NextPlat Corp ARS, filed Apr 30, 2025

NextPlat Corp (NXPL)

ARS 2025-04-30 For: 2024-12-31

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Nevada		65-0783722
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3250 Mary St., Suite 410, Coconut Grove, FL		33133
(Address of principal executive offices)		(Zip Code)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

	Page

PART I

Item 1. Business	3
Item 1A. Risk Factors	17
Item 1B. Unresolved Staff Comments	58
Item 1C. Cybersecurity	58
Item 2. Properties	59
Item 3. Legal Proceedings	60
Item 4. Mine Safety Disclosures	60

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	61
Item 6. [RESERVED]	62
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	62
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	75
Item 8. Financial Statements and Supplementary Data	75
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	75
Item 9A. Controls and Procedures	76
Item 9B. Other Information	77
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	77

PART III

Item 10. Directors, Executive Officers and Corporate Governance	78
Item 11. Executive Compensation	78
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	78
Item 13. Certain Relationships and Related Transactions, and Director Independence	78
Item 14. Principal Accountant Fees and Services	78

PART IV

Item 15. Exhibits and Financial Statement Schedules	78
Item 16. Form 10-K Summary	82
Signatures	82

	●	Our global presence enables us to compete in various markets around the world, with our multi-lingual personnel allowing us to respond to global customer inquiries with 24/7/365 customer support.
	●	Our significant expertise in global e-commerce sales allows us to maintain a competitive advantage over traditional methods of purchase through “brick and mortar” stores.
	●	Our significant levels of inventory stored in fulfillment centers around the world enable us to quickly secure customer orders against competitors who may not hold available inventory.
	●	Economies of scale of a leading provider of MSS product allows us to offer competitive prices for our products.
	●	Long-term contracts and experience with Globalstar allow us to compete competitively on satellite tracking opportunities.
	●	A diverse customer base with no single customer representing more than 3.0% of our annual gross e-Commerce sales revenue, and no single country representing more than 33% of our gross annual sales revenue as of December 31, 2024. This diversification reasonably permits the Company not to rely on any single customer, or group of customers, on any single product line, or any specific geographic area. Our Amazon sales represent the majority of our sales effort in the last 24 months.

	●	Increased product offerings - we are constantly increasing our product lines and offerings and will continue to do so in the future.
	●	Marketplace expansion – We intend to open new global e-commerce storefronts around the world to develop sales in new markets.
	●	Government sourced revenue - We intend to target US government/GSA sales which have not historically represented a significant part of our sales revenue. We will also recruit experienced government sales professionals to assist with this plan. We plan to become an approved seller on the US Government’s GSA Schedule, which gives federal, and in some cases state and local buyers, access to a great number of commercial products and services at negotiated ceiling prices. Schedule purchases represent approximately 21% of overall federal procurement spending.
	●	Product innovation - We will continue to launch our own innovative branded products, such as our SolarTrack solar powered satellite tracking device, to differentiate us and gain a competitive edge over other MSS suppliers.
	●	Future acquisitions - We will seek suitable acquisition opportunities to further increase our scale, expand sales and access new markets and sectors.
	●	E-Commerce Platforms - Expanding beyond our current global network of online storefronts serving thousands of consumers, enterprises, and governments.

	●	Our ability to obtain sufficient funding to expand our business and respond to business opportunities
	●	Our ability to acquire new customers or retain existing customers in a cost-effective manner
	●	Our ability to successfully improve our production efficiencies and economies of scale
	●	Our ability to manage our supply chain to continue to satisfy our future operation needs
	●	Our ability to retain our market share in our industry

	●	We have a history of net losses, and we are uncertain about our future profitability.
	●	Supply chain and shipping disruptions have resulted in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition.
	●	Our dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue and adversely affect the results of operations.
	●	Unfavorable global economic conditions have in the past and could in the future adversely affect our business, financial condition or results of operations.
	●	We may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be able to raise it on terms acceptable to us, or at all.
	●	Sustained investment in our business, strategic acquisitions and investments, as well as our focus on long-term performance, and on maintaining the health of our new e-commerce ecosystem, may negatively affect our margins and our net income, if any.
	●	The concentration of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors.
	●	We will become subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our securities.
	●	If we are successful in implementing our business strategy we will generate and process a large amount of data, including personal data, and the improper use or disclosure of data could result in regulatory investigations and penalties, and harm our reputation and have a material adverse effect on the trading prices of our securities, our business and our prospects.
	●	Our operations in international markets, and earnings in those markets, may be affected by changes in global cultural, political, and financial market conditions as well as potential changes in regulation, legislation, and government policies such as tariffs, tax laws, and global trade policies.

