager of Financial Planning and Analysis. Ms. Munnik has a bachelor's degree in accounting from the University of Pretoria (South Africa) and is a Certified Public Accountant (CPA) and Chartered Accountant (CA). She serves on the board of Damascus Road Partners, which is a group of social enterprise investors who invest charitable capital to sustainably address human suffering.
On November 7, 2022, Mr. Bedwell joined the Company as its new Chief Compliance Officer. Mr. Bedwell previously served as the Director of Administrative Services of PharmCo, LLC ("PharmCoRx"), a wholly-owned subsidiary of Progressive Care Inc. (OTCQB: RXMD), a position he has held since 2021. Previous to that, Mr. Bedwell served as the Controller of PharmCoRx, a position he held from 2017 to 2021. Prior to joining PharmCoRx, Mr. Bedwell was an audit partner and principal with several large regional and national public accounting firms from 1980 to 2017.
As a material inducement to enter into their respective employment agreements with the Company, Ms. Munnik and Mr. Bedwell each received an initial award of stock options for 50,000 shares of the Company's common stock pursuant to their respective employment agreements. The option grants were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq "inducement grant" exception (Nasdaq Listing Rule 5635(c)(4)). The option awards for Ms. Munnik and Mr. Bedwell each vest as follows: (1) options for 25,000 shares are fully vested grant date; (2) options for 10,000 additional shares will become fully vested on the first anniversary of the grant date; and (3) options for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject to their respective continued employment with the Company.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets for physical and digital assets. The Company intends to collaborate with businesses, optimizing their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications services division through its Global Telesat Communications Ltd and Orbital Satcom Corp business units that offer voice, data, tracking, and IoT services to customers worldwide through multiple global storefronts.
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 new data-driven tools 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
SOURCE: NextPlat Corp
View source version on accesswire.com:
https://www.accesswire.com/730022/NextPlat-Expands-Executive-Leadership-Team-with-the-Hiring-of-Cecile-Munnik-CPACA-as-Chief-Financial-Officer-and-Robert-Bedwell-as-Chief-Compliance-Officer
OTC Markets Group Welcomes Sustainable Green Team Ltd. to OTCQX
NEW YORK, Dec. 05, 2022 (GLOBE NEWSWIRE) -- OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for trading 12,000 U.S. and international securities, today announced Sustainable Green Team Ltd. (OTCQX: SGTM), a wholesale manufacturer and supplier of wood-based mulch, soil, and lumber products, has qualified to trade on the OTCQX® Best Market. Sustainable Green Team Ltd. upgraded to OTCQX from the Pink® market.??
Sustainable Green Team Ltd. begins trading today on OTCQX under the symbol “SGTM.” U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com.
The OTCQX Market provides investors with a premium U.S. public market to research and trade the shares of investor-focused companies. Graduating to the OTCQX Market marks an important milestone for companies, enabling them to demonstrate their qualifications and build visibility among U.S. investors. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws.
Anthony L.G., PLLC acted as the company’s OTCQX sponsor.
About Sustainable Green Team Ltd.?The Sustainable Green Team Ltd. (the “Company”) is a wholesale manufacturer and supplier of wood-based mulch, soil, and lumber products, selling directly to mass merchandisers, home centers, hardware stores, nurseries, garden centers, convenience stores, food stores and drug stores, in addition to wholesalers and distributors. The Company also provides arbor care and storm recovery services at the residential, commercial and municipal levels while offering green waste solutions to large and small scale waste disposal and recycling companies located throughout the southeastern United States. The Company’s subsidiary, Mulch Manufacturing Inc., is the largest provider of cypress mulch in the country. The Company has entered into an agreement with Australia-based VRM Biologik Group to bring VRM’s world-leading soil moisture technology to the U.S. at scale. HumiSoil® and XLR8 Bio® are soil treatment products that rebuild soil hydration on a cellular level, improving the soil and the vegetation and agricultural products it supports. The Company makes HumiSoil® and XLR8 Bio® available for home gardens and lawns throughout the U.S. to help relieve water use in cities and also to help VRM Biologik Group in its mission to restore productivity in depleted topsoil in 25 percent of the world’s arable land.
