Explanatory Note

This registration statement contains two forms of the joint proxy statement/prospectus delivered separately to stockholders of NextPlat Corp (“NextPlat”) in connection with annual meeting of NextPlat’s stockholders and Progressive Care Inc. (“Progressive Care”) in connection with a special meeting of Progressive Care’s stockholders. The joint proxy statement/prospectus to be delivered to NextPlat stockholders in connection with the NextPlat-Progressive Care merger described in this document will contain a letter to NextPlat’s stockholders and a notice of the NextPlat annual meeting, as well as a separate table of contents and a separate section at the end of the joint proxy statement/prospectus containing information on proposals for purposes of complying with Nasdaq Listing Rule 5635(a), the election of NextPlat directors, the ratification of the selection of an independent registered public accounting firm, the approval, on an advisory basis, of the compensation of NextPlat’s named executive officers as disclosed in the proxy statement, and the adjournment of the NextPlat annual meeting if necessary to allow for the solicitation of additional proxies. Similarly, the joint proxy statement/prospectus to be delivered to Progressive Care Security Holders in connection with the merger will contain a letter to Progressive Care stockholders and a notice of the Progressive Care special meeting, as well as a separate table of contents and a separate section at the end of the joint proxy statement/prospectus.

The information in this joint proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS SUBJECT TO
COMPLETION, DATED AUGUST 2, 2024

NEXTPLAT CORP

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of NextPlat Corp:

You are cordially invited to attend the annual meeting of the stockholders (the “Annual Meeting”) of NextPlat Corp (“NextPlat”), which will be held at 11:00 a.m., Eastern time, on September 13, 2024. The Board of Directors has determined to convene and conduct the Annual Meeting in a virtual meeting format at www.virtualshareholdermeeting.com/NXPL2024. Stockholders will NOT be able to attend the Annual Meeting in person. The accompanying joint proxy statement/prospectus includes instructions on how to access the virtual Annual Meeting and how to listen, vote, and submit questions from home or any remote location with internet connectivity.

Holders of our common stock, par value $0.0001 per share (the “Common Stock”) will be asked to approve, among other things, the Merger Agreement and Plan of Reorganization, dated as of April 12, 2024 (the “Merger Agreement”), by and among NextPlat, Progressive Care LLC, a newly formed Nevada limited liability company and wholly-owned subsidiary of NextPlat (“Merger Sub”), and Progressive Care Inc, a Delaware corporation (“Progressive Care”), and the other related proposals. Since July 1, 2023, NextPlat has controlled more than 50% of the voting interests in Progressive Care and Progressive Care has been a consolidated subsidiary of NextPlat.

Upon the closing (the “Closing”) of the transactions contemplated in the Merger Agreement, Progressive Care will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of NextPlat. The transactions contemplated under the Merger Agreement relating to the Business Combination are referred to in this joint proxy statement/prospectus as the “Business Combination.”

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, approximately 6,833,754 shares of Common Stock will be issued to Progressive Care shareholders (excluding NextPlat).

We anticipate that upon completion of the Business Combination, NextPlat’s stockholders will retain an ownership interest of approximately 73.5% of our issued and outstanding Common Stock, and the Progressive Care Securityholders will own approximately 26.5% of our issued and outstanding Common Stock. The ownership percentages with respect to NextPlat following the Business Combination do not take into account the issuance of any additional shares of our Common Stock underlying any warrants, options or other securities convertible into our Common Stock, including those convertible securities that we will issue in the Business Combination to holders of warrants, options or other securities convertible into shares of Progressive Care Capital Stock. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the NextPlat stockholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying joint proxy statement/prospectus.

On July 29, 2024, the record date for the Annual Meeting of stockholders, the last sale price of the Common Stock was $1.20.

Each stockholder’s vote is very important. Whether or not you plan to participate in the virtual Annual Meeting, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Annual Meeting if such stockholder subsequently chooses to participate in the Annual Meeting.

We encourage you to read the accompanying joint proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 30 of the accompanying joint proxy statement/prospectus.

