Item
1.01. Entry into a Material Definitive Agreement.
On
December 9, 2022, NextPlat Corp (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain institutional and accredited investors (the “Investors”) for the sale by the Company in a private placement
of 4,575,429 units (each, a “Unit”), each Unit consisting of (i) one share of the Company’s common stock, $0.0001 par
value per share (the “Common Stock”), and (ii) one warrant to purchase one share of Common Stock (each, a “Warrant”).
The offering price of the Units was $1.75 per Unit. The Warrants included in the Units are exercisable at a price of $1.75 per share
and expire three years from the date of issuance.
The
closing of the offering is expected to take place on or before December 14, 2022, subject to the satisfaction of customary closing conditions.
In connection with the Purchase Agreement, the Investors subscribed for, and the Company will receive gross proceeds of, approximately
$8.0 million for the Units. The Company intends to use the proceeds from the offering for working capital needs, potential acquisitions,
joint ventures, and ongoing business transition activities.
In
connection with the offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),
pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”)
a registration statement to register for resale the shares of Common Stock sold in the offering and the shares of Common Stock underlying
the Warrants, within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as
practical thereafter.
The
securities issued in the offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and until so registered the securities may not be offered or sold absent registration or availability of an applicable exemption from
registration.
On
December 9, 2022, the Company entered into placement agency agreement (the “Placement Agency Agreement”) with Dawson James
Securities, Inc. (“Dawson James”) pursuant to which Dawson James agreed to serve as lead or managing placement agent on a
best efforts, agency basis in connection with the private placement of the Units. The Company has agreed to pay Dawson James a placement
agent fee of 6% of the gross proceeds received in the private placement and 3% on all proceeds from officers and directors including
any directed orders from the Company. As additional compensation under the Placement Agency Agreement, the Company will issue Dawson
James warrants (the “Placement Agent Warrants”) to purchase up to 549,051 shares of Common Stock with an exercise price of
$1.75 per share. The Placement Agent Warrants are exercisable at any time and from time to time during the three-year period commencing
on the six month anniversary of the closing date. The Company will also reimburse Dawson for up to $100,000 for its legal and due diligence
expenses.
The
Purchase Agreement and the Placement Agency Agreement contain customary representations, warranties and covenants by the Company, customary conditions
to closing, indemnification obligations of the Company, the Investors and Dawson, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase
Agreement and Placement Agent Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit
of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The
foregoing description of the material terms of the Placement Agency Agreement, Purchase Agreement, Warrant, Placement Agent Warrant,
and Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Placement Agency
Agreement, Purchase Agreement, Warrant, Placement Agent Warrant, and Registration Rights Agreement, copies of which are filed as Exhibits
1.1, 10.1, 4.1, 4.2, and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.