About OTC Markets Group Inc.?OTC Markets Group Inc. (OTCQX: OTCM) operates regulated markets for trading 12,000 U.S. and international securities. Our data-driven disclosure standards form the foundation of our three public markets: OTCQX® Best Market, OTCQB® Venture Market and Pink® Open Market.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 5, 2022
NEXTPLAT CORP
(Exact Name of Registrant as Specified in its Charter)
NEVADA 001-40447 65-0783722
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
3250 Mary St., Suite 410
Coconut Grove, FL 33133
(Address of principal executive offices and zip code)
(305) 560-5355
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 NXPL The Nasdaq Stock Market Inc.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As previously disclosed in NextPlat Corp’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the Securities and Exchange Commission a Current Report on November 14, 2022, on November 2, 2022, the Company’s Board of Directors unanimously elected Robert Bedwell as its Chief Compliance Officer and Cecile Munnik, CPA/CA, as its Chief Financial Officer.
On November 7, 2022, in connection with his election as Chief Compliance Officer, Mr. Bedwell entered into an Employment Agreement with the Company pursuant to which Mr. Bedwell was granted an initial award of stock options for 50,000 shares of the Company’s common stock (the “Bedwell Initial Option Grant”) as a material inducement for Mr. Bedwell to enter into his employment agreement. On December 5, 2022, the Company entered into an Option Agreement with Mr. Bedwell setting forth the terms of the Bedwell Initial Option Grant (the “Bedwell Option Agreement”). Pursuant to the Bedwell Option Agreement, Mr. Bedwell’s initial grant of options will vest as follows: (1) options for 25,000 shares are vested on the grant date; (2) options for 10,000 additional shares will become fully vested on the first anniversary of the grant date; and (3) options for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject to Mr. Bedwell’s continued employment with the Company. The Bedwell Initial Option Grant was issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).
On November 14, 2022, in connection with her appointment as Chief Financial Officer, Ms. Munnik entered into an Employment Agreement with the Company pursuant to which Ms. Munnik was granted an initial award of stock options for 50,000 shares of the Company’s common stock (the “Munnik Initial Option Grant”) as a material inducement for Ms. Munnik to enter into her employment agreement. On December 5, 2022, the Company entered into an Option Agreement with Ms. Munnik setting forth the terms of the Munnik Initial Option Grant (the “Munnik Option Agreement”). Pursuant to the Munnik Option Agreement, Ms. Munnik’s initial grant of options will vest as follows: (1) options for 25,000 shares are fully vested on the grant date; (2) options for 10,000 additional shares will become fully vested on the first anniversary of the commencement of her employment with the Company; and (3) options for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject to Ms. Munnik’s continued employment with the Company. The Munnik Initial Option Grant was issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).
The foregoing summaries of the Bedwell Option Agreement and Munnik Option Agreement do not purport to be complete and are subject to, and qualified in their entirety, by reference to the Stock Option Agreements attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 5, 2022, the Company issued a press release (the “Press Release”) reporting on the above described inducement grants to Mr. Bedwell and Ms. Munnik pursuant to Nasdaq Listing Rule 5635(c)(4).
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified by the full text of the press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
10.1 Stock Option Agreement, dated December 5, 2022 and effective as of November 7, 2022, by and between the Company and Robert Bedwell
10.2 Stock Option Agreement, dated December 5, 2022 and effective as of November 14, 2022, by and between the Company and Cecile Munnik
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXTPLAT CORP.
By: /s/ Charles M. Fernandez
Name: Charles M. Fernandez
Title: Chairman and Chief Executive Officer
Dated: December 5, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 5, 2022
NEXTPLAT CORP
(Exact Name of Registrant as Specified in its Charter)
NEVADA 001-40447 65-0783722
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
3250 Mary St., Suite 410
Coconut Grove, FL 33133
(Address of principal executive offices and zip code)
(305) 560-5355
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 NXPL The Nasdaq Stock Market Inc.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As previously disclosed in NextPlat Corp’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed with the Securities and Exchange Commission a Current Report on November 14, 2022, on November 2, 2022, the Company’s Board of Directors unanimously elected Robert Bedwell as its Chief Compliance Officer and Cecile Munnik, CPA/CA, as its Chief Financial Officer.