NextPlat’s board of directors recommends that NextPlat stockholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [●], 2024, and is first being mailed to stockholders of NextPlat on or about August 6, 2024.

NEXTPLAT CORP
3250 Mary Street, Suite 410
Coconut Grove, FL 33133
(305) 560-5355
 

NOTICE OF ANNUAL MEETING OF
NEXTPLAT CORP STOCKHOLDERS
To Be Held on September 13, 2024

To NextPlat Corp Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a meeting of the stockholders of NextPlat Corp (the “Company,” “NextPlat,” “we,” “our,” or “us”), which will be held at 11:00 a.m., Eastern time, on September 13, 2024 (the “Annual Meeting”). We will hold the Annual Meeting virtually via live webcast at www.virtualshareholdermeeting.com/NXPL2024, where you will be able to listen to the Annual Meeting live, submit questions, and vote. Additional information about how you can participate in the virtual Annual Meeting is described in the section of the accompanying joint proxy statement/prospectus entitled “The Annual Meeting.”

During the Annual Meeting, NextPlat’s stockholders will be asked to consider and vote upon the following proposals:

The Merger Agreement provides that approval of the Business Combination Proposal and the Nasdaq Proposal (the “Condition Precedent Proposals”) is a condition to each of the parties’ obligation to consummate the Business Combination. As such, if any of the Condition Precedent Proposals is not approved, the Business Combination cannot be consummated unless the condition is waived, to the extent legally permissible. As such, the approval of each of the Condition Precedent Proposals is conditioned on the approval (or waiver) of the other Condition Precedent Proposals. It is important for you to note that, in the event that our stockholders do not approve the Business Combination Proposal, NextPlat will not consummate the Business Combination.

Approval of the Business Combination Proposal, the Nasdaq Proposal, and the NextPlat Adjournment Proposal will each require the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock present by virtual attendance or represented by proxy and entitled to vote at the Annual Meeting or any adjournment thereof.

As of July 29, 2024, there were 18,973,146 shares of our common stock issued and outstanding and entitled to vote. Only NextPlat stockholders who hold common stock of record as of the close of business on July 29, 2024 are entitled to vote at the Annual Meeting or any adjournment of the Annual Meeting. This joint proxy statement/prospectus is first being mailed to NextPlat stockholders on or about August 6, 2024.

Investing in NextPlat’s securities involves a high degree of risk. See “Risk Factors” beginning on page 30 of the accompanying joint proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in NextPlat’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Annual Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Annual Meeting no later than the time appointed for the Annual Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares of Common Stock online if you subsequently choose to participate in the virtual Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. Only stockholders of record at the close of business on the record date may vote at the Annual Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or submit your proxy by telephone or the internet, or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Annual Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Annual Meeting.

You may revoke a proxy at any time before it is voted at the Annual Meeting. See "The NextPlat Annual Meeting - Revoking Your Proxy" in the accompanying joint proxy statement/prospectus for instructions on how to revoke your proxy. 

NextPlat’s board of directors recommends that NextPlat stockholders vote “FOR” approval of each of the proposals. When you consider NextPlat’s Board of Directors’ recommendation of these proposals, you should keep in mind that NextPlat’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “The Business Combination Proposal - Interests of Certain Persons in the Business Combination.”

On behalf of the NextPlat Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

The information in this joint proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS SUBJECT TO
COMPLETION, DATED AUGUST 2, 2024

PROGRESSIVE CARE INCORPORATED

PROPOSED MERGER

To the Stockholders of Progressive Care Inc.:

You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of Progressive Care Inc. (“Progressive Care”), which will be held at 10:00 a.m., Eastern time, on September 13, 2024. The Board of Directors has determined to convene and conduct the Special Meeting in a virtual meeting format at https://www.virtualshareholdermeeting.com/RXMD2024SM. Stockholders will NOT be able to attend the Special Meeting in person. The accompanying joint proxy statement/prospectus includes instructions on how to access the virtual Special Meeting and how to listen, vote, and submit questions from home or any remote location with internet connectivity.

