nxpl20240930c

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________to _______________.

Commission File Number 001-40447

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. Employer Identification No.)

3250 Mary St., Suite 410, Coconut Grove, FL		33133
(Address of principal executive offices)		(Zip Code)

(305)-560-5355

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	NXPL	The Nasdaq Stock Market Inc.
Warrants	NXPLW	The Nasdaq Stock Market Inc.

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

Class		Outstanding at November 8, 2024
Common Stock, $0.0001 par value		25,963,051

Table of Contents

FORM 10-Q

INDEX

	Page

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	2

CONDENSED CONSOLIDATED BALANCE SHEETS	2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME	3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	46

ITEM 4. CONTROLS AND PROCEDURES	46

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	47

ITEM 1A. RISK FACTORS	47

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	47

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	47

ITEM 4. MINE SAFETY DISCLOSURES	47

ITEM 5. OTHER INFORMATION	47

ITEM 6. EXHIBITS	48

SIGNATURES	49

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report and other documents that we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs and our management’s assumptions. Statements that are not historical facts are forward-looking statements, including forward-looking information concerning sales trends, gross margins, number and location of new store openings, outcomes of litigation, the level of capital expenditures, industry trends, demographic trends, growth strategies, financial results, cost reduction initiatives, acquisition synergies, regulatory approvals, and competitive strengths. Words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “sustain,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” and variations of such words and similar expressions are often used to identify such forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those described in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 11, 2024 (“2023 Form 10-K”), this quarterly report on Form 10-Q for the three and nine months ended September 30, 2024, and our other reports that we file or furnish with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, we undertake no obligation to update publicly any forward-looking statements after the date they are made, whether as a result of new information, future events, changes in assumptions or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The accompanying Unaudited Condensed Consolidated Financial Statements of NextPlat Corp, (“NextPlat,” the “Company,” “we,” or “our”), for the three and nine months ended September 30, 2024 and for comparable periods in the prior year are included below. The financial statements should be read in conjunction with the notes to financial statements that follow.

NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par data)

(Unaudited)

	*September 30, 2024*			*December 31, 2023*
ASSETS
Current Assets
Cash	$	20,360		$	26,307
Accounts receivable, net		6,575			8,923
Receivables - other, net		1,235			1,846
Inventories, net		6,362			5,135
Unbilled revenue		219			189
VAT receivable		350			342
Prepaid expenses		484			640
Notes receivable due from related party, net of allowances of $63 and $0 at September 30, 2024 and December 31, 2023, respectively		206			256
Total Current Assets		35,791			43,638

Property and equipment, net		3,595			3,989

Goodwill		156			731
Intangible assets, net		555			14,423
Operating right of use assets, net		898			1,566
Finance right-of-use assets, net		10			22
Deposits		94			39
Prepaid expenses, net of current portion		—			61
Total Other Assets		1,713			16,842
Total Assets	$	41,099		$	64,469

LIABILITIES AND EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	8,531		$	13,176
Contract liabilities		104			42
Notes payable		461			312
Due to related party		24			18
Operating lease liabilities		381			532
Finance lease liabilities		10			18
Income taxes payable		162			139
Total Current Liabilities		9,673			14,237

Long Term Liabilities:
Notes payable, net of current portion		1,080			1,211
Operating lease liabilities, net of current portion		553			929
Finance lease liabilities, net of current portion		—			5
Total Liabilities		11,306			16,382

Commitments and Contingencies		—			—

Equity
Preferred stock ($0.0001 par value; 3,333,333 shares authorized)		—			—
Common stock ($0.0001 par value; 50,000,000 shares authorized, 18,993,146 and 18,724,596 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)		2			2
Additional paid-in capital		68,487			67,170
Accumulated deficit		(45,933	)		(34,925	)
Accumulated other comprehensive loss		(93	)		(63	)
Equity attributable to NextPlat Corp stockholders		22,463			32,184
Equity attributable to non-controlling interests		7,330			15,903
Total Equity		29,793			48,087

Total Liabilities and Equity	$	41,099		$	64,469

See accompanying notes to unaudited condensed consolidated financial statements.