On November 7, 2022, in connection with his election as Chief Compliance Officer, Mr. Bedwell entered into an Employment Agreement with the Company pursuant to which Mr. Bedwell was granted an initial award of stock options for 50,000 shares of the Company’s common stock (the “Bedwell Initial Option Grant”) as a material inducement for Mr. Bedwell to enter into his employment agreement. On December 5, 2022, the Company entered into an Option Agreement with Mr. Bedwell setting forth the terms of the Bedwell Initial Option Grant (the “Bedwell Option Agreement”). Pursuant to the Bedwell Option Agreement, Mr. Bedwell’s initial grant of options will vest as follows: (1) options for 25,000 shares are vested on the grant date; (2) options for 10,000 additional shares will become fully vested on the first anniversary of the grant date; and (3) options for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject to Mr. Bedwell’s continued employment with the Company. The Bedwell Initial Option Grant was issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).
On November 14, 2022, in connection with her appointment as Chief Financial Officer, Ms. Munnik entered into an Employment Agreement with the Company pursuant to which Ms. Munnik was granted an initial award of stock options for 50,000 shares of the Company’s common stock (the “Munnik Initial Option Grant”) as a material inducement for Ms. Munnik to enter into her employment agreement. On December 5, 2022, the Company entered into an Option Agreement with Ms. Munnik setting forth the terms of the Munnik Initial Option Grant (the “Munnik Option Agreement”). Pursuant to the Munnik Option Agreement, Ms. Munnik’s initial grant of options will vest as follows: (1) options for 25,000 shares are fully vested on the grant date; (2) options for 10,000 additional shares will become fully vested on the first anniversary of the commencement of her employment with the Company; and (3) options for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject to Ms. Munnik’s continued employment with the Company. The Munnik Initial Option Grant was issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).
The foregoing summaries of the Bedwell Option Agreement and Munnik Option Agreement do not purport to be complete and are subject to, and qualified in their entirety, by reference to the Stock Option Agreements attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 5, 2022, the Company issued a press release (the “Press Release”) reporting on the above described inducement grants to Mr. Bedwell and Ms. Munnik pursuant to Nasdaq Listing Rule 5635(c)(4).
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified by the full text of the press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
10.1 Stock Option Agreement, dated December 5, 2022 and effective as of November 7, 2022, by and between the Company and Robert Bedwell
10.2 Stock Option Agreement, dated December 5, 2022 and effective as of November 14, 2022, by and between the Company and Cecile Munnik
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEXTPLAT CORP.
By: /s/ Charles M. Fernandez
Name: Charles M. Fernandez
Title: Chairman and Chief Executive Officer
Dated: December 5, 2022
RM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Munnik Cecile
(Last) (First) (Middle)
C/O NEXTPLAT CORP, 3250 MARY ST.,
SUITE 410
(Street)
COCONUT GROVE FL 33133
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NextPlat Corp [ NXPL ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $1.71 11/14/2022 A 50,000 11/14/2022 11/14/2027 Common Stock 50,000(1) $0.00(2) 50,000 D
Explanation of Responses:
1. On December 5, 2022, Ms. Munnik entered into a Stock Option Agreement with the Issuer with an effective date of November 14, 2022 pursuant to which Ms. Munnik was granted an option to purchase 50,000 shares of Issuer's common stock, of which options to purchase 25,000 shares of common stock vest immediately on the Grant Date, with options to purchase an additional 10,000 shares of common stock vesting on the one-year anniversary of the Grant Date, and options to purchase the remaining 15,000 shares of common stock vesting on the second-year anniversary of the Grant Date.