	●	Our sales may be impacted should there be a disruption of service to our Amazon or Alibaba online storefronts.
	●	Creating and maintaining a trusted status of our online marketing presence or ecosystem will be critical to our viability and growth.
	●	Any termination or material change in our relationship with Amazon or Alibaba could have a material adverse effect on our business, financial condition, results of operations and prospects.
	●	We may not be able to maintain and improve our online marketing.
	●	We face challenges in expanding our international and cross-border businesses and operations.
	●	We are heavily reliant on the services of certain executive officers and the departure or loss of any of these officers could disrupt our business.
	●	A significant portion of our revenues are from sales of products on Amazon and any limitation or restriction, temporarily or otherwise, to sell on Amazon’s platform could have a material adverse impact to our business, results of operations, financial condition and prospects.
	●	If logistics service providers used by our merchants fail to provide reliable logistics services, our business and prospects, as well as our financial condition and results of operations, may be materially and adversely affected.
	●	Our e-commerce platforms could be disrupted by network interruptions.
	●	Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect personal, confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations.
	●	Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues.
	●	Tightening of tax compliance efforts that affect our merchants could materially and adversely affect our business, financial condition and results of operations.

	●	Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations.
	●	Uncertainties with respect to China’s PRC legal system could adversely affect us.
	●	Recent litigation and negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price of our securities.
	●	Fluctuations in exchange rates could have a material and adverse effect on the results of operations and the value of your investment.
	●	Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

	●	We derive a significant portion of our sales from prescription drug sales reimbursed by pharmacy benefit management companies.
	●	Efforts to reduce reimbursement levels and alter health care financing practices could adversely affect our businesses.
	●	A slowdown in the frequency and rate of the introduction of new prescription drugs as well as generic alternatives to brand name prescription products could adversely affect our business, financial position, and results of operations.
	●	Unexpected safety or efficacy concerns may arise from pharmaceutical products.
	●	Prescription volumes may decline, and our net revenues and ability to generate earnings may be negatively impacted, if products are withdrawn from the market or if increased safety risk profiles of specific drugs result in utilization decreases.
	●	Certain risks are inherent in providing pharmacy services; our insurance may not be adequate to cover any claims against us.
	●	Changes in industry pricing benchmarks could adversely affect our business, financial position and results of operations.
	●	The industries in which we operate are extremely competitive and competition could adversely affect our business, financial position and results of operations.
	●	Existing and new government legislative and regulatory action could adversely affect our business, financial position and results of operations.
	●	Changes in the health care regulatory environment may adversely affect our business.
	●	Efforts to reform the U.S. health care system may adversely affect our financial performance.

	●	If we are found to be in violation of Medicaid and Medicare reimbursement regulations, we could become subject to retroactive adjustments and recoupment, or exclusion from the Medicaid, Medicare programs, and PBM networks.
	●	Our industry is subject to extensive government regulation, and noncompliance by us or our suppliers could harm our business.
	●	Our operating results are affected by the health of the economy in general and the markets we serve.
	●	If the products and services that we offer fail to meet customer needs, our sales may be affected.
	●	We are highly dependent on one supplier for our products, and a loss of that supplier may adversely impact our ability to sell products to our customers.
	●	We derive a significant portion of our revenues from a small number of customers and a loss of one or both of those customers would have a material adverse impact on our business.
	●	Our ability to grow our business may be constrained by our inability to find suitable new pharmacy locations at acceptable prices.
	●	Our ability to grow our business may be constrained by our inability to obtain adequate permits and licensing for new locations, business lines, and market territories.
	●	Product liability, product recall or personal injury issues could damage our reputation and have a significant adverse effect on our businesses, operating results, cash flows and/or financial condition.
	●	If we are not able to market our services effectively to clinics, their affiliated healthcare providers and prescription drug providers, we may not be able to grow our patient base as rapidly as we have anticipated.
	●	A disruption in our telephone system or our computer system could harm our business.

