OTCQB Certification
I, Alan Jay Weisberg, Chief Executive Officer of Progressive Care, Inc. (“the Company”), certify that:
1. The Company is registered or required to file periodic reporting with the SEC or is exempt from SEC registration as indicated below (mark the box below that applies with an “X”):
[?] Company is registered under Section 12(g) of the Exchange Act
[?] Company is relying on Exchange Act Rule 12g3-2(b)
[?] Company is a bank that reports to a Bank Regulator under Section 12(i) of the Exchange Act
[?] Company is a bank that is non-SEC reporting but is current in its reporting to a Banking Regulator [?] Company is reporting under Section 15(d) of the Exchange Act.
[?] Company is reporting under the Alternative Reporting Company Disclosure Guidelines
[?] Company is reporting under Regulation A (Tier 2)
[?] Other (describe)
2. The Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters, and such information has been posted either on the SEC’s EDGAR system or the OTC Disclosure & News Service, as applicable.
3. The company is duly organized, validly existing and in good standing under the laws of the State of Delaware in which the Company is organized or does business.
4. The share information below is for the primary OTCQB traded security as of the latest practicable date: Trading Symbol RXMD
The data in this chart is as of:
Shares Authorized
Total Shares Outstanding
Number of Restricted Shares1
Unrestricted Shares Held by Officers, Directors, 10% Control Persons & Affiliates Public Float: Subtract Lines C and D from Line B
% Public Float: Line E Divided by Line B (as a %)2 Number of Beneficial Shareholders of at least 100 shares3
March 24, 2022 (A) 1,000,000,000
(B) 548,962,587 (C) 85,215,530 (D) 2,500,000
(E) 461,247,057 (F) 84%
(G) 5,938
1 Restricted Shares means securities that are subject to resale restrictions for any reason. Your transfer agent should be able to provide the total number of restricted securities.
2 Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “10 percent Control Person”), or any Affiliates thereof, or any Family Members of officers,
directors, and control persons. Family Member shall mean a Person's spouse, parents, children, and siblings, whether by blood, marriage or adoption, or anyone residing in such Person's home. OTCQB traded securities are required to have a freely traded public float of at least 10% of the shares outstanding unless an exemption applies.
3 Beneficial Shareholder means any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security. OTCQB traded securities are required to have at least 50 beneficial shareholders unless an exemption applies.
OTC Markets Group Inc. OTCQB Certification (v. 3.1 March 22, 2022)
5. Convertible Debt:
The following is a complete list of all promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities that were issued or outstanding at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification:
[?] Check this box if there were no promissory notes, convertible notes, or other convertible debt arrangements issued or outstanding at any point during this time period.
Date of Note Issuance
Principal Amount at Issuance ($)
Outstanding Balance ($)4
Maturity Date
Conversion Terms (e.g., pricing mechanism for determining conversion of instrument to shares)
# Shares Converted to Date
# of Potential Shares to be Issued Upon Conversion 5
Name of Noteholder (entities must have individual with voting / investment control disclosed). 6
Reason for Issuance (e.g., Loan, Services, etc.)
3/8/2019
$3,310,000
$2,143,891
5/15/2022
See below
60,486,969
53,597,282
Iliad Research and Trading, L.P. – control person – John F. Fife
Loan
Total Outstanding Total Shares: Balance:
Use the space below to provide any additional details, including footnotes to the table above:
Conversion terms – Iliad Research and Trading, L.P. - average of the two lowest closing trading prices during the
twenty trading days immediately preceding the applicable conversion.
6. The following is a complete list of any law firm(s) and attorney(s) that acted as the Company’s primary legal counsel in preparing its most recent annual report. Include the firm and attorney(s) name if outside counsel, or name and title if internal counsel. (If no attorney assisted in putting together the disclosure, identify the person(s) who prepared the disclosure and their relationship to the company.) Please also identify any other attorney, if different than the primary legal counsel, that assisted the company during the prior fiscal year on any matter including but not limited to, preparation of disclosure, press releases, consulting services, corporate action or merger assistance, etc.
