As
filed with the Securities and Exchange Commission on June 21, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NextPlat
Corp
(Exact
name of registrant as specified in its charter)
| Nevada |
|
65-0783722 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employee
Identification No.) |
3250
Mary St., Suite 410
Coconut
Grove, FL 33133
(305)
560-5355
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Charles
M. Fernandez
Chief
Executive Officer
3250
Mary St., Suite 410
Coconut
Grove, FL 33133
(305)
560-5355
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Ralph
V. De Martino, Esq.
Marc
Rivera, Esq.
ArentFox
Schiff LLP
901
K Street NW, Suite 700
Washington,
DC 20001
Tel:
(202) 724-6848
Fax:
(202) 778-6460
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer |
☐ |
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Accelerated
filer |
☐ |
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Non-accelerated
filer |
☒ |
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Smaller
reporting company |
☒ |
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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 7(a)(2)(B) of Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The Selling Stockholder may not sell these securities or accept an
offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any jurisdiction where such offer
or sale is not permitted
Subject
to Completion, dated June 21, 2023
PROSPECTUS
3,428,571
shares of Common Stock
NextPlat
Corp
Pursuant
to this prospectus, the selling stockholder identified herein (the “Selling Stockholder”) is offering on a resale basis an
aggregate of 3,428,571 shares of our common stock, par value $0.0001 per share (“Common
Stock”).
The
foregoing 3,428,571 shares of Common Stock offered for resale hereby were acquired by the
Selling Stockholder in a private placement transaction pursuant to a securities purchase agreement by and between us and the Selling
Stockholder, dated April 5, 2023 (the “Purchase Agreement”).
We
will not receive any of the proceeds from the sale by the Selling Stockholder of the common stock.
The
Selling Stockholders may sell any or all of the shares on any stock exchange, market or trading facility on which the shares are traded
or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated
prices. Information on the Selling Stockholders and the times and manners in which they may offer and sell our shares is described under
the sections entitled “Selling Stockholders” and “Plan of Distribution” in this prospectus. While we will bear
all costs, expenses and fees in connection with the registration of the shares, we will not receive any of the proceeds from the sale
of our shares by the Selling Stockholders.
Our
shares are currently traded on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “NXPL”. On June 20,
2023, the closing price for our shares on Nasdaq was $2.59 per share.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required.
Investing
in our securities involves risks. See “Risk Factors” beginning on page 6 of this prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS
DATED _______, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is filed in conjunction with a registration statement that we filed with the Securities and Exchange Commission (the “SEC”).
Under this registration process, the Selling Stockholder may from time to time offer and sell or otherwise dispose up to 3,428,571
shares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration
statement filed by us includes additional information not contained in this prospectus.
This
prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being
offered and other information you should know before investing in our securities. You should not assume that the information contained
in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to
read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making
your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
You
should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We
have not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you other
than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information,
you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless
otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our
general expectations and market opportunity, is based on information from our own management estimates and research, as well as from
industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived
from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we
believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily
uncertain due to a variety of factors, including those described in “Risk Factors” beginning on page 6 of this
prospectus. These and other factors could cause our future performance to differ materially from our assumptions and
estimates.
Certain
Defined Terms and Conventions
Unless
otherwise indicated, references in this prospectus to:
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“shares,”
“common shares,” and “common stock” are to shares of our common stock, par value $0.0001 per share. |
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“US$”
and “U.S. dollars” are to the legal currency of the United States. |
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“we,”
“us,” “our,” “NextPlat,” “NXPL” or the “Company” refer to NextPlat Corp,
a Nevada corporation, and its subsidiaries. |
WHERE
YOU CAN FIND MORE INFORMATION
For
the purposes of this section, the term registration statement means the original registration statement and any and all amendments including
the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information
included in the registration statement we filed. For further information regarding us and the shares offered in this prospectus, you
may desire to review the full registration statement, including the exhibits. The registration statement, including its exhibits and
schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8090. Copies of such materials
are also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
In addition, the SEC maintains a website (http://www.sec.gov) from which interested persons can electronically access the registration
statement, including the exhibits and schedules to the registration statement.
We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance
with the Exchange Act, we file reports with the SEC, including annual reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose important
information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such
document, and the incorporation by reference of such documents should not create any implication that there has been no change in our
affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information
incorporated by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information
contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by
reference in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency
between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the
information contained in the document that was filed later.