	●	There is substantial competition in our industry, and we may not be able to compete successfully.
	●	If demand for our products and services is reduced, our business and ability to grow would be harmed.
	●	Our revenues could be adversely affected if new drugs or combination therapies are developed and prescribed to our patients that have a reimbursement rate less than that of the current drug therapies our patients receive.
	●	If our credit terms with vendors become unfavorable or our relationship with them is terminated, our business could be adversely affected.

	●	Competition with some customers, or decisions by customers to perform internally some of the same solutions or services that we offer, could harm our business, results of operations or financial condition.
	●	If our solutions do not interoperate with our customers’ or their vendors’ networks and infrastructures, or if customers or their vendors implement new system updates that are incompatible with our solutions, sales of those solutions could be adversely affected.
	●	Our ability to generate revenue could suffer if we do not continue to update and improve existing solutions and develop new ones.
	●	There are increased risks of performance problems and breaches during times when we are making significant changes to our solutions or systems we use to provide our solutions. In addition, changes to our solutions or systems, including cost savings initiatives, may cost more than anticipated, may not provide the benefits expected, may take longer than anticipated to develop and implement or may increase the risk of performance problems.
	●	Breaches and failures of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm.
	●	We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect such information and data could damage our reputation and brand and harm our business and operating results.
	●	If we are unable to successfully execute on cross-selling opportunities of our solutions the growth of our business and financial performance could be harmed.
	●	We rely on internet infrastructure, bandwidth providers, other third parties and our own systems in providing certain of our solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could negatively impact our relationships with customers, adversely affecting our brand and our business.

	●	expanding and enhancing our core e-commerce offerings, including our marketplaces and new formats and features, our logistics network and capacities, our merchandising and supply chain capabilities, consumer services business, and international businesses;
	●	supporting our merchants, acquiring and retaining users and enhancing consumer experience and user engagement;
	●	strengthening and expanding various facilities and increasing our employee headcount;
	●	researching and developing new technologies, including digital assets, and improving our technological infrastructure; and cloud computing capacity;
	●	incubating new business initiatives.

	●	failure to obtain the required regulatory approvals for their use;
	●	prohibitive production costs;
	●	competing products;
	●	lack of innovation of the product;
	●	ineffective distribution and marketing;
	●	failure to gain market acceptance;
	●	lack of sufficient cooperation from our partners; and
	●	demonstrations of the products not aligning with or meeting customer needs.

	●	A cure or vaccine for chronic care conditions;
	●	The emergence of new diseases resistant to available medications;
	●	Shifts to treatment regimens other than those we offer;
	●	New methods of delivery of existing medications or of injectable or infusible medications that do not require our specialty pharmacy and disease management services;
	●	Recalls of the medications we sell;
	●	Adverse reactions caused by the medications we sell; and
	●	The expiration of or challenge to the drug patents on the medications we sell.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders:
Equity compensation plans 2020 Incentive Plan		523,000	$	0.26		50,600
Equity compensation plans 2021 Incentive Plan		295,000		0.32		917,971

Equity compensation plans not approved by security holders:
2018 Incentive Plan		-		-		1,333
Equity compensation issued pursuant to individual compensation arrangements		1,677,421		2.51		-
Total		2,495,421	$	3.09		969,904

	Years Ended December 31,
	2024			2023			$ Change			% Change
Revenue, net	$	65,483		$	37,756		$	27,727			73	%
Cost of revenue		49,254			26,445			22,809			86	%
Gross profit		16,229			11,311			4,918			43	%
Operating expenses		39,853			34,539			5,314			15	%
Loss before other income		(23,624	)		(23,228	)		(396	)		2	%
Other income		(570	)		(937	)		367			(39	)%
Loss before income taxes and equity in net loss of affiliate		(23,054	)		(22,291	)		(763	)		3	%
Income taxes		(71	)		(28	)		(43	)		154	%
Loss before equity in net loss of affiliate		(23,125	)		(22,319	)		(806	)		4	%
Gain on remeasurement of fair value of equity interest in affiliate prior to acquisition		—			11,352			(11,352	)		(100	)%
Equity in net loss of affiliate		—			(1,440	)		1,440			(100	)%
Net loss		(23,125	)		(12,407	)		(10,718	)		86	%
Net loss attributable to noncontrolling interest		9,100			8,629			471			5	%
Net loss attributable to NextPlat Corp	$	(14,025	)	$	(3,778	)	$	(10,247	)		271	%