Holders of our Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), and holders of our common stock, par value $0.0001 per share (the “Progressive Care Common Stock”), voting together as a single class will be asked to approve the Merger Agreement and Plan of Reorganization, dated as of April 12, 2024 (the “Merger Agreement”), by and among NextPlat Corp, a Nevada corporation (“NextPlat”), Progressive Care LLC, a newly formed Nevada limited liability company and wholly-owned subsidiary of NextPlat (“Merger Sub”), and Progressive Care, and the transactions contemplated thereby. As NextPlat and certain affiliates of Progressive Care and NextPlat currently own an aggregate of approximately 53% of the voting power of Progressive Care’s outstanding capital stock, including all of the outstanding shares of the Series B Preferred Stock, such approval is, as a practical matter, assured.

Upon the closing (the “Closing”) of the transactions contemplated in the Merger Agreement, Progressive Care will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of NextPlat. The transactions contemplated under the Merger Agreement are referred to herein as the “Business Combination.”

As a result of and upon the Closing, pursuant to the terms of the Merger Agreement, approximately 6,833,754 shares of NextPlat’s common stock, par value $0.0001 per share (“NextPlat Common Stock”), will be issued to Progressive Care’s stockholders.

We anticipate that upon completion of the Business Combination, Progressive Care’s stockholders will own approximately 26.5% of the issued and outstanding NextPlat Common Stock. The ownership percentages with respect to NextPlat following the Business Combination do not take into account the issuance of any additional shares of NextPlat Common Stock underlying any warrants, options or other securities convertible into NextPlat Common Stock, including those convertible securities that we will issue in the Business Combination to holders of warrants, options or other securities convertible into shares of Progressive Care Capital Stock. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership to be obtained by Progressive Care Securityholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying joint proxy statement/prospectus.

On July 29, 2024, the record date for the Special Meeting, the last sale price of a share of Progressive Care Common Stock was $1.95.

Whether or not you plan to participate in the virtual Special Meeting, we ask that you please submit your proxy without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting virtually at the Special Meeting if such stockholder subsequently chooses to participate in the Special Meeting.

We encourage you to read the accompanying joint proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 30 of the accompanying joint proxy statement/prospectus.

Progressive Care’s board of directors recommends that Progressive Care’s stockholders vote “FOR” approval of the Merger Agreement and the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This letter and the accompanying Notice of Special Meeting and joint proxy statement/prospectus is dated [●], 2024, and is first being mailed to stockholders of Progressive Care on or about August 6, 2024.

Progressive Care Inc.
400 Ansin Blvd., Suite A

Hallandale Beach, FL 33009
(305) 760-2053
 

NOTICE OF SPECIAL MEETING OF
PROGRESSIVE CARE STOCKHOLDERS
To Be Held on September 13, 2024

To Progressive Care Inc. Stockholders:

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend a special meeting of the stockholders of Progressive Care Inc. (“Progressive Care,” “we,” “our,” or “us”), which will be held at 10:00 a.m., Eastern time, on September 13, 2024 (the “Special Meeting”). We will hold the Special Meeting virtually via live webcast at https://www.virtualshareholdermeeting.com/RXMD2024SM, where you will be able to listen to the Special Meeting live, submit questions, and vote. Additional information about how you can participate in the virtual Special Meeting is described in the section of the accompanying joint proxy statement/prospectus entitled “The Special Meeting.”

During the Special Meeting, Progressive Care’s stockholders will be asked to consider and vote upon a proposal to approve and adopt the Merger Agreement and Plan of Reorganization, dated as of April 12, 2024 (the “Merger Agreement”), by and among NextPlat Corp, a Nevada corporation (“NextPlat”), Progressive Care LLC, a Nevada limited liability company and wholly-owned subsidiary of NextPlat (“Merger Sub”), and Progressive Care, a copy of which is attached to the accompanying joint proxy statement/prospectus as Annex A, and the transactions contemplated thereby (the “Business Combination”). Pursuant to the Merger Agreement, under the terms and subject to the conditions set forth therein, Progressive Care will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of NextPlat. Immediately prior to the effective time of the merger, each share of Progressive Care preferred stock that is issued and outstanding will be automatically converted into shares of Progressive Care common stock in accordance with its terms (currently, into 500 shares of common stock), and at the effective time each share of Progressive Care common stock that issued and outstanding will be automatically converted into 1.4865 shares of NextPlat common stock. This proposal is referred to as the “Business Combination Proposal.”