2. The options were granted as an inducement for Ms. Munnik to enter into her employment agreement with the Issuer.
/s/ Cecile Munnik 12/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
RM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Munnik Cecile
(Last) (First) (Middle)
C/O NEXTPLAT CORP, 3250 MARY ST.,
SUITE 410
(Street)
COCONUT GROVE FL 33133
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NextPlat Corp [ NXPL ] 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $1.71 11/14/2022 A 50,000 11/14/2022 11/14/2027 Common Stock 50,000(1) $0.00(2) 50,000 D
Explanation of Responses:
1. On December 5, 2022, Ms. Munnik entered into a Stock Option Agreement with the Issuer with an effective date of November 14, 2022 pursuant to which Ms. Munnik was granted an option to purchase 50,000 shares of Issuer's common stock, of which options to purchase 25,000 shares of common stock vest immediately on the Grant Date, with options to purchase an additional 10,000 shares of common stock vesting on the one-year anniversary of the Grant Date, and options to purchase the remaining 15,000 shares of common stock vesting on the second-year anniversary of the Grant Date.
2. The options were granted as an inducement for Ms. Munnik to enter into her employment agreement with the Issuer.
/s/ Cecile Munnik 12/05/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
NextPlat Corp
The following documents have been filed with the SEC:
SEC Filing Alert
S-3: Registration statement for specified transactions by certain issuers
HTML PDF
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
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 16, 2022
NEXTPLAT CORP
(Exact Name of Registrant as Specified in its Charter)
NEVADA 001-40447 65-0783722
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)
3250 Mary St., Suite 410
Coconut Grove, FL 33133
(Address of principal executive offices and zip code)
(305) 560-5355
(Registrant’s telephone number, including area code)
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 NXPL The Nasdaq Stock Market Inc.
Warrants NXPLW The Nasdaq Stock Market Inc.
Item 1.01. Entry into a Material Definitive Agreement.
On November 16, 2022, NextPlat Corp (NASDAQ: NXPL, NXPLW) (the “Company” or “NextPlat”) entered into a Securities Purchase Agreement (the “SPA”) with Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care”), pursuant to which the Company has agreed to purchase, from time to time during the three year term of the SPA, up to an aggregate of $10 million of secured convertible debentures from Progressive Care (the “Debentures”). Pursuant to the SPA, all purchases of the Debentures will be made at the Company’s sole election and the proceeds from each purchase will be used by Progressive Care only as approved by the Company’s Board of Directors. Until used, the proceeds from each purchase of Debentures will be deposited in a controlled account. If and when the Company elects to purchase Debentures under the SPA, the minimum principal amount that can be purchased at any time is $1 million.
In addition, at the closing of each purchase under the SPA, the Company and Progressive Care will enter into a Registration Rights Agreement (each, a “Registration Rights Agreement”) pursuant to which Progressive Care will agree to register the shares of Progressive Care common stock issuable upon conversion in full of the Debentures purchased by the Company at such closing.
In accordance with the form of Debenture to be used for each purchase under the SPA, each Debenture will be convertible at any time, upon the Company’s election, to shares of Progressive Care’s common stock at a conversion price of $0.03 per share (as may be adjusted from time to time for share dividends, share splits, reverse share splits, etc.). In addition, each Debenture will mature on the third anniversary of its issuance and bear interest at 5.0% per annum, payable quarterly. At the Company’s election, interest can be paid in cash, shares of Progressive’s common stock, or some combination thereof. Progressive Care has the right to prepay the Debenture at any time provided that it gives the Company seven (7) business days advance written notice, during which time the Company could elect to convert the Debenture to Progressive Care common stock. Upon the prepayment of a Debenture, Progressive Care will pay the Company an amount equal to the sum of: (i) all outstanding principal under such Debenture, plus (ii) all accrued and unpaid interest under such Debenture through the prepayment date, multiplied by (iii) 110%. While amounts are outstanding under a Debenture, Progressive Care will be subject to certain restrictive covenants, including with respect to the incurrence of indebtedness, the imposition of liens on Progressive Care’s assets, changes to the Progressive Care’s organization documents, etc.
