Item
1.01. Entry into a Material Definitive Agreement.
On
May 5, 2023, NextPlat Corp (NASDAQ: NXPL, NXPLW) (the “Company” or “NextPlat”) entered into a Securities Purchase
Agreement (the “SPA”) with Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care”), pursuant to which the Company
agreed to purchase 455,000 newly issued units of securities from Progressive Care (the “Units”) at a price per Unit of $2.20
for an aggregate purchase price of $1 million (the “Unit Purchase”). Each Unit consists of one share of common stock, par
value $0.0001 per share, of Progressive Care (“Common Stock”) and one warrant to purchase a share of Common Stock (the “PIPE
Warrants”). The PIPE Warrants have a three-year term, and will be immediately exercisable. Each PIPE Warrant is exercisable at
$2.20 per share of Common Stock. On May 9, 2023, NextPlat and Progressive Care closed the transactions contemplated in the SPA. Progressive
Care intends to use the net proceeds from the Unit Purchase for its working capital needs.
Simultaneous
with the closing, Progressive Care entered into a Debt Conversion Agreement (the “DCA”) with NextPlat and the other holders
(the “Holders”) of that certain Amended and Restated Secured Convertible Promissory Note, dated as of September 2, 2022,
made by Progressive Care in the original face amount of $2,790,885.63 (the “Note”). Pursuant to the DCA, NextPlat and the
other Holders agreed to convert the total $2,887,228.53 of outstanding principal and accrued and unpaid interest to Common Stock at a
conversion price of $2.20 per share (the “Debt Conversion”). Of the total 1,312,379 shares of Common Stock issued
upon conversion of the Note pursuant to the DCA, NextPlat received 570,599 shares, Charles M. Fernandez, the Executive Chairman and Chief
Executive Officer of NextPlat, received 228,240 shares, and Rodney Barreto received 228,240 shares. In addition, each of the Holders
also received a warrant to purchase one share of Common Stock for each share of Common Stock they received upon conversion of the Note
(the “Conversion Warrants”). The Conversion Warrants have a three-year term, and will be immediately exercisable. Each Conversion
Warrant is exercisable at $2.20 per share of Common Stock.
Following
the closing of the Unit Purchase and the Debt Conversion, the Progressive Care preferred stock and common stock owned by NextPlat represents
approximately 38.4% of Progressive Care’s total outstanding voting securities. NextPlat expect to exercise and/or convert such
portion of its convertible and exercisable Progressive Care securities to increase its equity holdings in Progressive Care to more than
50% of Progressive Care’s issued and outstanding voting securities.
At
the same time, Progressive Care and NextPlat entered into a First Amendment (the “Amendment”) to that certain Securities
Purchase Agreement dated November 16, 2022 (the “Debenture Purchase Agreement”). Under the Debenture Purchase Agreement,
Progressive Care agreed to issue, and NextPlat Corp agreed to purchase, from time to time during the three-year term of the Debenture
Purchase Agreement, up to an aggregate of $10 million of secured convertible debentures from the Company (the “Debentures”).
Pursuant to the Amendment, NextPlat and Progressive Care agreed to amend the Debenture Purchase Agreement and the form of Debenture attached
as an exhibit thereto to have a conversion price of $2.20 per share. At present, no Debentures have been purchased by NextPlat under
the Debenture Purchase Agreement.
In
addition, Progressive Care issued warrants to certain existing Progressive Care investors to induce them to approve the transaction contemplated
by the SPA (the “Inducement Warrants”). Charles M. Fernandez and Rodney Barreto received Inducement Warrants to purchase
190,000 and 30,000 shares of Common Stock, respectively. The Inducement Warrants have a three-year term, and will be immediately exercisable.
Each Inducement Warrant is exercisable at $2.20 per share of Common Stock.
The
foregoing summaries of the SPA, PIPE Warrants, DCA, Conversion Warrants, Amendment, and Inducement Warrants do not purport to be complete
and are subject to, and qualified in their entirety, by reference to the SPA, Form of PIPE Warrant, DCA, Form of Conversion Warrants,
Amendment, and Form of Inducement Warrants attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 99.1 respectively, which are
incorporated herein by reference.