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NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands, except per share data)

(Unaudited)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2024*			*2023*			*2024*			*2023*
Sales of products, net	$	12,865		$	12,789		$	41,015		$	18,622
Revenues from services		2,502			2,501			8,834			2,501
Revenue, net		15,367			15,290			49,849			21,123

Cost of products		11,799			10,634			35,539			15,003
Cost of services		48			71			174			71
Cost of revenue		11,847			10,705			35,713			15,074

Gross profit		3,520			4,585			14,136			6,049

Operating expenses:
Selling, general and administrative		2,293			4,187			6,516			7,496
Salaries, wages and payroll taxes		2,875			2,483			8,284			4,039
Impairment loss		3,729			—			13,653			—
Professional fees		2,144			521			4,133			1,385
Depreciation and amortization		478			871			2,287			1,201
Total operating expenses		11,519			8,062			34,873			14,121

Loss before other (income) expense		(7,999	)		(3,477	)		(20,737	)		(8,072	)

Other (income) expense:
Gain on sale or disposal of property and equipment		(98	)		—			(98	)		—
Interest expense		22			46			62			56
Interest earned		(183	)		(210	)		(596	)		(393	)
Other income		(2	)		—			(2	)		(316	)
Foreign currency exchange rate variance		(119	)		165			(87	)		95
Total other (income) expense		(380	)		1			(721	)		(558	)

Loss before income taxes and equity in net loss of affiliate		(7,619	)		(3,478	)		(20,016	)		(7,514	)

Income taxes		(45	)		(23	)		(92	)		(75	)
Loss before equity in net loss of affiliate		(7,664	)		(3,501	)		(20,108	)		(7,589	)

Gain on remeasurement of fair value of equity interest in affiliate prior to acquisition		—			6,138			—			6,138
Equity in net loss of affiliate		—			—			—			(1,440	)
Net (loss) income		(7,664	)		2,637			(20,108	)		(2,891	)

Net loss attributable to non-controlling interest		3,448			811			9,100			811
Net (loss) income attributable to NextPlat Corp	$	(4,216	)	$	3,448		$	(11,008	)	$	(2,080	)

Comprehensive (loss) income:
Net (loss) income	$	(7,664	)	$	2,637		$	(20,108	)	$	(2,891	)
Foreign currency (loss) gain		6			19			(30	)		(16	)
Comprehensive (loss) income	$	(7,658	)	$	2,656		$	(20,138	)	$	(2,907	)

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(4,216	)	$	3,448		$	(11,008	)	$	(2,080	)
Weighted number of common shares outstanding – basic		18,982			18,703			18,844			17,079
Weighted number of common shares outstanding – diluted		18,982			20,310			18,844			17,079

Basic (loss) earnings per share	$	(0.22	)	$	0.18		$	(0.58	)	$	(0.12	)
Diluted (loss) earnings per share	$	(0.22	)	$	0.17		$	(0.58	)	$	(0.12	)

See accompanying notes to unaudited condensed consolidated financial statements.

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NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands)

(Unaudited)

For the Three and Nine Months Ended September 30, 2024

	*Common Stock*				*Additional*
	*$0.0001 Par Value*				*Paid in*		*Accumulated*			*Comprehensive*			*Stockholders’*			*Non-controlling*			*Total*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Loss*			*Equity*			*Interests*			*Equity*
Balance at December 31, 2023		18,725	$	2	$	67,170	$	(34,925	)	$	(63	)	$	32,184		$	15,903		$	48,087
Stock-based compensation in connection with options granted		—		—		160		—			—			160			—			160
Stock-based compensation in connection with restricted stock awards		—		—		387		—			—			387			65			452
Capital contribution of non-controlling interests		—		—		—		—			—			—			122			122
Comprehensive loss		—		—		—		—			(27	)		(27	)		—			(27	)
Net loss		—		—		—		(1,481	)		—			(1,481	)		(220	)		(1,701	)
Balance at March 31, 2024		18,725		2		67,717		(36,406	)		(90	)		31,223			15,870			47,093
Stock-based compensation in connection with options granted		—		—		159		—			—			159			—			159
Issuance of common stock related to restricted stock award		200		—		387		—			—			387			—			387
Issuance of common stock related to exercise of warrants		48		—		85		—			—			85			—			85
Comprehensive loss		—		—		—		—			(9	)		(9	)		—			(9	)
Net loss		—		—		—		(5,311	)		—			(5,311	)		(5,432	)		(10,743	)
Balance at June 30, 2024		18,973		2		68,348		(41,717	)		(99	)		26,534			10,438			36,972
Stock-based compensation in connection with options granted		—		—		115		—			—			115			—			115
Issuance of common stock related to restricted stock award		20		—		24		—			—			24			340			364
Comprehensive loss		—		—		—		—			6			6			—			6
Net loss		—		—		—		(4,216	)		—			(4,216	)		(3,448	)		(7,664	)
Balance at September 30, 2024		18,993	$	2	$	68,487	$	(45,933	)	$	(93	)	$	22,463		$	7,330		$	29,793