	Years Ended December 31,
	2024					2023
	Dollars		% of Revenue			Dollars		% of Revenue			$ Change		% Change
Sales of products, net:
e-Commerce revenue	$	13,791		21	%	$	10,977		29	%	$	2,814		26	%
Pharmacy prescription and other revenue, net of PBM fees		41,308		63	%		21,412		57	%		19,896		93	%
Sub total		55,099		84	%		32,389		86	%		22,710		70	%
Revenues from services:
Pharmacy 340B contract revenue		10,384		16	%		5,367		14	%		5,017		93	%

Revenues, net	$	65,483		100	%	$	37,756		100	%		27,727		73	%

	●	maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
	●	prepare and distribute periodic reports in compliance with our obligations under federal securities laws;
	●	institute a more comprehensive compliance function, including with respect to corporate governance; and
	●	involve, to a greater degree, our outside legal counsel and accountants in the above activities.

	●	protecting the data in and hosted on our system, including against attacks on our system or unauthorized use by outside parties or fraudulent behavior or improper use by our employees;
	●	addressing concerns, challenges, negative publicity and litigation related to data privacy, collection, use and actual or perceived sharing for promotional and other purposes (including sharing among our own businesses, with business partners or regulators, and concerns among the public about the alleged discriminatory treatment adopted by Internet platforms based on user profile), safety, security and other factors that may arise from our existing businesses or new businesses and technologies, such as new forms of data (for example, biometric data, location information and other demographic information); and
	●	complying with applicable laws, rules and regulations relating to the collection (from users and other third-party systems or sources), use, storage, transfer, disclosure and security of personal data, including requests from data subjects and regulatory and government authorities.

	●	Designing and developing products using advanced and unproven technologies in intelligence and homeland security applications that are intended to operate in high demand, high risk situations; and
	●	Designing and developing products to collect, distribute and analyze various types of information.

	●	the quality, value and functionality of products and services offered;
	●	the reliability and integrity of our company and our e-commerce websites, as well as of the merchants,
	●	software developers, logistics providers, service providers, intellectual property holders and other participants in our ecosystem;
	●	our commitment to high levels of service;
	●	the safety, security and integrity of the data on our systems, and those of other participants on our e-commerce websites;
	●	the strength of our measures to protect consumers and intellectual property rights owners; and
	●	our ability to provide reliable and trusted payment and escrow services through our arrangements with third party service providers.

	●	offer secure and open e-commerce websites for all participants and balance the interests of these participants;
	●	provide a wide range of high-quality product offerings to consumers;
	●	attract and retain a wide range of consumers, merchants, brands and retailers;
	●	provide effective technologies, infrastructure and services that meet the evolving needs of consumers, merchants, brands, retailers and other ecosystem participants;
	●	arrange secure and trusted payment settlement services;
	●	address user concerns with respect to data security and privacy;
	●	improve our logistics data and coordinate fulfillment and delivery services with logistics service providers;
	●	attract and retain third-party service providers that are able to provide quality services on commercially reasonable terms to our merchants, brands, retailers and other ecosystem participants;
	●	maintain the quality of our customer service; and
	●	continue adapting to the changing demands of the market.

	●	difficulties in, and significant and unanticipated additional costs and expenses resulting from, integrating into our business the large number of personnel, operations, products, services, technology, internal controls and financial reporting of the businesses we acquire;
	●	disruption of our ongoing business, distraction of and significant time and attention required from our management and employees and increases in our expenses;
	●	departure of skilled professionals and proven management teams of acquired businesses, as well as the loss of established client relationships of those businesses we invest in or acquire;
	●	for investments over which we may not obtain management and operational control, we may lack influence over the controlling partners or shareholders, or may not have aligned interests with those of our partners or other shareholders;
	●	additional or conflicting regulatory requirements, heightened restrictions on and scrutiny of investments, acquisitions and foreign ownership in other jurisdictions, on national security grounds or for other reasons, regulatory requirements such as filings and approvals under the anti-monopoly and competition laws, rules and regulations, the risk that acquisitions or investments may fail to close, due to political and regulatory challenges or protectionist policies, as well as related compliance and publicity risks;
	●	actual or alleged misconduct, unscrupulous business practices or non-compliance by us or any company we acquire or invest in or by its affiliates or current or former employees, whether before, during or after our acquisition or investments;
	●	difficulties in identifying and selecting appropriate targets and strategic partners, including potential loss of opportunities for strategic transactions with competitors of our investee companies and strategic partners; and
	●	difficulties in conducting sufficient and effective due diligence on potential targets and unforeseen or hidden liabilities or additional incidences of non-compliance, operating losses, costs and expenses that may adversely affect us following our acquisitions or investments or other strategic transactions.

