Item 1.01. Entry into a Material Definitive Agreement.
On May 5, 2023, 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 agreed to purchase 455,000 newly issued units of securities from
Progressive Care (the "Units") at a price per Unit of $2.20 for an aggregate
purchase price of $1 million (the "Unit Purchase"). Each Unit consists of one
share of common stock, par value $0.0001 per share, of Progressive Care ("Common
Stock") and one warrant to purchase a share of Common Stock (the "PIPE
Warrants"). The PIPE Warrants have a three-year term, and will be immediately
exercisable. Each PIPE Warrant is exercisable at $2.20 per share of Common
Stock. On May 9, 2023, NextPlat and Progressive Care closed the transactions
contemplated in the SPA. Progressive Care intends to use the net proceeds from
the Unit Purchase for its working capital needs.
Simultaneous with the closing, Progressive Care entered into a Debt Conversion
Agreement (the "DCA") with NextPlat and the other holders (the "Holders") of
that certain Amended and Restated Secured Convertible Promissory Note, dated as
of September 2, 2022, made by Progressive Care in the original face amount of
$2,790,885.63 (the "Note"). Pursuant to the DCA, NextPlat and the other Holders
agreed to convert the total $2,887,228.53 of outstanding principal and accrued
and unpaid interest to Common Stock at a conversion price of $2.20 per share
(the "Debt Conversion"). Of the total 1,312,379 shares of Common Stock issued
upon conversion of the Note pursuant to the DCA, NextPlat received 570,599
shares, Charles M. Fernandez, the Executive Chairman and Chief Executive Officer
of NextPlat, received 228,240 shares, and Rodney Barreto received 228,240
shares. In addition, each of the Holders also received a warrant to purchase one
share of Common Stock for each share of Common Stock they received upon
conversion of the Note (the "Conversion Warrants"). The Conversion Warrants have
a three-year term, and will be immediately exercisable. Each Conversion Warrant
is exercisable at $2.20 per share of Common Stock.
Following the closing of the Unit Purchase and the Debt Conversion, the
Progressive Care preferred stock and common stock owned by NextPlat represents
approximately 38.4% of Progressive Care's total outstanding voting securities.
NextPlat expect to exercise and/or convert such portion of its convertible and
exercisable Progressive Care securities to increase its equity holdings in
Progressive Care to more than 50% of Progressive Care's issued and outstanding
voting securities.
At the same time, Progressive Care and NextPlat entered into a First Amendment
(the "Amendment") to that certain Securities Purchase Agreement dated November
16, 2022 (the "Debenture Purchase Agreement"). Under the Debenture Purchase
Agreement, Progressive Care agreed to issue, and NextPlat Corp agreed to
purchase, from time to time during the three-year term of the Debenture Purchase
Agreement, up to an aggregate of $10 million of secured convertible debentures
from the Company (the "Debentures"). Pursuant to the Amendment, NextPlat and
Progressive Care agreed to amend the Debenture Purchase Agreement and the form
of Debenture attached as an exhibit thereto to have a conversion price of $2.20
per share. At present, no Debentures have been purchased by NextPlat under the
Debenture Purchase Agreement.
In addition, Progressive Care issued warrants to certain existing Progressive
Care investors to induce them to approve the transaction contemplated by the SPA
(the "Inducement Warrants"). Charles M. Fernandez and Rodney Barreto received
Inducement Warrants to purchase 190,000 and 30,000 shares of Common Stock,
respectively. The Inducement Warrants have a three-year term, and will be
immediately exercisable. Each Inducement Warrant is exercisable at $2.20 per
share of Common Stock.
The foregoing summaries of the SPA, PIPE Warrants, DCA, Conversion Warrants,
Amendment, and Inducement Warrants do not purport to be complete and are subject
to, and qualified in their entirety, by reference to the SPA, Form of PIPE
Warrant, DCA, Form of Conversion Warrants, Amendment, and Form of Inducement
Warrants attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 99.1
respectively, which are incorporated herein by reference.
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Item 8.01. Other Events.
On May 10, 2023, NextPlat engaged Dawson James Securities, Inc. to advise the
Company in connection with its consideration of a possible spinoff of its Global
Telesat Communications Ltd and Orbital Satcom Corp business units as NextPlat
continues its transition to a global e-commerce and technology company.
On May 11, 2023, NextPlat issued a press release announcing the Unit Purchase
and related transactions, a copy of which is attached as Exhibit 99.2 to this
Current Report on Form 8-K.
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