We
incorporate by reference the documents listed below:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 31, 2023; |
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our
Quarterly Report on Form 10-Q for the quarter dated March 31, 2023, filed with the SEC on May
15, 2023,; |
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our
Current Reports on Form 8-K and any amendments on Form 8-K/A filed on January
5, 2023, January
27, 2023, April
6, 2023, April
13, 2023, April
26, 2023, and May
11, 2023; |
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the
description of our common stock, par value $0.0001 per share contained in our prospectus forming a part of the Registration Statement
on Form S-1 (File No. 333-253027), originally filed with the U.S. Securities and Exchange Commission on February
12, 2021, as thereafter amended and supplemented from time to time; and |
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all
documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 and prior to the sale of all the securities registered hereunder or the termination of the
registration statement. |
Unless
expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to,
but not filed with, the SEC.
We
will provide to each person, including any beneficial owner, who receives a copy of this prospectus, upon written or oral request, without
charge, a copy of any or all of the documents we refer to above which we have incorporated by reference in this prospectus. You should
direct your requests to the attention of our chief financial officer at our principal executive office located at 3250 Mary Street, Suite
410, Coconut Grove, FL., 33133. Our telephone number is (305) 560-5355.
You
should rely only on the information contained or incorporated by reference in this prospectus, in any applicable prospectus supplement
or any related free writing prospectus that we may authorize to be delivered to you. We have not authorized any other person to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will
not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus, the applicable supplement to this prospectus or in any related free writing prospectus is accurate as of
its respective date, and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since
those dates.
PROSPECTUS
SUMMARY
This
summary highlights selected information from this prospectus and the documents incorporated herein by reference and does not contain
all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus,
including the risks of investing in our securities discussed under “Risk Factors” beginning on page 6 of this prospectus,
the information incorporated herein by reference, including our financial statements, and the exhibits to the registration statement
of which this prospectus is a part. All references in this prospectus to “we,” “us,” “our,” “NextPlat,”
“NXPL,” the “Company” and similar designations refer to NextPlat Corp (formerly Orbsat Corp), unless otherwise
indicated or as the context otherwise requires.
Our
Company
Overview
Leveraging
the e-commerce experience of the Company’s management team and the Company’s existing e-commerce platforms, the Company has
embarked upon the rollout of a state-of-the-art e-commerce platform to collaborate with businesses to optimize their ability to sell
their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and
revenue, which we expect will become the focus of the Company’s business in the future. Historically, the business of NextPlat
has been, the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed
in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce
storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers,
enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing comprehensive
systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital
assets built for Web3 (an internet service built using decentralized blockchains). This new platform (“NextPlat Digital”)
is currently in the design and development phase and will enable the use of a range of digital assets, such as non-fungible tokens (“NFTs”),
in e-commerce and in community-building activities.
Recent
Investments in Progressive Care Inc.
Since
September 2022, with a view to enhancing our product and services offerings, we invested in, and have determined to use our interests
to exert control over, Progressive Care Inc. (OTCQB: RXMD) (“Progressive”), a Florida health services organization and
provider of Third-Party Administration (TPA), data management, COVID-19 related diagnostics and vaccinations, 340B contracted pharmacy
services, prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications,
medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management.
Our Executive Chairman and Chief Executive Officer, Charles Fernandez, is the Chairman and Chief Executive Officer of Progressive and
our Board member, Mr. Rodney Barreto, is the Vice Chairman of Progressive’s board of directors. Our holdings in Progressive include
preferred stock, common stock, warrants and convertible debt, and we currently account for it on the equity method.
Online
Storefronts and E-Commerce Platforms
We
operate two e-commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which targets
customers in North and South America, and GTC which targets customers in the UK, the EU, the Middle East, Asia and the rest of the world.
These websites produce sales and attract enquiries from customers and potential customers from all around the world. Over the long term,
we plan to develop additional country-specific websites to target customers in South America, Asia and Europe where we anticipate there
will be substantial further demand for our products.