In connection with the SPA, on November 16, 2022, the Company entered into a Security Agreement (the “Security Agreement”) with Progressive Care and its subsidiaries, Touchpoint RX, LLC, a Florida limited liability company (“Touchpoint”), Family Physicians RX, Inc., a Florida corporation (“FPRX”), and ClearMetrX Inc., a Florida corporation (“ClearMetrX” and collectively with Progressive Care, Touchpoint and FPRX, the “Borrower Parties”). Pursuant to the Security Agreement, the Borrower Parties granted the Company a security interest in all of their respective assets to secure Progressive Care’s obligations under the Debentures.
The foregoing summaries of the SPA, Form of Debenture, Security Agreement, and Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety, by reference to the SPA, Form of Debenture, Security Agreement, and Registration Rights Agreement attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
Description
10.1 Securities Purchase Agreement, dated November 16, 2022, by and between NextPlat and Progressive Care Inc.
10.2 Form of Debenture
10.3 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
10.4 Form of Registration Rights Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Progressive Care Reports Third Quarter 2022 Financial Results and Appointment of Charles M. Fernandez as New Chief Executive Officer
Open web version
Miami, FL – November 15, 2022 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced financial and operational results for the three and nine months ended September 30, 2022, and appointment of Charles M. Fernandez as the new Chief Executive Officer.
The Company is delighted to welcome our current Chairman of the Board, Charles M. Fernandez as the Company’s new Chief Executive Officer. On November 11, 2022, Alan Jay Weisberg, Chief Executive Officer, and Vice-Chairman of the Board, resigned effective immediately. On the same date, the Board appointed Charles to serve as the new CEO effective immediately.
“Yesterday we announced that Jay Weisberg, our former CEO, had resigned his positions as CEO and Vice-Chair of the Board of Directors. Progressive Care is greatly indebted to Jay’s leadership and guidance to the Company as we emerged from the pandemic. Jay will remain available to us on a consulting basis as we continue our transition to a diversified technology-driven healthcare company. Upon Jay’s resignation, the Directors of Progressive Care appointed me as the Chief Executive Officer. As many of you are aware, I had joined the Board of Directors of Progressive Care as the Chairman in September. My appointment as Chairman was part of the $6 million investment made in Progressive Care in September 2022 by NextPlat Corporation, the Company of which I am also the CEO and Executive Chairman. I will receive no salary or other forms of compensation for my work as CEO of Progressive Care. I am taking on this role with the goal of maximizing the synergies that exist between NextPlat and Progressive Care. “ said Charles M. Fernandez, CEO of Progressive Care.
Key Financial Highlights for the Three Months Ended September 30, 2022 compared to the same period in 2021:
Revenue increased 4% to approximately $10.1 million
Prescription revenue increased 16% to almost $9.4 million
Cash balance of $7.4 million.
Recent Operational Highlights:
The Company has completed its strategic transaction with NextPlat for recapitalization purposes
Appointment of new Board Members Charles M. Fernandez, Rodney Barreto, and Pedro Rodriguez
Launch of our ClearMetrx platform for 340B third-party administration
Partnership with MedAvail to provide prescription dispensing kiosks
Launch of remote patient monitoring platform including physicians’ web portal and patients’ native apps for Android and iOS
Integration with Salesforce to enhance marketing and sales efforts for developing business lines
Operating results for the three months ended September 30, 2022:
For the three months ended September 30, 2022 and 2021, we recognized overall revenue from operations of approximately $10.1 million and $9.8 million, respectively. Net pharmacy revenues increased by approximately $0.3 million for the three months ended September 30, 2022 when compared to the same period in 2021. For the three months ended September 30, 2022, the increase in revenue was mainly attributable to an increase in pharmacy revenue of approximately $1.3 million and 340B contract revenue of approximately $0.5 million, which was offset by a decrease in COVID-19 testing revenue of approximately $1.1 million and an increase in PBM fees of approximately $0.4 million when compared to the same period in 2021.
We have filled approximately 117,000 and 106,000 prescriptions during the three months ended September 30, 2022 and 2021, respectively, a 10% period over period increase in the number of prescriptions filled.