Approval of the Business Combination Proposal will require the affirmative vote of holders of a majority of the voting power of the shares of Progressive Care common stock and Progressive Care Series B preferred stock issued and outstanding on the record date for the Special Meeting, voting as a single class.

As of July 29, 2024, there were 6,300,731 shares of Progressive Care common stock and 3,000 shares of Progressive Care Series B preferred stock, each of which has voting rights equal to 500 shares of common stock, issued and outstanding and entitled to vote. Only Progressive Care stockholders who hold common stock or Series B preferred stock of record as of the close of business on July 29, 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting.

As of the record date for the Special Meeting, 27.0% of the outstanding shares of Progressive Care common stock and all of the outstanding shares of Progressive Care Series B preferred stock, representing 41.1% of the voting power of the outstanding shares of common stock and Series B preferred stock, were owned by NextPlat, and an additional aggregate 11.7% of the outstanding shares of Progressive Care common stock were held by Charles M. Fernandez, Chief Executive Officer and Executive Chairman of NextPlat and Chief Executive Officer and Chairman of the Board of Progressive Care, and Rodney Barreto, a director of NextPlat and Progressive Care, or by entities that they own. As a result, approval of the Business Combination Proposal at the Special Meeting is, as a practical matter, assured.

Whether or not you plan to participate in the virtual Special Meeting, please complete, date, sign and return the enclosed proxy card, or submit your proxy through the internet or by telephone as instructed on the enclosed proxy card, as promptly as possible in order to ensure your representation at the Special Meeting. Voting by proxy will not prevent you from voting your shares of common stock online at the Special Meeting if you subsequently choose to participate in the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder. Only stockholders of record at the close of business on the record date may vote at the Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or submit your proxy by telephone or the internet, or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Special Meeting, your shares will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at, or the number of votes cast at, the Special Meeting.

You may revoke a proxy at any time before it is voted at the Special Meeting. See "The Progressive Care Special Meeting - Revoking Your Proxy" in the accompanying joint proxy statement/prospectus for instructions on how to revoke your proxy.

Progressive Care’s board of directors recommends that Progressive Care’s stockholders vote “FOR” approval of the Business Combination Proposal. When you consider Progressive Care’s Board of Directors’ recommendation of this proposal, you should keep in mind that Progressive Care’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section of the accompanying joint proxy statement/prospectus titled “The Business Combination Proposal - Interests of Progressive Care’s Directors and Officers in the Business Combination.”

On behalf of the Progressive Care Board of Directors, I thank you for your support and we look forward to the successful consummation of the Business Combination.

IF YOU SUBMIT YOUR PROXY WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL.

TABLE OF CONTENTS

TABLE OF CONTENTS – NEXTPLAT ALTERNATIVE PAGES

TABLE OF CONTENTS – PROGRESSIVE CARE ALTERNATIVE PAGES

FREQUENTLY USED TERMS

Unless otherwise stated in this joint proxy statement/prospectus, the terms, “we,” “us,” “our” or “NextPlat” refer to NextPlat Corp, a Nevada corporation. Further, in this document:

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by NextPlat Corp, constitutes a prospectus of NextPlat under the Securities Act with respect to the shares of NextPlat Common Stock to be issued to the Progressive Care Securityholders pursuant to the Merger Agreement. This document also constitutes a joint proxy statement of NextPlat and Progressive Care under Section 14(a) of the Exchange Act. In addition, this joint proxy statement/prospectus contains a notice of meeting with respect to an annual meeting of the stockholders NextPlat and a special meeting of the holders of Progressive Care Series B Preferred Stock and Progressive Care Common Stock.