In
addition to our two main e-commerce websites, we make portable satellite voice, data and tracking solutions easier to find and buy online
through our various third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. We currently operate 25 storefronts across
various countries in 5 continents. We have invested in personnel to translate our listings correctly in the different countries we are
represented in and intend to regularly improve and increase our listings on all e-commerce sites. We currently have more than 9,000 product
listings on all third-party sites and invest significantly in inventory to hold at Amazon’s various fulfillment centers around
the world to ensure that orders are shipped to customers as quickly as possible. The products include handheld satellite phones, personal
and asset tracking devices, portable high-speed broadband terminals, and satellite Wi-Fi hotspots. Our Amazon Marketplaces represented
approximately 57.2% and 45.9% of the Company’s revenues during the three months ended March 31, 2023 and 2022, respectively. For
the years ended December 31, 2022 and 2021, Amazon online marketplaces represented approximately 54.3% and 63.6% of total sales, respectively.
We anticipate that these marketplaces will continue to represent a significant portion of our sales for the foreseeable future. Our e-commerce
storefronts enable us to attract a significantly diversified level of sales from all over the world, ensuring we are not overly reliant
on any single market or sector for our sales revenue. Furthermore, many products we sell require subscription-based services which allow
us to increase our recurring revenue airtime sales.
Communications
Services
Through
our Global Telesat Communications Ltd and Orbital Satcom Corp business units, we provide Mobile Satellite Services (“MSS”)
solutions to fulfill the growing global demand for satellite-enabled voice, data, personnel and asset tracking, Machine-to-Machine (M2M)
and Internet of Things (IoT) connectivity services. We provide these solutions for businesses, governments, military, humanitarian organizations,
and individual users, enabling them to communicate, connect to the internet, track and monitor remote assets and lone workers, or request
SOS assistance via satellite from almost anywhere in the world, even in the most remote and hostile of environments.
We
provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations
and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including remote
land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example due to political
conflicts and natural or man-made disasters.
We
have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the Globalstar
Low Earth Orbit satellite network. We own unique network infrastructure devices, known as appliqués, which are located in various
Globalstar ground stations around the world and provide the signal receipt and processing technology that enables and powers the Globalstar
simplex data service. Our ownership of these appliqués provides us with competitive access to the global simplex data service
which addresses the market demand for a small and cost-effective solution for sending data, such as geographic coordinates, from assets
or individuals in remote locations to a central monitoring station and is used in numerous applications such as tracking vehicles, asset
shipments, livestock, and monitoring unattended remote assets. In addition, we also provide tracking and monitoring solutions using Automatic
Identification System (AIS), 2G-5G, Push-to-Talk and two-way radio technology.
We
generate revenue from both the provision of services and the sale of equipment. Higher margin recurring service revenue from the sale
of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue, and
we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans.
We
provide our products and services directly to end users and reseller networks located both in the United States and internationally through
our subsidiaries, U.S. based Orbital Satcom Corp (“Orbital Satcom”) and U.K. based Global Telesat Communications Limited
(“GTC”). We have a physical presence in the United States and the United Kingdom, as well as an ecommerce storefront presence
in 16 countries across 5 continents. We have a diverse geographical customer base having provided solutions to more than 50,000 customers
located in more than 165 countries across most every continent in the world.
MSS
Products
Our
MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other local
infrastructure. As a result, our MSS solutions are suitable for recreational travelers and adventurers, government and military users,
and corporations and individuals wishing to communicate or connect to the internet from remote locations, or in the event of an emergency
such as a power outage, following a hurricane or other natural disaster during which regular cell phone, telephone and internet service
may not be available.
Our
satellite communications products enable users to make voice calls, send and receive text messages and emails, and transmit GPS location
coordinates from virtually anywhere on the planet, no matter how remote the location and regardless of the availability of local communication
infrastructure. Our range of satellite data products allow users around the world to connect to the internet, stream live video, and
communicate via voice and data applications.
We
are a provider of GPS enabled emergency locator distress beacons that can save lives, on land and at sea. Our distress beacons enable
essential communication between our customers and search and rescue organizations during emergency situations and pinpoint locational
information to Search and Rescue services, essential during an emergency.
We
provide a wide range of satellite tracking devices used to monitor the location, movements, and history of almost anything that moves.
We specialize in offering satellite tracking services through the Globalstar satellite network and have supplied tens of thousands of
tracking devices which are used around the world to locate lone workers, track shipping containers, livestock, vehicles, and vessels
along with many other types of assets.