For the Three and Nine Months Ended September 30, 2023

	*Common Stock*				*Additional*
	*$0.0001 Par Value*				*Paid in*			*Accumulated*			*Comprehensive*			*Stockholders’*			*Non-controlling*			*Total*
	*Shares*		*Amount*		*Capital*			*Deficit*			*Loss*			*Equity*			*Interests*			*Equity*
Balance at December 31, 2022		14,402	$	1	$	56,963		$	(31,147	)	$	(41	)	$	25,776		$	—		$	25,776
Issuance of common stock related to restricted stock award		39		—		61			—			—			61			—			61
Comprehensive loss		—		—		—			—			(23	)		(23	)		—			(23	)
Net loss		—		—		—			(1,187	)		—			(1,187	)		—			(1,187	)
Balance at March 31, 2023		14,441		1		57,024			(32,334	)		(64	)		24,627			—			24,627
Issuance of common stock related to April offering		3,429		1		5,999			—			—			6,000			—			6,000
Issuance of common stock related to exercise of warrants		105		—		184			—			—			184			—			184
Issuance of common stock related to restricted stock award		725		—		1,183			—			—			1,183			—			1,183
Stock-based compensation in connection with options granted		—		—		781			—			—			781			—			781
Comprehensive loss		—		—		—			—			(12	)		(12	)		—			(12	)
Net loss		—		—		—			(4,341	)		—			(4,341	)		—			(4,341	)
Balance at June 30, 2023		18,700		2		65,171			(36,675	)		(76	)		28,422			—			28,422
Acquisition of subsidiary and noncontrolling interests		—		—		(35	)		—			—			(35	)		15,957			15,922
Issuance of common stock related to restricted stock award		25		—		837			—			—			837			150			987
Stock-based compensation in connection with options granted		—		—		497			—			—			497			1,052			1,549
Comprehensive income		—		—		—			—			19			19			—			19
Net income (loss)		—		—		—			3,448			—			3,448			(811	)		2,637
Balance at September 30, 2023		18,725	$	2	$	66,470		$	(33,227	)	$	(57	)	$	33,188		$	16,348		$	49,536

See accompanying notes to unaudited condensed consolidated financial statements.

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NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	*Nine Months Ended September 30,*
	*2024*			*2023*
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from e-Commerce Operations revenue	$	9,862		$	8,308
Cash received from Healthcare Operations revenue		43,162			9,138
Cash received from interest income		646			394
Cash received from other sources		367			280
Cash paid for inventory purchases and other costs of revenue		(36,803	)		(12,963	)
Cash paid for salaries and related expenses		(8,284	)		(4,039	)
Cash paid for other recurring operating expenses		(10,410	)		(5,309	)
Cash paid for interest expense		(41	)		(56	)
Cash paid for income taxes		(69	)		—
Cash paid for merger costs and other non-recurring expenses		(3,418	)		—
Net cash used in operating activities		(4,988	)		(4,247	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(221	)		(458	)
Capital contributions to equity method investee		—			(1,506	)
Proceeds from sale or disposal of property and equipment		98			—
Cash acquired in acquisition of Progressive Care subsidiary		—			7,352
Cash acquired in acquisition of Outfitter Satellite subsidiary		236			—
Cash paid in acquisition of Outfitter Satellite subsidiary		(1,094	)		—
Net cash (used in) provided by investing activities		(981	)		5,388

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of note payable, related party, net		—			(3	)
Issuance of common stock for PIPE transaction		—			6,000
Proceeds from exercise of warrants		85			690
Capital contribution of non-controlling interest		122			—
Payments on finance lease liabilities		(18	)		(9	)
Repayments of notes payable		(139	)		(348	)
Net cash provided by financing activities		50			6,330