Gross profit margins decreased from 30% for the three months ended September 30, 2021, to 21% when compared to the same period in 2022. The 9% period over period decrease is mainly due to the decrease in COVID-19 testing revenues, which have significantly higher margins than pharmacy operations.
The loss from operations increased by approximately $2.1 million for the three months ended September 30, 2022, when compared to the same period in 2021, due to the decrease in COVID-19 testing revenues and increase in operating expenses, which was offset by an increase in prescription and 340B contract revenue.
Operating results for the nine months ended September 30, 2022:
For the nine months ended September 30, 2022 and 2021, we recognized overall revenue from operations of approximately $30.2 million and $29.0 million, respectively. Net pharmacy revenues increased by approximately $1.2 million for the nine months ended September 30, 2022 when compared to the same period in 2021. For the nine months ended September 30, 2022, the increase in revenue was mainly attributable to an increase in pharmacy revenue of approximately $2.4 million and an increase in 340B contract revenue of approximately $0.1 million, which was offset by a decrease in COVID-19 testing revenue of approximately $1.0 million and an increase in PBM fees of approximately $0.3 million, when compared to the same period in 2021.
We have filled approximately 347,000 and 330,000 prescriptions during the nine months ended September 30, 2022 and 2021, respectively, a 5% period over period increase in the number of prescriptions filled.
Gross profit margins decreased from 27% for the nine months ended September 30, 2021, to 22% when compared to the same period in 2022. The 6% period over period decrease is mainly due to the decrease in COVID-19 testing revenues, which have significantly higher margins than pharmacy operations.
The loss from operations increased by approximately $1.6 million for the nine months ended September 30, 2022, when compared to the same period in 2021, due to the decrease in COVID-19 testing revenue and increase in operating expenses, which was offset by an increase in pharmacy revenue and 340B contract revenue.
Net (Loss) Income:
Our net loss was negatively impacted by non-recurring and non-cash items. For the nine months ended September 30, 2022 we had a net loss of $11.2 million compared to net income of $0.4 million for the same period in 2021, this is an approximate $11.6 million year over year decrease. We experienced a number of non-recurring and non-cash charges to our net loss in the third quarter that were attributable to the recapitalization of our debt and the capital raise associated with the issuance of Series B Preferred Stock.
Among them, we incurred non-recurring costs direct and attributable from securities attorneys, investment banker fees, stock compensation expense, gain on debt extinguishment, and accounting fees. These non-recurring costs approximated over $1.2 million. We incurred non-cash charges as a result of the change in fair value of the derivative liabilities associated with the warrants and convertible debt due to insufficient authorized shares to settle these instruments and was approximately $7.8 million.
We had negative adjusted EBITDA of approximately $900 thousand for the third quarter of 2022 as compared to positive EBITDA of approximately $700 thousand for the same period in 2021. Our EBITDA was negatively impacted by the non-recurring charges associated with the recapitalization of our debt and capital raise associated with the issuance of Series B Preferred Stock.
Our cash position was over $7.3 million at September 30, 2022, which was positively impacted by the cash proceeds received from the preferred stock issuance. We plan to utilize some of the proceeds for marketing.
Conference Call Replay:
For those unable to participate in the live conference call, a replay will be available at https://progressivecareus.com/news-releases/ and https://www.smallcapvoice.com/clients/rxmd/ shortly after the call had concluded.
For more information about Progressive Care, please visit the Company’s website.
Connect and stay in touch with us on social media:
Progressive Care Inc.
https://www.progressivecareus.com/
PharmCoRx
https://www.pharmcorx.com/
ClearMetrX
https://www.clearmetrx.com/
About Progressive Care:
Progressive Care Inc. (OTCQB: RXMD), through its subsidiaries, is a Florida health services organization and provider of Third-Party Administration (TPA), data management, COVID-19 related diagnostics and vaccinations, 340B contracted pharmacy services, prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.