You should rely only on the information contained in this joint proxy statement/prospectus in deciding how to vote on the Business Combination. Neither NextPlat nor Progressive Care has authorized anyone to give any information or to make any representations other than those contained in this joint proxy statement/prospectus. Do not rely upon any information or representations made outside of this joint proxy statement/prospectus. The information contained in this joint proxy statement/prospectus may change after the date of this joint proxy statement/prospectus. Do not assume after the date of this joint proxy statement/prospectus that the information contained in this joint proxy statement/prospectus is still correct.

Information contained in this joint proxy statement/prospectus regarding NextPlat and its business, operations, management, and other matters has been provided by NextPlat, and information contained in this joint proxy statement/prospectus regarding Progressive Care and its business, operations, management, and other matters has been provided by Progressive Care.

This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

Certain information contained in this document relates to or is based on studies, publications, surveys, and other data obtained from third-party sources and NextPlat’s and Progressive Care’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this joint proxy statement/prospectus, we have not independently verified the market and industry data contained in this joint proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this joint proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SHARE CALCULATIONS AND OWNERSHIP PERCENTAGES

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this joint proxy statement/prospectus statement with respect to NextPlat’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this joint proxy statement/prospectus):

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of NextPlat and/or Progressive Care and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this joint proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Progressive Care” and “Business of Progressive Care.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of NextPlat and Progressive Care as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by NextPlat and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of NextPlat and Progressive Care prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this joint proxy statement/prospectus and attributable to NextPlat, Progressive Care or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus. Except to the extent required by applicable law or regulation, NextPlat and Progressive Care undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED
BUSINESS COMBINATION

The following are answers to some questions that you, as a stockholder of NextPlat or Progressive Care, may have regarding the Business Combination. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Business Combination. Additional important information is also contained in the annexes to this joint proxy statement/prospectus.

The following table sets forth the ownership percentages of the Combined Company upon completion of the Business Combination, including all sources of potential dilution. The ownership percentages reflected in the table are based upon the number of shares of NextPlat Common Stock and Progressive Care Common Stock outstanding as of July 29, 2024 and are subject to the following additional assumptions:

If any of these assumptions are not correct, these share numbers and ownership percentages will be different.

SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire joint proxy statement/prospectus, including the Merger Agreement attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

The Parties to the Business Combination

NextPlat

NextPlat Corp is a global e-commerce and healthcare company. NextPlat’s e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat’s healthcare business, operated through Progressive Care, is focused on improving the lives of patients with complex chronic diseases through a patient and provider engagement and their partnerships with payors, pharmaceutical manufacturers, and distributors, offering a broad range of solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs.

Leveraging the e-commerce experience of our management team and our existing e-commerce platforms, NextPlat 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. Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. NextPlat operates two main e-commerce websites as well as 25 third-party e-commerce storefronts on platforms such as Alibaba, Amazon, OnBuy, and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. We are actively pursuing distribution, marketing and license arrangements and joint ventures with companies that could distribute their products through our e-commerce platform. We may also seek to joint venture with or purchase part or all of businesses that manufacture or distribute products, particularly those that we believe we could market through our e-commerce platform, as well as business that could enhance our e-commerce platform.

Progressive Care

Progressive Care, through its wholly-owned subsidiaries, is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers. Progressive Care provides prescription pharmaceuticals, compounded medications, tele-pharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities, contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program, and health practice risk management. It also offers certain disease testing and vaccinations.

Progressive Care offers services in a variety of languages, including English, Spanish, French, Creole, Portuguese, Ukrainian and Russian.

Progressive Care’s services are designed to provide satisfaction across all medication stakeholders and enhance loyalty and key performance metrics. It offers value-added services at no additional charge including prior authorization assistance, same-day home-medication delivery, on site provider consultation services, primary care reporting and analytics, and customized packaging solutions. The pharmacies accept most major insurance plans and provide access to co-pay assistance programs to income qualified patients, discount and manufacturer coupons, and competitive cash payment options.

Progressive Care enhances patient adherence to complex drug regimens, collect and report data, and ensure effective dispensing of medications to support the needs of patients, providers, and payors. Progressive Care’s patient and provider support services ensure appropriate drug initiation, facilitate patient compliance and adherence, and capture important information regarding safety and effectiveness of the medications that it dispenses.