Effect of exchange rate on cash		(28	)		(16	)

Net (decrease) increase in cash		(5,947	)		7,455
Cash beginning of period		26,307			18,891
Cash end of period	$	20,360		$	26,346

Reconciliation of net loss to cash flow used by operating activities
Net loss	$	(20,108	)	$	(2,891	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation expense		596			540
Change in provision for doubtful accounts		(50	)		12
Amortization of intangible assets		1,678			653
Amortization of right-of-use assets - operating leases		241			188
Amortization of right-of-use assets - finance leases		13			8
Write-off of right-of-use asset		111			—
Gain on remeasurement of fair value of equity interest in affiliate prior to acquisition		—			(6,138	)
Impairment loss		13,653			—
Equity in net loss of affiliate		—			1,440
Stock-based compensation		1,637			4,561
Gain on sale or disposal of property and equipment		(98	)		—
Accounts receivable		3,055			(3,897	)
Inventories		(1,090	)		(2,069	)
Unbilled revenue		(30	)		(27	)
Prepaid expense		229			(343	)
Notes receivable		75			(251	)
Deposits		(55	)		—
VAT receivable		(8	)		63
Accounts payable and accrued expenses		(4,645	)		4,118
Operating lease liabilities		(277	)		(179	)
Income taxes payable		23			84
Contract liabilities		62			(7	)
Liabilities from discontinued operations		—			(112	)
Net cash used in operating activities	$	(4,988	)	$	(4,247	)

See accompanying notes to unaudited condensed consolidated financial statements.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless the context requires otherwise, references to the “Company”, “we”, “us”, “our”, “our Company”, or “our business” refer to NextPlat Corp and its subsidiaries.

Note 1. Organization and Nature of Operations

NextPlat Corp:

NextPlat Corp, a Nevada corporation (the “Company”, “NextPlat”, “we”), formerly Orbsat Corp was incorporated in 1997. The Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts on platforms such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. Additionally, we provide a comprehensive array of Satellite Industry communication services and related equipment sales.

Our wholly-owned subsidiary, Global Telesat Communications Limited (“GTC”), was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which we acquired all of the outstanding equity in GTC.

Our wholly-owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation, was formed on November 14, 2014.

On June 22, 2022, NextPlat B.V. (“NXPLBV”) was formed in Amsterdam, Netherlands, as a wholly owned subsidiary of NextPlat Corp. Presently, NXPLBV does not have any active operations.

On April 1, 2024, NextPlat acquired 100% of the ownership interest of Outfitter Satellite, Inc., a Tennessee corporation ("Outfitter") in a stock purchase transaction. Outfitter is a wholly-owned subsidiary of NextPlat Corp.

Progressive Care, LLC (formerly Progressive Care Inc.):

On April 12, 2024, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Progressive Care Inc. and Progressive Care LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of the Company (“Progressive Care” or “Merger Sub”). On October 1, 2024 and pursuant to the terms of the Merger Agreement, the Company, Progressive Care Inc. and Merger Sub entered into a business combination transaction pursuant to which Progressive Care Inc. merged with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity of the Merger. Following the Merger, Progressive Care LLC became be a wholly-owned subsidiary of NextPlat. Progressive Care Inc. previously became a controlled subsidiary of the Company on July 1, 2023, therefore the Merger had no financial impact to the Company.

The Merger Agreement and the transactions contemplated thereby were negotiated and approved by a Special Committee comprised of three of the Company’s independent directors. The Merger Agreement was also approved by the entirety of the Company’s board of directors.

The Company’s shareholders approved the Merger at the Company’s annual meeting held on September 13, 2024.