The
first product launched by the Company, SolarTrack, is a compact, lightweight, IoT tracking device powered by the sun and operating on
one of the most modern satellite networks in the world. It is designed for tracking and monitoring anything that moves, or any remote
asset used outdoors, almost anywhere in the world and we anticipate strong demand from customers looking for a low cost, low maintenance
tracking device to monitor remote assets.
Mapping
and Tracking Portal
Our
advanced subscription-based mapping and tracking portal, GTCTrack, is available for use by registered customers who pay a monthly fee
to access it. This mapping portal provides a universal and hardware-agnostic, cloud-based data visualization and management platform
that allows managers to track, command, and control assets in near-real-time. Asset location reports including position, speed, altitude,
heading and past location and movement history reports for a wide range of tracking devices and other products sold by us are available
through GTCTrack.
Our
History of Losses
We
have incurred significant net losses since our inception. For the years ended December 31, 2022, 2021, and 2020, we have incurred net
losses of approximately $9.2 million, $8.1 million, and $2.8 million, respectively. As of December 31, 2022, we had an accumulated
deficit of approximately $31.1 million. We expect to incur significant sales and marketing expenses prior to recording sufficient revenue
from our operations to offset these expenses. In the United States, we expect to incur additional losses as a result of the costs associated
with operating as a public company.
Risks
Associated With Our Company
Any
investment in the shares is speculative and involves a high degree of risk. Investing in our securities involves a high degree of risk.
See “Risk Factors” beginning on page 6 of this prospectus and the other information included and incorporated by reference
in this prospectus for a discussion of factors you should carefully consider before investing in our shares. If any of these risks actually
occurs, our business, financial condition, results of operations, cash flows and prospects would likely be materially and adversely affected.
As a result, the trading price of our Common Stock would likely decline, and you could lose all or part of your investment. Listed below
is a summary of some of the principal risks related to our business:
Recent
Developments
April
2023 Private Placement
On
April 5, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with the Selling Stockholder for
the sale by the Company in a private placement of 3,428,571 shares of the Company’s common stock (the “Private Placement”).
The offering price of the Common Stock was $1.75 per share, the closing price of the Common Stock on April 4, 2023.
The
closing of the offering occurred on April 11, 2023. The Company received gross proceeds of $6.0 million for the shares of Common Stock.
The Company intends to use the proceeds from the offering for working capital, including supporting the Company’s newly launched
E-Commerce Development Program which is designed to assist Florida-based businesses to access international markets in Asia.
The
shares of Common Stock offered and sold in the Private Placement were sold in reliance on the exemption from registration provided 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.
May
2023 Investment in Progressive Care
On
May 5, 2023, we entered into a Securities Purchase Agreement (the “SPA”) with Progressive Care pursuant to which we 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, we closed the transactions contemplated in the SPA.
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.
At
the same time, we entered into a First Amendment (the “Amendment”) to that certain Securities Purchase Agreement dated November
16, 2022 (the “Debenture Purchase Agreement”) with Progressive Care. Under the Debenture Purchase Agreement, Progressive
Care agreed to issue, and we 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,
we 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.
Company
Information
Our
principal executive offices are located at 3250 Mary Street, Suite 410, Coconut Grove, Florida, 33133. Our telephone number is (305)
560-5355. The Company’s website address is http://www.nextplat.com. Information contained in, or accessible through, our
website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references
only.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before investing in our securities, you should consider carefully the risks and uncertainties
discussed under “Risk Factors” in our latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q and
current reports on Form 8-K, which are incorporated by reference herein in their entirety. You should carefully consider each of the
following risks, together with all other information set forth in this prospectus, including the financial statements and the related
notes, before making a decision to buy our securities. If any of the following risks actually occurs, our business could be harmed. In
that case, the trading price of our securities could decline, and you may lose all or part of your investment.
Risks
Related to Our Securities
You
may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock
or other securities that are convertible into or exercisable for our common or preferred stock.
We
are authorized to issue an aggregate of 50,000,000 shares of common stock and 3,333,333 shares of “blank check” preferred
stock. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership
interests of our present stockholders. We may issue additional shares of our common stock or other securities that are convertible into
or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities
for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may
create downward pressure on the trading price of the common stock.
You
will experience future dilution as a result of future equity offerings.
We
may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.
Although no assurances can be given that we will consummate a financing, in the event we do, or in the event we sell shares of common
stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution will occur.