Progressive Care offers data management and reporting services to support health care organizations. The ClearMetrX offerings include data management and Third-Party Administration (“TPA”) services for 340B covered entities, pharmacy data analytics, and programs to manage HEDIS Quality Measures including Medication Adherence.

It also provides contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program. Under the terms of these agreements, Progressive Care acts as a pass through for third-party payor reimbursements on prescription claims adjudicated on behalf of each 340B covered entity and receive a dispensing fee per prescription.

For its long-term care (“LTC”) customers, Progressive Care provides purchasing, repackaging and dispensing of both prescription and non-prescription pharmaceutical products using a unit-of-dose packaging system as opposed to the traditional vials as this method of distribution is the industry best practice standard. It also provides computerized maintenance of patient prescription histories, third-party billing and consultant pharmacist services.

Merger Sub

Progressive Care LLC is a Nevada limited liability company and a direct wholly owned subsidiary of NextPlat. Merger Sub was formed on April 9, 2024. Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the Business Combination.

The Merger Agreement

On April 12, 2024, NextPlat, Merger Sub, and Progressive Care entered into the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Business Combination, as summarized below.

Pursuant to the terms of the Merger Agreement, a business combination between NextPlat and Progressive Care will be effected through the merger of Progressive Care with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of NextPlat.

Consideration to Be Received in the Business Combination

If the Business Combination is completed, immediately prior to the Effective Time, each share of Progressive Care Series B Convertible Preferred Stock that is issued and outstanding will automatically be converted into 500 shares of Progressive Care Common Stock. Then, at the Effective Time:

The Progressive Care Per Share Value was determined based upon the Steen appraisal. The NextPlat Per Share Value was determined based upon the daily volume weighted average price of the NextPlat Common Stock for the 20-trading day period ended on the day immediately preceding the date of the Merger Agreement.

Any shares of NextPlat Common Stock issuable to NextPlat in respect of its shares of Progressive Care Common Stock will be cancelled immediately upon issuance.

Conditions to Closing

The obligations of NextPlat and Progressive Care to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) the approval of the NextPlat Stockholders, and (iii) the approval of the Progressive Care Stockholders. 

In addition, the obligations of NextPlat to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of Progressive Care being true and correct to the standards applicable to such representations and warranties and each of the covenants of Progressive Care having been performed or complied with in all material respects and (ii) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred. 

The obligations of Progressive Care to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) the representations and warranties of NextPlat being true and correct to the standards applicable to such representations and warranties and each of the covenants of NextPlat having been performed or complied with in all material respects, (ii)  a Listing of Additional Shares Notification Form with respect to the shares of NextPlat Common Stock issuable in connection with the Business Combination having been filed with Nasdaq prior to the Closing Date, and (iii) no Parent Material Adverse Effect (as defined in the Merger Agreement) having occurred.

Termination Rights

The Merger Agreement may be terminated prior to the Effective Time under certain circumstances, including, among others, (i) by mutual written consent of NextPlat and Progressive Care, (ii) by either NextPlat or Progressive Care if the Effective Time has not occurred prior to September 30, 2024, (iii) by either NextPlat or Progressive Care in the event that a governmental authority shall have issued an injunction, order, decree or ruling that has become final and non-appealable and has the effect of permanently restraining or otherwise prohibiting the Business Combination, (iv) by either NextPlat or Progressive Care if the Business Combination Proposal shall fail to receive the requisite vote for approval, (v) by NextPlat upon Progressive Care’s breach of any representation, warranty, agreement or covenant contained in the Merger Agreement, and such breach shall not be cured within 30 days following receipt by Progressive Care of written notice of such breach, or (vi) by Progressive Care upon NextPlat’s breach of any representation, warranty, agreement or covenant contained in the Merger Agreement, and such breach shall not be cured within 30 days following receipt by NextPlat of written notice of such breach.

Lock-Up Agreements

Progressive Care’s officers and directors and certain of NextPlat’s officers and directors agreed not to sell, transfer, acquire or purchase any of the securities of either Progressive Care or NextPlat during the period between execution of the Merger Agreement and the Effective Time.

