nxpl20250908

nxpl20250908_8k.htm

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): September 3, 2025

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.)

400 Ansin Blvd, Suite A

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

(305) 560-5381

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chairman of the Board of Directors

On September 3, 2025, the Board of Directors (the “Board”) appointed Rodney Barreto, the Company’s current Interim Chairman, as Chairman of the Board. Mr. Barreto has served as Interim Chairman since May following the passing of Charles M. Fernandez, our late Executive Chairman and CEO, in May 2025.

Appointment of Chief Executive Officer

On September 3, 2025, the Board appointed David Phipps, the Company’s current Interim Chief Executive Officer, as Chief Executive Officer. Mr. Phipps has served as Interim Chief Executive Officer since May following the passing of Charles M. Fernandez, our late Executive Chairman and CEO, in May 2025.

As of the date of this report, the Company has not made any changes to Mr. Phipps’s existing employment agreement in connection with his appointment as Chief Executive Officer.

There are no arrangements or understandings between Mr. Phipps and any other persons pursuant to Mr. Phipps was selected as an officer of the Company, Mr. Phipps has no family relationships with any of the Company’s directors or executive officers, and Mr. Phipps is not a party to and does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Item 8.01. Other Events

On September 9, 2025, the Company issued a press release announcing the appointments of Messrs. Barreto and Phipps to their respective positions as Chairman and Chief Executive Officer on a permanent basis.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ David Phipps
	Name:	David Phipps
	Title:	Chief Executive Officer

Dated: September 9, 2025

Exhibit 99.1

NextPlat Appoints Rodney Barreto as Chairman of the Board and David Phipps as Chief Executive Officer to Lead Ongoing Business Refocusing Efforts

Company Executes on Initiatives Including New Business Development, Corporate Reinvestment and Implements Additional Cost-Cutting Initiatives

Hallandale Beach, FL – September 9, 2025 - NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global consumer products and services company providing healthcare and technology solutions through e-Commerce and retail channels worldwide, today announced that as part of the Company’s ongoing business refocusing plans, it has named Rodney Barreto as its permanent Chairman of the Board and David Phipps as its permanent Chief Executive Officer. Messrs. Barreto and Phipps were both serving in interim roles following the passing of the Company’s previous Chairman and CEO in May.

Mr. Barreto has served as a Director of NextPlat since January 2022 and he brings more than 35 years of business leadership, including his role with the Barreto Group and as a partner at Capital City Consulting, a corporate and public affairs firm. He is the Chair of the FIFA Miami World Cup Host Committee 2026 and previously chaired the Miami Super Bowl Host Committees in 2007, 2010, and 2020. Mr. Phipps currently serves as President of NextPlat, where he oversees the Company’s various global e-commerce and communications operations. He previously served as the Company’s CEO and Chairman, guiding the Company’s transformation to its successful Nasdaq listing in 2021.

Following a comprehensive business review conducted by management and outlined in an Interim CEO Update Shareholder Letter issued on June 30^th, the Company has been executing against a broad range of business and corporate developments, operational process improvement, and cost reduction initiatives which are expected to drive greater efficiency, improve the Company’s financial outlook, and position NextPlat for sustainable long-term growth.

Commenting on his appointment as permanent Chief Executive Officer, David Phipps said, “I greatly appreciate the Board’s vote of confidence in me and its support as we execute against the initial plan we created to refocus the Company, cut costs, and position it to better support our customers and future growth. Although we are early in a multi-phase process, initial results of our efforts give me confidence that the actions we are taking are necessary and will play a critical role in generating shareholder value in the months ahead.”

Mr. Barreto was equally enthusiastic, saying “I am excited to serve as the Chairman of the Board and to work with David to implement the various strategies we have developed to refocus and reinvigorate the Company. After just a few short months with David at the helm, we have made great strides and we expect the upward trend to continue.”

Recent developments and progress against some of the activities outlined in the Interim CEO Update Shareholder Letter include:

●

NextPlat has implemented several leadership and staffing changes throughout the organization highlighted by the permanent appointment of Messrs. Barreto and Phipps to their previously announced roles. Additionally, the Company has reconstituted its Board of Directors and added veteran healthcare leadership to the team to drive business process improvement at its Healthcare Operation.

●

NextPlat has executed on several new business opportunities within its healthcare segment including securing a services subcontract for prescription management and fulfillment services on behalf of a government contractor; expanded its high margin 340B business with the addition of three new clinic contracts during the current quarter with three additional customers scheduled to start early in the fourth quarter.

●

In addition to ongoing company-wide efficiency improvement and cost-cutting efforts, the Company has recently consolidated its headquarters operations within its Hallandale Beach, Florida facility and terminating its Coconut Grove, Florida multi-year lease agreement. After the impact of fees and expenses associated with the termination of this lease, the Company expects an annual reduction in overhead expenses of approximately $240,000 beginning in 2026.

●

During the third quarter of 2025, the Company initiated its previously announced share repurchase program.

For more information about NextPlat, please visit www.NextPlat.com and connect with us on Facebook, LinkedIn and X.

About NextPlat Corp

Nextplat is a global consumer products and services company providing healthcare and technology solutions through e-Commerce and retail channels worldwide. Through acquisitions, joint ventures, and collaborations, the Company seeks to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-Commerce presence and revenue. NextPlat currently operates an e-Commerce communications division offering voice, data, tracking, and IoT products and services worldwide as well as pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care.

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 additional e-commerce capabilities for consumer and healthcare products 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

[email protected]