In addition, investors purchasing shares or other securities in the future could have rights superior to investors in this offering.
We
do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.
Cash
dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable
future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent
a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on your investment
will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell
their shares, nor can we assure that stockholders will not lose the entire amount of their investment.
The
ability of our Board of Directors to issue additional stock may prevent or make more difficult certain transactions, including a sale
or merger of the Company.
Our
Board of Directors is authorized to issue up to 3,333,333 shares of preferred stock with powers, rights and preferences designated by
it. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting
impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of the Company. The ability of the Board of
Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt
by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits
that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer
or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred
stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent officers and directors from office
even if such change were to be favorable to stockholders generally.
Our
common stock and warrants are thinly traded and there can be no assurance that a more active public market will ever develop. Failure
to develop or maintain an active trading market could negatively affect the value of our common stock and make it difficult or impossible
for you to sell your shares.
Our
common stock and warrants are listed on Nasdaq but there can be no assurance that an active trading market will develop for our shares
and warrants. Should we fail to satisfy the Nasdaq continued listing standards, the trading price of our common stock could suffer and
the trading market for our common stock and warrants may be less liquid and our common stock price and warrant price may be subject to
increased volatility, making it difficult or impossible to sell shares of our common stock and warrants.
Provisions
of our Nasdaq listed warrants could discourage an acquisition of us by a third party.
Certain
provisions of our Nasdaq listed warrants could make it more difficult or expensive for a third party to acquire us. The Nasdaq listed
warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things,
the surviving entity assumes our obligations under the warrants. These and other provisions of the Nasdaq listed warrants could prevent
or deter a third party from acquiring us even where the acquisition could be beneficial to you.
There
can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in
a de-listing of our common stock.
The
Nasdaq Capital Market requires that the trading price of its listed stocks remain above one dollar in order for the stock to remain listed.
If a listed stock trades below one dollar for more than 30 consecutive trading days, then it is subject to delisting from Nasdaq. In
addition, to maintain a listing on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards,
including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain
corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which
would have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when
you wish to do so. In the event of a delisting, we would expect to take actions to restore our compliance with the listing requirements,
but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market
price or improve the liquidity of our common stock, prevent our common stock from dropping below the minimum bid price requirement, or
prevent future non-compliance with the listing requirements.
Our
stock price may be volatile.
The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:
| |
● |
changes
in our industry; |
| |
● |
competitive
pricing pressures; |
| |
● |
our
ability to obtain working capital financing; |
| |
● |
additions
or departures of key personnel; |
| |
● |
conversions
from preferred stock to common stock; |
| |
● |
sales
of our common and preferred stock; |
| |
● |
our
ability to execute our business plan; |
| |
● |
operating
results that fall below expectations; |
| |
● |
loss
of any strategic relationship; |
| |
● |
regulatory
developments; and |
| |
● |
economic
and other external factors. |
In
addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our common stock.
Offers
or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If
our stockholders sell substantial amounts of our common stock in the public market, including upon the expiration of any statutory holding
period under Rule 144, or issued upon the conversion of preferred stock or exercise of warrants, it could create a circumstance commonly
referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence
of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing
through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
Some
of the information in this prospectus, any prospectus supplement, and the documents we incorporate by reference contains forward-looking
statements within the meaning of the federal securities laws. You should not rely on forward-looking statements in this prospectus, any
prospectus supplement, or the documents we incorporate by reference. Forward-looking statements typically are identified by use of terms
such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,”
“may,” “will,” “should,” “estimate,” “predict,” “potential,”
“continue,” and similar words, although some forward-looking statements are expressed differently. This prospectus, any prospectus
supplement, and the documents we incorporate by reference may also contain forward-looking statements attributed to third parties relating
to their estimates regarding the growth of our markets. All forward-looking statements address matters that involve risks and uncertainties,
and there are many important risks, uncertainties and other factors that could cause our actual results, as well as those of the markets
we serve, levels of activity, performance, achievements and prospects to differ materially from the forward-looking statements contained
in this prospectus, any prospectus supplement, and the documents we incorporate by reference. You should also consider carefully the
statements under “Risk Factors” and other sections of this prospectus, any prospectus supplement, and the documents we incorporate
by reference, which address additional facts that could cause our actual results to differ from those set forth in the forward-looking
statements. We caution investors not to place significant reliance on the forward-looking statements contained in this prospectus, any
prospectus supplement, and the documents we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking
statements, whether as a result of new information, future developments or otherwise.