4 The Outstanding Balance is to include accrued interest.
5 The total number of shares that can be issued upon full conversion of the Outstanding Balance. The number should not factor any “blockers” or limitations on the percentage of outstanding shares that can be owned by the Noteholder at a particular time. For purposes of this calculation, please use the current market pricing (e.g. most recent closing price, bid, etc.) of the security if conversion is based on a variable market rate.
6 International Reporting Companies may elect not to disclose the names of noteholders who are non-affiliates of the company. “Affiliate” is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, an officer, a director, or a shareholder beneficially owning 10 percent or more of the Company’s outstanding shares.
OTC Markets Group Inc. OTCQB Certification (v. 3.1 March 22, 2022)
Joseph M. Lucosky
Lucosky Brookman, LLP
101 Wood Avenue South, 5th Floor Woodbridge, New Jersey 08830 Phone: (732) 395-4400
7. The following is a complete list of third-party providers, including firm names and addresses, and primary contact names, engaged by the Company, its officers, directors or controlling shareholders, at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification, to provide investor relations services, public relations services, marketing, brand awareness, consulting, stock promotion, or any other related services to the Company. Please describe the services provided by each third-party provider listed below. If none, please state “None”.
Clearthink Capital
c/o Tysadco Partners
210 West 77th, #7W
New York, NY 10024
Investor relations and stock promotion services
SmallCapVoice.com, Inc. 202 Walton Way #192 Cedar Park, TX 78613 Investor relations services
CMW Media
555 West Beech Street, Suite 502
San Diego, CA 92101
Public relations and marketing services
InvestorsHub.com, Inc.
3122 Mahan Drive, Suite 801-137 Tallahassee, FL 32308-2502
Investor relations and stock promotion services
NewMediaWire
16501 Ventura Blvd., Suite 424
Encino, CA 91436
Public relations and press release services
Mediant Communications P.O. Box 29976
New York, NY 10087-9976 Investor relations services
EDM Media LLC
1750 N. Collins Blvd, Suite 101-V Richardson, TX 75080
Investor relations services
OTC Markets Group Inc.
OTCQB Certification (v. 3.1 March 22, 2022)
8. Officers, Directors and 5% Control Persons:
The following is a complete list of Officers, Directors and 5% Control Persons (control persons are beneficial owners of five percent (5%) or more of any class of the issuer’s equity securities), including name, address, and number of shares owned. Preferred shares, options, warrants that can be converted into common shares within the next 60 days should be included in the shareholdings listed below. If any of the beneficial shareholders are corporate entities, provide the name and address of the person(s) owning or controlling such corporate entities.
Name (First, Last)
Armen Karapetyan Alan Jay Weisberg Birute Norkute Jervis Hough Cecile Munnik Oleg Firer
Joseph Ziegler
City and State
(and Country if outside US)
Aventura, FL
Boca Raton, FL
North Miami Beach, FL Duluth, GA
Oakland Park, FL North Miami Beach, FL Hillsboro Beach, FL
Number of Shares Owned (list common, preferred, warrants and options separately)
37,169,210 8,570,487 3,112,500 1,943,396 1,000,000 1,943,396 1,785,715
Percentage of Class of Shares Owned
6.77% 1.56% 0.57% 0.35% 0.18% 0.35% 0.33%
Use the space below to provide any additional details, including conversion terms of any class of the issuer’s equity securities:
None
9. Certification:
Date: April 19, 2022
Name of Certifying CEO or CFO: Alan Jay Weisberg
Title: Chief Executive Officer
Signature: /s/ Alan Jay Weisberg
(Digital Signatures should appear as “/s/ [OFFICER NAME]”)
OTC Markets Group Inc.
OTCQB Certification (v. 3.1 March 22, 2022)