	●	federal and state laws and regulations governing the purchase, distribution, management, dispensing and reimbursement of prescription drugs and related services, whether at retail or mail, and applicable licensing requirements;
	●	the effect of the expiration of patents covering brand name drugs and the introduction of generic products;
	●	the frequency and rate of approvals by the FDA of new brand named and generic drugs, or of over-the-counter status for brand name drugs;
	●	FDA regulation affecting the retail pharmacy industry;
	●	rules and regulations issued pursuant to the HIPAA; and other federal and state laws affecting the use, disclosure and transmission of health information, such as state security breach laws and state laws limiting the use and disclosure of prescriber information;
	●	administration of the Medicare drug benefit, including legislative changes and/or CMS rulemaking and interpretation;
	●	government regulation of the development, administration, review and updating of formularies and drug lists;
	●	state laws and regulations establishing or changing prompt payment requirements for payments to retail pharmacies;
	●	impact of network access (any willing provider) legislation on ability to manage pharmacy networks;
	●	managed care reform and plan design legislation;
	●	insurance licensing and other insurance regulatory requirements applicable to offering prescription drug providers (“PDP”) about the Medicare drug benefit;
	●	direct regulation of pharmacies by regulatory and quasi-regulatory bodies; and
	●	Federal government sequestration affecting Medicare Part B reimbursements.

	●	diversion of management time and focus from operating our business to addressing acquisition integration challenges;
	●	coordination of technology, research and development and sales and marketing functions;
	●	retention of employees from the acquired company;
	●	cultural challenges associated with integrating employees from the acquired company into our organization;
	●	integration of the acquired company’s accounting, management information, human resources and other administrative systems;
	●	the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;
	●	potential write-offs of intangibles or other assets acquired in such transactions that may have an adverse effect our operating results in a given period;
	●	liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
	●	litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former shareholders or other third parties.

	●	Other pharmacy distributors;
	●	Specialty pharmacy divisions of wholesale drug distributors;
	●	Not for profit organizations with pharmacies;
	●	Hospital-based pharmacies;
	●	Local infusion providers;
	●	Sterile and non-sterile compounding pharmacies;
	●	Other retail pharmacies;
	●	Provider dispensaries;
	●	Manufacturers that sell their products both to distributors and directly to clinics and physicians’ offices;
	●	Hospital-based care centers and other alternate-site healthcare providers;
	●	Insurance companies with proprietary pharmacy services;
	●	Customers and MSOs of ours who decide to open their own pharmacies;
	●	Chain pharmacies; and
	●	Mail-order pharmacies.

	●	damage from fire, power loss, tornado and other natural disasters;
	●	telecommunications failures;
	●	software and hardware errors, failures and crashes;
	●	security breaches, computer viruses and similar disruptive problems; and
	●	other potential interruptions.

	●	changes in our industry;
	●	competitive pricing pressures;
	●	our ability to obtain working capital financing;
	●	additions or departures of key personnel;
	●	conversions from preferred stock to common stock;
	●	sales of our common and preferred stock;
	●	our ability to execute our business plan;
	●	operating results that fall below expectations;
	●	loss of any strategic relationship;
	●	regulatory developments; and
	●	economic and other external factors.

