Statement of Ownership (sc 13g)
07 April 2023 - 4:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
NEXTPLAT
CORP
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
68557F209
(CUSIP
Number)
December
14, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| |
☒ |
Rule 13d-1(b) |
| |
|
|
| |
☒ |
Rule
13d-1(c) |
| |
|
|
| |
☐ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68557F209 |
Page 2 of 6 Pages |
| 1 |
NAMES
OF REPORTING PERSONS:
|
| |
Robert
D. Keyser., Jr |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| |
(a)
☐ |
| |
(b)
☐ |
| 3 |
SEC
USE ONLY: |
| |
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
| |
Florida |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER:
2,132,900
(1) |
| 6 |
SHARED
VOTING POWER:
65,245
(2) |
| 7 |
SOLE
DISPOSITIVE POWER:
2,132,900
(1) |
| 8 |
SHARED
DISPOSITIVE POWER:
65,245
(2) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
| |
2,198,145 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
| |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
| |
15.2%
(3) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
| |
IN |
(1)
Consists of 227,161 shares of common stock held by Robert D. Keyser, Jr., 1,056,688 shares of common stock held by Sixth Borough Capital
Fund, LP, 549,051 shares of common stock held by Dawson James Securities, Inc. and 300,000 shares of common stock held by Ark Financial
Services, Inc. Mr. Keyser has voting and dispositive power with respect to shares held by Sixth Borough Capital Fund, LP, Dawson James
Securities, Inc., and Ark Financial Services, Inc. These amounts exclude common stock issuable upon the exercise of warrants held by
the Reporting Persons, as such warrants are not excisable within 60 days of the date hereof.
(2)
Consists of 65,245 shares of common stock held by Auxol Capital, LLC. Mr. Keyser has shared voting and dispositive power with respect
to shares held by Auxol Capital, LLC. These amounts exclude common stock issuable upon the exercise of warrants held by the Reporting
Persons, as such warrants are not excisable within 60 days of the date hereof.
(3)
Consists of 65,245 shares of common stock held by Auxol Capital, LLC, 227,161 shares of common stock held by Robert D. Keyser, Jr., 1,056,688
shares of common stock held by Sixth Borough Capital Fund, LP, 549,051 shares of common stock held by Dawson James Securities, Inc. 300,000
shares of common stock held by Ark Financial Services, Inc. based on 14,441,045 shares outstanding pursuant to the Form 10-K filed with
the SEC on March 31, 2023. The amount set forth in the table represents the ownership of the reporting person as of the date hereof.
These amounts exclude common stock issuable upon the exercise of warrants held by the Reporting Persons, as such warrants are not excisable
within 60 days of the date hereof.
CUSIP
No. 68557F209
|
|
Page
3 of 6 Pages |
| 1 |
NAMES
OF REPORTING PERSONS:
|
| |
Sixth
Borough Capital Fund, LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
| |
(a)
☐ |
| |
(b)
☐ |
| 3 |
SEC
USE ONLY: |
| |
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
| |
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER:
1,056,688
(1) |
| 6 |
SHARED
VOTING POWER:
0 |
| 7 |
SOLE
DISPOSITIVE POWER:
1,056,688
(1) |
| 8 |
SHARED
DISPOSITIVE POWER:
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
| |
1,056,688
(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
| |
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
| |
7.3%
(1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
| |
PN |
(1)
Consists of 1,056,688 shares of common stock held by Sixth Borough Capital Fund, LP. The ownership percentage is based on 14,441,045
shares outstanding pursuant to the Form 10-K filed with the SEC on March 31, 2023. The amount set forth in the table represents the ownership
of the reporting person as of the date hereof. These amounts exclude common stock issuable upon the exercise of warrants held by the
Reporting Persons, as such warrants are not excisable within 60 days of the date hereof.
CUSIP
No. 68557F209
|
|
Page
4 of 6 Pages |
| Item
1(a) |
Name
of Issuer: |
| |
|
| |
NEXTPLAT
CORP |
| Item
1(b) |
Address
of Issuer’s Principal Executive Offices: |
| |
3250
Mary St., Suite 410, Coconut Grove, FL 33133 |
| Item
2(a) |
Name
of Person Filing: |
| |
|
| |
This
statement is filed by:
(i)
Robert D. Keyser, Jr.; and
(ii)
Sixth Borough Capital Fund, LP.
The
foregoing person(s) are hereinafter sometimes collectively referred to as the “Reporting Persons.”
The
filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section
13 of the Act, the beneficial owner of the common stock reported herein. |
| Item
2(b) |
Address
of Principal Business Office or, if none, Residence: |
| |
The
address of the principal business office for each of the Reporting Persons is:
1515
N. Federal Highway, #300, Boca Raton, FL 33432 |
| Item
2(c) |
Citizenship: |
| |
|
| |
Florida
(Robert D. Keyser, Jr.)
Delaware
(Sixth Borough Capital Fund, LP) |
| Item
2(d) |
Title
of Class of Securities: |
| |
|
| |
Common
stock, $0.0001 par value |
| Item
2(e) |
CUSIP
Number: |
| |
|
| |
68557F209 |
| Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
X |
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
(15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If
filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
CUSIP
No. 68557F209
|
|
Page
5 of 6 Pages |
| Item
4. |
Ownership |
| |
|
| |
The
information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the
cover page for each Reporting Person hereto and is incorporated herein by reference for each
such Reporting Person.
|
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [ ]. |
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| |
Not
applicable |
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not
applicable |
| Item
8. |
Identification
and Classification of Members of the Group. |
| |
Not
applicable |
| Item
9. |
Notice
of Dissolution of Group. |
| |
Not
applicable |
| Item
10. |
Certifications. |
| |
Not
applicable |
CUSIP
No. 68557F209
|
|
Page
6 of 6 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
April
7, 2023
| |
Sixth Borough Capital Fund LP
|
| |
|
|
| |
By: |
/s/
Robert D. Keyser, Jr. |
| |
Name: |
Robert
D. Keyser, Jr. |
| |
Title: |
Managing
Partner |
| |
|
|
| |
|
Robert
D. Keyser, Jr.
|
| |
|
|
| |
|
/s/
Robert D. Keyser, Jr. |
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