Cautionary Disclosure Regarding Forward-Looking Statements
Forward-Looking Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
Public Relations Contact:
Carlos Rangel
carlosr@pharmcorx.com
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They were market makers trades, .000001
Here’s the info for Monday’s conference call.
To access the call:?Dial-In Number: 1-857-232-0157?Access Code: 422095
This should be the next Big step for RXMD’s nationwide expansion phase.
Here’s the news!
Progressive Care Announces Integration With Salesforce
MIAMI, FL, Nov. 09, 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 it has chosen the Salesforce Customer 360 Cloud to support initiatives in key business areas including retail, 340B, long-term care, and third-party administration (TPA) services.
Open web version
“We’re really excited to empower our sales, service, and marketing teams with technology that not only simplifies the prospecting process, but also provides our managers with strong tools to target new leads,” said Alan Jay Weisberg, CEO at Progressive Care Inc. “Salesforce Cloud will help our teams leverage the power of digital media to target specific audiences, reduce costs, and offer a clear view of each prospect’s current status in real-time.”
The company has started working with technology consultancy firm OffPrem, to begin the integration process of Salesforce into its technology ecosystem. This process will include data integration, platform configuration, and ongoing training. Salesforce is the leading customer relationship management system, ranked #1 for CRM Applications based on IDC 2021 Revenue Market Share Worldwide and servicing more than 150,000 businesses worldwide.
For more information about Progressive Care, please visit the company’s website.
Connect and stay in touch with us on social media:
Progressive Care Inc.
https://www.progressivecareus.com/
PharmCoRx
Charles and Rodney have already doubled their share value.
.04 appears to be the support base now.
Any crumb of new information will be progress in determining what the shareholders outcome will be.
Sounds to me like the Quiet Period may be ending.
News!!
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Forward Forward
Progressive Care Announces Shareholder Conference Call and Business Update on November 14, 2022
Open web version
MIAMI, November 8, 2022 - Progressive Care Inc. (OTCQB: RXMD), a personalized healthcare services and technology company (the “Company” or “Progressive Care”), is pleased to announce that the Company has scheduled an investor conference call at 4:30 PM ET on Monday, November 14th, 2022.
Co-vice chairman and CEO, Alan Jay Weisberg, stated, “It has been an exciting quarter for the company and we are really looking forward to sharing developments with our shareholders.”
Those attending the investor conference call will have the opportunity to submit questions concerning the Company to Stuart Smith of SmallCapVoice.Com, Inc. via e-mail: ssmith@smallcapvoice.com by 12:00 PM EST on Friday, November 11th, 2022. The Company plans to address as many appropriate questions as possible.
To access the call:
Dial-In Number: 1-857-232-0157
Access Code: 422095
For those unable to participate in the live conference call, a replay will be available at https://www.smallcapvoice.com/clients/rxmd/. shortly after the call has concluded.
An archived version of the webcast will also be available at https://progressivecareus.com/news-releases/.
Progressive Care Inc.
Progressive Care Inc. (OTCQB: RXMD), through its subsidiaries, is a Florida health services organization and provider of prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.
For more information about Progressive Care, please visit the company’s website.
Connect and stay in touch with us on social media:
Progressive Care Inc.
https://www.progressivecareus.com/
PharmcoRx
https://www.pharmcorx.com/
ClearMetrX
https://www.clearmetrx.com/
Forward-Looking Statements:
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance, and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Progressive Care Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
Public Relations Contact:
Carlos Rangel
carlosr@pharmcorx.com
?
Find Out More
Facebook
Twitter
Link
Website
Copyright © 2022 Progressive Care, All rights reserved.
You are receiving this email because you opted in via our website.
Our mailing address is:
Progressive Care
901 North Miami Beach Blvd
Suite 1 and 2
North Miami Beach, FL 33162
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No more Illiad, thank goodness ??!
Jay’s filing just showed up. Slow SEC.
Filing: SEC.report/Document/0001493152-22-030723/
Form 4 has been filed by:
: Weisberg Alan Jay
: Weisberg Alan Jay
Security Sale/Purchase Record accepted on 2022-11-04 00:00:00
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