Management Post-Closing

Effective as of the Closing, NextPlat’s Board of Directors will have eight directors, all of which will be designated by NextPlat. Effective as of the Effective Time, all of the directors of Progressive Care shall resign.

See “Management of the Combined Company After the Business Combination – Directors and Executive Officers” for additional information.

Ownership of the Combined Company After the Closing

The following summarizes the pro forma ownership of the NextPlat Common Stock as of July 29, 2024, assuming that the Business Combination was consummated on such date:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Share Calculations and Ownership Percentages” and the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this joint proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Interests of NextPlat’s Directors and Officers in the Business Combination

In considering the recommendation of NextPlat’s board of directors to vote in favor of the Business Combination Proposal, NextPlat Stockholders should be aware that, aside from their interests as stockholders, NextPlat’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other NextPlat Stockholders and Warrant holders generally. NextPlat’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination Proposal. NextPlat Stockholders should take these interests into account in deciding whether to approve the Business Combination Proposal.

These interests may have influenced NextPlat’s directors in approving the Business Combination and making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this joint proxy statement/prospectus. You should also read the section entitled “The Business Combination — Interests of NextPlat’s Directors and Officers in the Business Combination.” 

Interests of Progressive Care’s Directors and Officers in the Business Combination

In considering the recommendation of the Progressive Care Board to vote in favor of the Business Combination Proposal, Progressive Care Stockholders should be aware that, aside from their interests as stockholders, Progressive Care’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other Progressive Care Stockholders and Progressive Care Securityholders generally. Progressive Care’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to the Progressive Care Stockholders that they approve and adopt the Merger Agreement and the Business Combination. Progressive Care Stockholders should take these interests into account in deciding whether to approve the Business Combination Proposal.

Jervis Hough and Anthony Armas, members of the Progressive Care Board, could potentially be appointed as directors of NextPlat in connection with the completion of the Business Combination (though the Merger Agreement does not provide for this). 

These interests may have influenced Progressive Care’s directors in approving the Merger Agreement and the Business Combination and making their recommendation that the Progressive Care Stockholders adopt and approve of the Merger Agreement and the Business Combination. You should also read the section entitled “The Business Combination Proposal — Interests of Progressive Care’s Directors and Officers in the Business Combination.” 

Material Tax Consequences

For a detailed discussion of certain U.S. federal income tax consequences of the Business Combination, see the section titled “Material U.S. Federal Income Tax Considerations” in this joint proxy statement/prospectus.

Matters to be Voted On at the Annual Meeting

At the Annual Meeting, NextPlat’s Stockholders will be asked to consider and vote on the following proposals:

Matters to be Voted On at the Progressive Care Special Meeting

At the Special Meeting, Progressive Care’s stockholders will be asked to consider and vote on the following proposal:

Appraisal Rights and Dissenters’ Rights

Under Section 92A.390 of the NRS, holders of NextPlat Common Stock will not have dissenters’ or appraisal rights in connection with the Business Combination.

If the Business Combination is completed, Progressive Care Stockholders who do not vote “FOR” the Business Combination Proposal are entitled to appraisal rights under Section 262 of the DGCL, provided that they comply with the conditions established therein. The provisions of the DGCL law governing appraisal rights are complex, and you should study them carefully if you wish to exercise your appraisal rights. A copy of Section 262 of the DGCL is attached hereto as Annex C. For a more detailed discussion of appraisal rights under the DGCL, please see the section of this joint proxy statement/prospectus entitled “The Business Combination Proposal – Appraisal and Dissenters’ Rights.”

Anticipated Accounting Treatment

The Business Combination will involve the acquisition of a consolidated subsidiary, and as such it will be accounted for as an equity transaction with no recognition of gain or loss in accordance with GAAP. 

Date, Time and Place of Meetings

The Annual Meeting of stockholders of NextPlat will be held at 11:00 a.m., Eastern Time, on September 13, 2024, or such other date and time to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals. The Annual Meeting will be completely virtual. There will be no physical meeting location and the Annual Meeting will only be conducted via live webcast at the following address  www.virtualshareholdermeeting.com/NXPL2024.