Progressive Care, through its wholly-owned subsidiaries, Pharmco, LLC (“Pharmco 901”), Touchpoint RX, LLC doing business as Pharmco Rx 1002, LLC (“Pharmco 1002”), Family Physicians RX, Inc. doing business as PharmcoRx 1103 and PharmcoRx 1204 (“FPRX” or “Pharmco 1103” and “Pharmco 1204”) (pharmacy subsidiaries collectively referred to as “Pharmco”), and ClearMetrX Inc. (“ClearMetrX”) is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pharmco 901 was formed on November 29, 2005 as a Florida Limited Liability Company and is a 100% owned subsidiary of Progressive Care. Pharmco 901 was acquired by Progressive on October 21, 2010. Progressive currently delivers prescriptions to Florida’s diverse population and ships medications to patients in states where they hold non-resident pharmacy licenses as well. Progressive currently holds Florida Community Pharmacy Permits at all Florida pharmacy locations and the Pharmco 901 location is licensed as a non-resident pharmacy in the following states: Arizona, Colorado, Connecticut, Georgia, Illinois, Minnesota, Nevada, New Jersey, New York, Pennsylvania, Texas, and Utah. Progressive is able to dispense to patients in the state of Massachusetts without a non-resident pharmacy license because Massachusetts does not require such a license for these activities.

Pharmco 1103 is a pharmacy with locations in North Miami Beach and Orlando, Florida that provides Pharmco’s pharmacy services to Miami-Dade County, Broward County, the Orlando/Tampa corridor, and the Treasure Coast of Florida. Progressive acquired all the ownership interests in Pharmco 1103 in a purchase agreement entered into on June 1, 2019.

Pharmco 1002 is a pharmacy located in Palm Springs, Florida that provides Pharmco’s pharmacy services to Palm Beach, St. Lucie and Martin Counties, Florida. Progressive acquired all the ownership interests in Pharmco 1002 in a purchase agreement entered into on July 1, 2018.

ClearMetrX was formed on June 10, 2020 and provides third-party administration (“TPA”) services to 340B covered entities. ClearMetrX also provides data analytics and reporting services to support and improve care management for health care organizations.

RXMD Therapeutics was formed on October 1, 2019. RXMD Therapeutics has had no operating activity to date.

Florida Sunshine Brands, LLC:

Florida Sunshine Brands, LLC (“Florida Sunshine”) is a Florida limited liability company and incorporated December 6, 2023. Florida Sunshine operates under an operating agreement between NextPlat, with a 51% ownership, and Outer Brands FS, LLC, with a 49% ownership. Florida Sunshine's main objective is to source and sell vitamins and nutritional supplements.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2. Basis of Presentation and Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2023 Form 10-K, for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of comprehensive (loss) income, statements of changes in equity, and statements of cash flows for such interim periods presented. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The year-end balance sheet data for comparative purposes was derived from audited consolidated financial statements.

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

In the period ended September 30, 2024, the Company changed its presentation method on the statements of cash flows from the indirect method to the direct method. The Company has recast the Condensed Consolidated Statements of Cash Flows and related disclosures for the period ended September 30, 2023, to conform to the direct presentation method in the current period.

Business acquisition of Progressive Care, Inc.

On July 1, 2023, the Company, Charles M. Fernandez, Executive Chairman and Chief Executive Officer of the Company, and Rodney Barreto, Director of the Company, exercised common stock purchase warrants and were issued shares of Progressive Care common stock. After the exercise of the common stock purchase warrants, the Company and Messrs. Fernandez and Barreto collectively owned 53% of Progressive Care’s voting stock. At the time of exercise, all of the above common stock purchase warrants were in-the-money. Also on July 1, 2023, the Company and Messrs. Fernandez and Barreto entered into a voting agreement whereby at any annual or special shareholders meeting of Progressive Care’s stockholders, and whenever the holders of Progressive Care common stock act by written consent, Messrs. Fernandez and Barreto agreed to vote all of the Progressive Care common stock (including any new shares acquired after the date of the voting agreement or acquired through the conversion of securities convertible into Common Stock) that they own, directly or indirectly, in the same manner that NextPlat votes its common stock and equivalents. The voting agreement is irrevocable and perpetual in term.

The exercise of the stock options, along with the entry into the voting agreement, resulted in a change in control of Progressive Care under the voting interest model in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combination, and was accounted for as a business acquisition. Therefore, Progressive Care became a consolidated subsidiary of the Company on July 1, 2023. The Company previously accounted for its equity interest in Progressive Care as an equity method investment. The consolidated results of operations for the period ended September 30, 2024, include the full nine months results of operations attributable to Progressive Care compared to the consolidated nine months ended September 30, 2023 which include only the three months results of operations attributable to Progressive Care due to Progressive Care becoming a consolidated subsidiary of the Company on July 1, 2023.