CAPITALIZATION
The
following table sets forth our capitalization as of March 31, 2023. Because we will not be receiving any proceeds pursuant to
the sale of any shares by the Selling Stockholders, our capitalization table is not adjusted to reflect such sales. You should read the
following table in conjunction with our financial statements, which are incorporated by reference into this prospectus.
| | |
As
of | |
| Capitalization | |
March
31, 2023 | |
| Common
Stock Issued, $0.0001 par value | |
$ | 1,444 | |
| Additional
Paid-In Capital | |
| 57,023,736 | |
| Statutory
Reserves | |
| | |
| Accumulated
deficit | |
| (32,334,034 | ) |
| | |
| | |
| Accumulated
Other Comprehensive Loss | |
| (63,702 | ) |
| | |
| | |
| Total: | |
$ | 24,627,444 | |
USE
OF PROCEEDS
All
shares of our common stock offered by this prospectus are being registered for the accounts of the Selling Stockholders, and we will
not receive any proceeds from the sale of these shares.
SELLING
STOCKHOLDERS
The
Common Stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders. For additional information
regarding the issuances of those shares of Common Stock, see “April 2023 Private Placement” above. We are registering
the shares of Common Stock in order to permit the Selling Stockholder to offer the shares for resale from time to time.
The
table below lists the Selling Stockholder and other information regarding the beneficial ownership of the shares of Common Stock by the
Selling Stockholder. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholder as of
June 7, 2023.
The
third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholder.
In
accordance with the terms of the Purchase Agreement with the Selling Stockholder, this prospectus generally covers the resale of the
shares of common stock issued to the Selling Stockholders in the Private Placement described above. The fourth and fifth columns
assume the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.
The
Selling Stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
| Name
of Selling Stockholder(1) | |
Number
of shares of Common Stock Owned Prior to this Offering(2) | | |
Maximum
Number of shares of Common Stock to be Sold Pursuant to this Prospectus(3) | | |
Number
of shares of Common Stock Owned After Offering(4) | | |
Percentage
of shares of Common Stock Owned After Offering(4) | |
| Frost
Gamma Investments Trust | |
| 3,428,571 | | |
| 3,428,571 | | |
| 3,428,571 | | |
| 0 | % |
(1)
The information in this table and the related notes is based upon information supplied by the Selling Stockholder.
(2)
Represents the total number of shares of our Common Stock issued or issuable to each Selling Stockholder as of the date of this prospectus,
including (i) all of the shares offered hereby, and (ii) to our knowledge, all other securities held by each of the Selling Stockholders,
exercisable within 60 days, as of the date hereof.
(3)
Assumes that none of the shares of Common Stock offered hereby have been sold or otherwise transferred prior to the date of this prospectus
in transactions exempt from the registration requirements of the Securities Act.
(4)
Assumes that, after the date of this prospectus and prior to completion of this offering, none of the Selling Stockholders (i) acquires
additional shares of our common stock or other securities or (ii) sells or otherwise disposes of shares of our common stock or other
securities held by such Selling Stockholders as of the date hereof and not offered hereby.
PLAN
OF DISTRIBUTION
Each
Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on
which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may
use any one or more of the following methods when selling securities:
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
| |
|
|
| |
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
● |
privately
negotiated transactions; |
| |
|
|
| |
● |
settlement
of short sales; |
| |
|
|
| |
● |
in
transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
price per security; |
| |
|
|
| |
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
|
| |
● |
a
combination of any such methods of sale; or |
| |
|
|
| |
● |
any
other method permitted pursuant to applicable law. |
The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.
In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby will be passed upon for us by ArentFox Schiff LLP, Washington, DC.
EXPERTS
The
audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated
by reference in reliance upon the report of RBSM LLP, independent registered public accountants, upon the authority of said firm as experts
in accounting and auditing.