	●	an increase in cash received from e-Commerce Operations of approximately $2.8 million due to year-over-year sales increase; an increase in cash received from Healthcare Operations of approximately $40.9 million was mainly due to the full year results of Progressive Care included in 2024 versus six months results during 2023 as a result of the acquisition as of July 1, 2023;
	●	an increase in cash received from interest income and other sources of approximately $0.4 million and primarily represents the full year of interest income on money market accounts in 2024 versus five months in 2023;
	●	an increase in cash paid for inventory purchases and other costs of revenue of approximately $43.6 million, which was mainly due to the full year results of Progressive Care included in 2024 versus six months results during 2023 as a result of the acquisition as of July 1, 2023, Outfitter acquisition as of April 1, 2024, and an increase in inventory purchases for e-Commerce Operations as a result of increased sales;
	●	an increase in cash paid for salaries and related expenses of approximately $4.8 million, offset by a decrease in cash paid for other recurring operational expenses of approximately $6.2 million, and mainly due to the full year results of Progressive Care included in 2024 versus six months results during 2023 as a result of the acquisition as of July 1, 2023, and Outfitter acquisition as of April 1, 2024;
	●	an increase in cash paid for income taxes of approximately $0.1 million;
	●	and an increase in cash paid for merger costs and other non-recurring expenses of approximately $3.4 million.

	(1)	Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.

	(2)	Financial Statements Schedules. None.

Exhibit No.		Description
1.1		Placement Agency Agreement dated December 9, 2022, by and between the Company and Dawson James Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022).
2.1		Merger Agreement and Plan of Reorganization by and among NextPlat Corp., Progressive Care LLC, and Progressive Care Inc., dated April 12, 2024 (incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on April 17, 2024).
3.1		Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014).
3.2		Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2014).
3.3		Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2016).
3.4		Certificate of Change to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.7 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021).
3.5		Certificate of Amendment of the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
3.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2022).
4.1		Description of NextPlat Corp’s Securities Registered Under Section 12 of the Exchange Act. (Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).
4.2		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.3		Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.4		Form of Underwriter’s Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
4.5		Form of Warrant Agreement issued in offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022)
4.6		Form of Placement Agent Warrant Agreement issued in offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 13, 2022)
10.1⁺		David Phipps Employment Agreement (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on March 11, 2021).
10.2⁺		2020 Equity Incentive Plan (Incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 31, 2021).
10.3		Debenture by and among Global Telesat Communications LTD and HSBC UK BANK PLC, dated July 16, 2020 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 21, 2020).
10.4		Coronavirus Business Interruption Loan Agreement by and among Global Telesat Communications LTD and HSBC UK BANK PLC, dated July 16, 2020 (Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 21, 2020).
10.5⁺		David Phipps Employment Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2021).

10.6⁺		Form Fernandez Restricted Stock Agreement (incorporated by reference to Exhibit 10.19 to Amendment No.4 to the Company’s registration statement on Form S-1 filed with the SEC on May 25, 2021, File No. 333-253027).
10.7⁺		Fernandez Employment Agreement, dated May 23, 2021 (incorporated by reference to Exhibit 10.20 to Amendment No.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 25, 2021, File No. 333-253027).
10.8⁺		Fernandez Employment Agreement, dated June 2, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report filed with the SEC on August 17, 2021).
10.9⁺		Form of Director Offer Letter (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 7, 2021).
10.10⁺		Hector Delgado Independent Director Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.11⁺		Louis Cusimano Independent Director Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.12⁺		David Phipps Employment Agreement (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2021).
10.13		Alibaba.com Supplemental Services Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.14		Alibaba.com Transaction Services Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.15		Alibaba.com Terms of Use (incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).
10.16⁺		Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2021).
10.17⁺		Director Services Agreement, dated January 11, 2022, between Orbsat Corp and Rodney Barreto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2022).
10.18⁺		Orbsat Corp Amended and Restated 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2021).
10.19⁺		Orbsat Corp 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2021).
10.20⁺		Form of Stock Option Grant Notice and Agreement between Orbsat Corp and each of Charles M. Fernandez (75,000 shares), Paul R Thomson (10,000 shares) and Theresa Carlise (15,000 shares), entered into in December 2021 (incorporated by reference to Exhibit 10.68 to the Company’s Current Report on Form 10-K filed with the SEC on March 31, 2022).
10.21⁺		Stock Option Agreement, dated July 1, 2022, by and between NextPlat Corp and Charles M. Fernandez (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
10.22		Employment Agreement, dated as of November 7, 2022, by and between the Company and Robert Bedwell (incorporated by reference to Exhibit 10.6 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.23		Employment Agreement, dated as of November 14, 2022, by and between the Company and Cecile Munnik (incorporated by reference to Exhibit 10.8 the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2022).
10.24⁺		Stock Option Agreement dated December 5, 2022, and effective as of November 7, 2022, by and between the Company and Robert Bedwell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K Filed on December 5, 2022).

