Announcement • Oct 02

+ 1 more update

NextPlat Corp (NasdaqCM:NXPL) completed the acquisition of 58% stake in Progressive Care, Inc. (OTCPK:RXMD) from Charles M. Fernandez, Rodney Barreto and others.

NextPlat Corp (NasdaqCM:NXPL) agreed to acquire 58% stake in Progressive Care, Inc. (OTCPK:RXMD) from Charles M. Fernandez, Rodney Barreto and others for $8 million on April 12, 2024. The following shall occur at the Effective Time: (a) each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into the number of shares of Parent’s common stock, par value $0.0001 per share (the “ Parent Common Stock ”) as determined by the quotient obtained by dividing (i) $2.20, or the “ Company Per Share Value ”, by (ii) $1.48, or the “ Parent Per Share Value ” (which consideration shall be referred to as the “ Per Share Merger Consideration ”); (b) each share of Capital Stock held in the treasury of the Company shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) each Company Option that is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted into an option to purchase shares of Parent Common Stock; (d) each Company Warrant that remains outstanding and unexercised immediately prior to the Effective Time shall automatically be converted into a warrant to purchase shares of Parent Common Stock; and (e) each Company RSU that is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted into a restricted stock unit in respect of shares of Parent Common Stock. The transaction is subject to subject to regulatory and stockholder approvals, and other customary closing conditions. The Closing is subject to certain conditions, including, among other things, (i) approval by the shareholders of the Company of the Merger, (ii) approval by the shareholders of Parent of the Merger, (iii) the Registration Statement being declared effective under the Securities Act, (iv) the Company’s delivery of officer’s certificate, and (v) Parent’s delivery of officer’s certificate, as well as all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated. The transaction has been unanimously approved by the Board of Directors of both NextPlat and Progressive Care. Shareholders of Progressive Care approved the transaction on special meeting held on September 13, 2024. The transaction is expected to close in the third quarter of 2024. As of September 16, 2024, the transaction is expected to close on October 1, 2024. Ralph V. De Martino of ArentFox Schiff LLP served as the legal advisor to NextPlat and Scott Linskyof Lucosky Brookman LLP served as legal advisor to Progressive Care. Equity Stock Transfer acted as transfer agent to NextPlat. ClearTrust, LLC acted as transfer agent to Progressive Care. NextPlat Corp (NasdaqCM:NXPL) completed the acquisition of 58% stake in Progressive Care, Inc. (OTCPK:RXMD) from Charles M. Fernandez, Rodney Barreto and others on October 1, 2024.

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NextPlat Corp (NasdaqCM:NXPL) completed the acquisition of 58% stake in Progressive Care, Inc. (OTCPK:RXMD) from Charles M. Fernandez, Rodney Barreto and others.

NextPlat Corp (NasdaqCM:NXPL) agreed to acquire remaining minority stake in Progressive Care, Inc. (OTCPK:RXMD) from Charles M. Fernandez, Rodney Barreto and others.

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