Here's why: on its own, NXPL isn't a successful company. They've had significant losses, the stock price has tumbled, but meanwhile the executives get rewarded with stock bonuses. Fernandez and NXPL struck up the deal to invest in RXMD with the plan to eventually have the companies merge. Since RXMD is SIGNIFICANTLY more valued than NXPL, allowing RXMD to lose its value simply by ending shareholder communication allowed the stock price to plummet so it was nearly in line with NXPL's.
At that point, they set up favorable merger terms for NXPL and highly unfavorable (criminal imo) terms for RXMD shareholders.
Had RXMD be given even slightly fair terms in the agreement, it wouldn't be such a sweet deal for Fernandez.
tl;dr Fernandez blatantly allowed RXMD share price to tumble by 75% AFTER a reverse split. Then set up the terms in the merger with NXPL.
RXMD's 1) revenue and 2) profitability were not given any consideration in the terms of the merger, mostly because NXPL didn't have anything respectable to compare it to. They used share price to determine the terms. RXMD had gone way down solely due to Fernandez's handling of everything.
The vast majority of funds used to get a controlling stake in RXMD by NXPL appear to be from diluted funds. In other words, Fernandez has hardly used any of his own money to invest.
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