10.25⁺		Stock Option Agreement dated December 5, 2022, and effective as of November 14, 2022, by and between the Company and Cecile Munnik (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K Filed on December 5, 2022).
10.26		Merchant Sourcing Agreement, dated as of April 20, 2023, by and between the Company and Alibaba.com Singapore E-Commerce Private Limited, a company organized under the laws of Singapore* (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2023)
10.27		Promissory Note, dated July 7, 2023, in the original principal amount of $250,000 made by Next Borough Capital Management to the order of NextPlat Corp. (incorporated by reference from Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2023).
10.28		First Amendment to Employment Agreement, dated as of June 29, 2023, by and between NextPlat Corp and Cecile Munnik (incorporated by reference from Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2023).
10.29		Distribution Agreement, dated as of October 12, 2023, by and between OPKO Health Spain, S.L.U. and NextPlat Corp (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 18, 2023).
10.30		Stock Purchase Agreement, dated as of March 25, 2024, by and between NextPlat Corp and James T. McKinley (incorporated by reference from Exhibit 10.1 to the Company’s Current Report filed on March 29, 2024)
10.31		Form of Lock-Up Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2024).
10.32+		Employment Agreement, dated as of August 11, 2024, by and between the Company and David Phipps (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2024).
10.33+		Elizabeth Alcaine Independent Director Agreement (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2024).
10.34+		Amended Director Agreement, dated as of October 1, 2024, by and between the Company and Louis Cusimano.
10.35+		Independent Director Agreement, dated as of October 1, 2024, by and between the Company and Jervis Hough.
10.36+		Amended Director Agreement, dated as of October 1, 2024, by and between the Company and Hector Delgado.
10.37+		Independent Director Agreement, dated as of October 1, 2024, by and between the Company and Douglas Ellenoff.
10.38+		Independent Director Agreement, dated as of October 1, 2024, by and between the Company and Anthony Armas.
21.1		Subsidiaries of NextPlat Corp.
23.1		Consent of RBSM LLP.
31.1		Certification of Principal Executive Officer, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1		Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference from Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 11, 2024).
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101		The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive (Loss) Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Dated: March 21, 2025	NEXTPLAT CORP

	By:	/s/ Charles M. Fernandez
		Charles M. Fernandez
		Title: Executive Chairman and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Cecile Munnik
		Cecile Munnik
		Title: Chief Financial Officer, (Principal Financial and Accounting Officer)

Signature	Title	Date

/s/ Charles M. Fernandez	Chief Executive Officer and Executive Chairman	March 21, 2025
Charles M. Fernandez	(Principal Executive Officer)

/s/ Cecile Munnik	Chief Financial Officer	March 21, 2025
Cecile Munnik	(Principal Financial and Accounting Officer)

/s/ David Phipps	President and Chief Executive Officer of Global Operations and Director	March 21, 2025
David Phipps

/s/ Douglas S. Ellenoff	Vice Chairman and Chief Business Development Strategist and Director	March 21, 2025
Douglas Ellenoff

/s/ Hector Delgado	Director	March 21, 2025
Hector Delgado

/s/ Elizabeth Alcaine	Director	March 21, 2025
Elizabeth Alcaine

/s/ Louis Cusimano	Director	March 21, 2025
Louis Cusimano

/s/ Jervis Bennett Hough	Director	March 21, 2025
Jervis Bennett Hough

/s/ Rodney Barreto	Director	March 21, 2025
Rodney Barreto

/s/ Anthony Armas	Director	March 21, 2025
Anthony Armas

Report of Independent Registered Public Accounting Firm RBSM LLP, New York, NY, (PCAOB ID. 587)	F-2

Consolidated Balance Sheets as of December 31, 2024 and 2023	F-4

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023	F-5

Consolidated Statements of Equity for the Years Ended December 31, 2024 and 2023	F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-7

Notes to Consolidated Financial Statements	F-8

	●	These procedures included, among others, (i) testing management’s process for determining the fair value estimates; (ii) testing the completeness and accuracy of the underlying data used in the fair value approach; and (iii) evaluating the reasonableness of the significant assumptions used by management.
	●	Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the fair value approaches and (ii) the reasonableness of significant assumptions of relevant financial matrices for concluding the fair value of reporting unit and future levels of revenue growth.