The Special Meeting of stockholders of Progressive Care will be held at 10:00 a.m., Eastern Time, on September 13, 2024, or such other date and time to which such meeting may be adjourned or postponed, for the purpose of considering and voting upon the Business Combination Proposal. The Special Meeting will be completely virtual. There will be no physical meeting location and the Special Meeting will only be conducted via live webcast at the following address: https://www.virtualshareholdermeeting.com/RXMD2024SM.

NextPlat Record Date and Voting

You will be entitled to vote or direct votes to be cast at the Annual Meeting if you owned shares of NextPlat Common Stock at the close of business on July 29, 2024, which is the record date for the Annual Meeting. You are entitled to one vote for each share of NextPlat Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 18,973,146 shares of NextPlat Common Stock outstanding.

Holders of the Warrants are not entitled to vote at the Annual Meeting.

Progressive Care Record Date and Voting

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Progressive Care Common Stock or Progressive Care Series B Preferred Stock at the close of business on July 29, 2024, which is the record date for the Special Meeting. Progressive Care Stockholders are entitled to one vote for each share of Progressive Care Common Stock, and 500 votes for each share of Progressive Care Series B Preferred Stock, that they owned as of the close of business on the record date. If your shares are held in the names of banks, brokers, nominees or other fiduciaries, or in “street name,” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 6,300,731 shares of Progressive Care Common Stock and 3,000 shares of Progressive Care Series B Preferred Stock outstanding.

The Progressive Care Options, Progressive Care Warrants and Progressive Care RSUs do not entitle their holders to vote at the Special Meeting.

Proxy Solicitation

Proxies may be solicited by mail. In addition, our directors, our executive officers and certain of our employees may, without additional compensation, solicit proxies by mail, in person, by telephone or other electronic means or by means of press release or other public statements.

We may also reimburse brokerage firms, banks and other agents for the cost of forwarding our proxy materials to beneficial owners.

Quorum

A quorum of NextPlat Stockholders is necessary to hold a valid meeting. A quorum will be present at the Annual Meeting if the holders of a majority of the issued and outstanding shares of NextPlat Common Stock entitled to vote at the Annual Meeting are represented in person or by proxy.

As of the record date for the Annual Meeting, 18,973,146 shares would be required to achieve a quorum.

A quorum of Progressive Care Stockholders holding a majority of the voting power of the issued and outstanding shares of Progressive Care Common Stock and Progressive Care Series B Preferred Stock, voting as a single class, entitled to vote at the Special Meeting and represented in person or by proxy, is necessary to hold a valid meeting.

Recommendations of the NextPlat Special Committee 

After careful consideration, NextPlat’s Special Committee recommends that NextPlat Stockholders vote “FOR” the Business Combination Proposal being submitted to a vote of the NextPlat Stockholders at the Annual Meeting. For a description of the NextPlat Special Committee’s reasons for the approval of the Business Combination and the recommendation of the NextPlat Special Committee, see the section entitled “The Business Combination—The NextPlat Special Committee’s Reasons for the Approval of the Business Combination.”

Recommendations of the NextPlat Board 

After careful consideration, NextPlat’s Board recommends that NextPlat Stockholders vote “FOR” the Business Combination Proposal being submitted to a vote of the NextPlat Stockholders at the Annual Meeting. 

Recommendations of the Progressive Care Special Committee 

After careful consideration, the Progressive Care Special Committee recommended that Progressive Care Stockholders vote to approve the Merger Agreement and the Business Combination. For a description of the Progressive Care Special Committee’s reasons for the approval of the Merger Agreement and the Business Combination and the recommendation of the Progressive Care Special Committee, see the section entitled “The Business Combination—The Progressive Care Special Committee’s Reasons for the Approval of the Business Combination.”

Recommendations of the Progressive Care Board 

After careful consideration, the Progressive Care Board recommended that Progressive Care Stockholders vote to approve the Merger Agreement and the Business Combination. 

Summary Risk Factors

Risks Related to NextPlat’s Business

Risks Related to Our Business Generally

Risks Related to Our e-Commerce Business

Risks Related to Doing Business in China