Explanatory Note
This registration statement contains two forms of the joint proxy statement/prospectus delivered separately to stockholders of NextPlat Corp (“NextPlat”) in connection with annual meeting of NextPlat’s stockholders and Progressive Care Inc. (“Progressive Care”) in connection with a special meeting of Progressive Care’s stockholders. The joint proxy statement/prospectus to be delivered to NextPlat stockholders in connection with the NextPlat-Progressive Care merger described in this document will contain a letter to NextPlat’s stockholders and a notice of the NextPlat annual meeting, as well as a separate table of contents and a separate section at the end of the joint proxy statement/prospectus containing information on proposals for purposes of complying with Nasdaq Listing Rule 5635(a), the election of NextPlat directors, the ratification of the selection of an independent registered public accounting firm, the approval, on an advisory basis, of the compensation of NextPlat’s named executive officers as disclosed in the proxy statement, and the adjournment of the NextPlat annual meeting if necessary to allow for the solicitation of additional proxies. Similarly, the joint proxy statement/prospectus to be delivered to Progressive Care Security Holders in connection with the merger will contain a letter to Progressive Care stockholders and a notice of the Progressive Care special meeting, as well as a separate table of contents and a separate section at the end of the joint proxy statement/prospectus.
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