PROSPECTUS
3,428,571
shares of Common Stock
NextPlat
Corp
PROSPECTUS
,
2023
You
should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information
that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the
date of this prospectus, regardless of the time of the delivery of this prospectus or the sale of these securities.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
EXPENSES
| Item
14. |
Other
Expenses of Issuance and Distribution. |
We
estimate the fees and expenses to be incurred by us in connection with the resale of the shares in this offering, other than underwriting
discounts and commissions, to be as follows:
| SEC
registration fee |
|
$ |
979 |
|
| Legal
fees and expenses |
|
$ |
5,000 |
|
| Accounting
fees and expenses |
|
$ |
35,000 |
|
| Miscellaneous
expenses |
|
$ |
1,000 |
|
| |
|
|
|
|
| Total |
|
$ |
41,979 |
All
amounts are estimated except the SEC registration fee.
| Item
15. |
Indemnification
of Directors and Officers |
Neither
our Amended and Restated Articles of Incorporation (as amended) nor our Amended and Restated Bylaws prevent us from indemnifying our
officers, directors and agents to the extent permitted under the Nevada Revised Statutes. NRS Section 78.7502, provides that a corporation
may indemnify any director, officer, employee or agent of a corporation against expenses, including fees, actually and reasonably incurred
by him in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of
any claim, issue or matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in
the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good
faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and fees actually and reasonably incurred by him in connection with the defense or settlement of
the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable
to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court
as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Our
Amended and Restated Articles of Incorporation (as amended) provides that we will indemnify our directors, officers, employees and agents
to the extent and in the manner permitted by the provisions of the NRS, as amended from time to time, subject to any permissible expansion
or limitation of such indemnification, as may be set forth in any stockholders’ or directors’ resolution or by contract.
Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any
limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification. We are also permitted
to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether
or not the NRS would permit indemnification.
Our
Amended and Restated Bylaws provide that a director or officer of the Company shall have no personal liability to the Company or its
stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting
from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends
in violation of section 78.3900 of the NRS as it may from time to time be amended or any successor provision thereto.
*
Filed herewith.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “SEC”), pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in Coconut Grove, State of Florida, on June 21, 2023.
| |
NEXTPLAT
CORP |
| |
|
|
| |
By:
|
/s/
Charles M. Fernandez |
| |
Name:
|
Charles
M. Fernandez |
| |
Title:
|
Chief
Executive Officer and Executive Chairman of the Board |
KNOW
ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Cecile Munnik and Robert
Bedwell his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933 and to
file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each of said attorney-in-fact or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Charles M. Fernandez |
|
Chief
Executive Officer and Executive |
|
June
21, 2023 |
| Charles
M. Fernandez |
|
Chairman
of the Board (Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Douglas S. Ellenoff |
|
Vice
Chairman and Chief Business |
|
June
21, 2023 |
| Douglas
S. Ellenoff |
|
Development
Strategist |
|
|
| |
|
|
|
|
| /s/
Cecile Munnik |
|
Chief
Financial Officer |
|
June
21, 2023 |
| Cecile
Munnik |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
David Phipps |
|
Director
and President of NextPlat, Chief |
|
June
21, 2023 |
| David
Phipps |
|
Executive
Officer of Global Operations |
|
|
| |
|
|
|
|
| /s/
Paul R. Thomson |
|
Senior
Vice President of Mergers, Acquisitions |
|
June
21, 2023 |
| Paul
R. Thomson |
|
and
Special Projects |
|
|
| |
|
|
|
|
| /s/
Robert Bedwell |
|
Chief
Compliance Officer |
|
June
21, 2023 |
| Robert
Bedwell |
|
|
|
|
| |
|
|
|
|
| /s/
Hector Delgado |
|
Director |
|
June
21, 2023 |
| Hector
Delgado |
|
|
|
|
| |
|
|
|
|
| /s/
John Miller |
|
Director |
|
June
21, 2023 |
| John
Miller |
|
|
|
|
| |
|
|
|
|
| /s/
Kendall Carpenter |
|
Director |
|
June
21, 2023 |
| Kendall
Carpenter |
|
|
|
|
| |
|
|
|
|
| /s/
Louis Cusimano |
|
Director |
|
June
21, 2023 |
| Louis
Cusimano |
|
|
|
|
| |
|
|
|
|
| /s/
Rodney Barreto |
|
Director |
|
June
21, 2023 |
| Rodney
Barreto |
|
|
|
|
| |
|
|
|
|
| /s/
Maria Cristina Fernandez |
|
Director |
|
June
21, 2023 |
| Maria
Cristina Fernandez |
|
|
|
|
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