Current Report Filing (8-k)
14 Dezember 2022 - 10:35PM
Edgar (US Regulatory)
0001058307
false
0001058307
2022-12-14
2022-12-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): DECEMBER 14, 2022
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.) |
3250
Mary St., Suite 410
Coconut
Grove, FL 33133
(Address
of principal executive offices and zip code)
(305)
560-5355
(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. |
Introductory
Note.
As
previously disclosed, on December 9, 2022, NextPlat Corp (the “Company”) entered into: (i) a securities purchase agreement
by and among the Company and certain institutional and accredited investors (the “Investors”) relating to a private placement
(the “Private Placement”) of 4,575,429 units (each, a “Unit”), each Unit consisting of (a) one share of the Company’s
common stock, $0.0001 par value per share (the “Common Stock”), and (b) one warrant to purchase one share of Common Stock
(each, a “Warrant”); and (ii) a registration rights agreement with the Investors, pursuant to which the Company agreed 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.
On
December 14, 2022, the Private Placement closed.
Item
3.02. Unregistered Sales of Equity Securities.
Upon
the closing of the Private Placement, the Company received gross proceeds of approximately $8.0 million for the Units and retained net
proceeds of approximately $7.4 million after deducting placement agent fees and offering expenses payable by the Company. The Company
sold the Units to “accredited investors,” as that term is defined in the Securities Act, in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and
corresponding provisions of state securities or “blue sky” laws. The Investors represented that they are acquiring the Units
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly,
the securities comprising the Units have not been registered under the Securities Act and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities
laws.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities
of the Company.
Item
8.01 Other Events.
On
December 14, 2022, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT
INDEX
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/ Charles
M. Fernandez |
| |
Name: |
Charles M. Fernandez |
| |
Title: |
Chairman and Chief Executive Officer |
| |
|
|
| Dated: December 14, 2022 |
|
|
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