Current Report Filing (8-k)
13 April 2023 - 2:10PM
Edgar (US Regulatory)
0001058307
false
0001058307
2023-04-11
2023-04-11
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): April 11, 2023
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 April 5, 2023, NextPlat Corp (the “Company”) entered into a securities purchase agreement by and
among the Company and an accredited investor (the “Investor”) relating to a private placement (the “Private Placement”)
of 3,428,571 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The offering price
of the Common Stock was $1.75 per share. the closing price of the Common Stock on April 4, 2023.
In
connection with the offering, the Company is required to file an initial registration statement with the Securities and Exchange Commission
covering the resale of the shares of Common Stock issued to the Investor within 120 calendar days of the closing date and to use commercially
reasonable efforts to have the registration statement declared effective within 150 days following the closing date.
On
April 11, 2023, 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 $6.0 million. The Company sold the Common
Stock to the Investor 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
Investor represented that it is acquiring the Common Stock for investment only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof. Accordingly, the Common Stock has not been registered under the Securities Act and 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
April 13, 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
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:
April 13, 2023 |
|
|
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