On April 12, 2024, NextPlat entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Progressive Care Inc, and Progressive Care LLC, a Nevada limited liability company and a direct, wholly owned subsidiary of NextPlat (“Merger Sub”). Pursuant to the terms of the Merger Agreement, upon the approval of NextPlat's and Progressive Care's shareholders, Progressive Care would merge with and into Merger Sub (the “Merger”), with Merger Sub being the surviving entity of the Merger. The result of which being that Progressive Care would become a wholly-owned subsidiary of NextPlat.

On September 13, 2024, the shareholders of each of NextPlat and Progressive Care approved the Merger Agreement and the transactions contemplated thereby.

On October 1, 2024, at 12:01 Eastern time, the Merger became effective and Progressive Care merged with and into Mergers Sub and thereby became a wholly owned subsidiary of NextPlat. In connection with the Merger, each share of Progressive Care common stock that was issued and outstanding immediately prior to the effective time of the Merger was converted into 1.4865 shares of NextPlat common stock, and each warrant to purchase Progressive Care common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a warrant to purchase shares of NextPlat common stock with each such warrant having and being subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Progressive Care warrant immediately before the effective time.

Business acquisition of Outfitter Satellite, Inc.

On March 25, 2024, the Company entered into a Stock Purchase Agreement with James T. McKinley, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of common stock of Out fitter Satellite, Inc. (“Outfitter”). The closing of the transaction occurred on April 1, 2024. Outfitter is a wholly-owned subsidiary of NextPlat Corp.

Outfitter provides consumers, commercial and government customers, with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Use of Estimates

In preparing the Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the periods then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, assumptions used to calculate stock-based compensation, fair value of net assets acquired in the business combination with Progressive Care and Outfitter, common stock and options issued for services, net realizable value of accounts receivables and other receivables, the useful lives of property and equipment and intangible assets, the estimate of the fair value of the lease liability and related right of use assets, pharmacy benefit manager (“PBM”) fee estimates, and the estimates of the valuation allowance on deferred tax assets.

Note 3. Summary of Significant Accounting Policies

The significant accounting policies of the Company were described in Note 1 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the Company’s significant accounting policies for the nine months ended September 30, 2024. Selected accounting policy disclosures are provided below.

Cash

The Company places its cash with high credit quality financial institutions. The Company’s account at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. All cash amounts in excess of $250,000, approximately $1.0 million, are unsecured. The Company has a deposit placement agreement for Insured Cash Sweep Service (“ICS”). This service is a secure, and convenient way to access FDIC protection on large deposits, earn a return, and enjoy flexibility. The Company believes that the ICS agreement will mitigate its credit risk as it relates to uninsured FDIC amounts in excess of $250,000.

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTC, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the condensed consolidated statements of comprehensive (loss) income.

The relevant translation rates are as follows: for the nine months ended September 30, 2024, closing rate at $1.31 US$: GBP, quarterly average rate at $1.30 US$: GBP, for the nine months ended September 30, 2023, closing rate at $1.23 US$: GBP, quarterly average rate at $1.26 US$: GBP, for the year ended December 31, 2023 closing rate at 1.27 US$: GBP, yearly average rate at 1.24 US$: GBP.

Unearned Revenue

Contract liabilities are shown separately in the condensed consolidated balance sheets as current liabilities. At September 30, 2024 and December 31, 2023, we had contract liabilities of approximately $104,000 and $42,000, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Direct and Indirect Remuneration (“DIR”) Fees

Progressive Care reports DIR fees as a reduction of revenue on the accompanying Condensed Consolidated Statements of Comprehensive (Loss) Income. DIR fees are fees charged by PBMs to pharmacies for network participation as well as periodic reimbursement reconciliations. The Company accrues an estimate of PBM fees, including DIR fees, which are assessed or expected to be assessed by payers at some point after adjudication of a claim, as a reduction of prescription revenue at the time revenue is recognized. Changes in the estimate of such fees are recorded as an adjustment to revenue when the change becomes known. Through December 31, 2023, for some PBMs, DIR fees were charged at the time of the settlement of a pharmacy claim. Other PBMs do not determine DIR fees at the claim settlement date, and therefore DIR fees are collected from pharmacies after claim settlement, often as clawbacks of reimbursements based on factors that vary from plan to plan. For example, two PBMs calculate DIR fees on a trimester basis and charge the Company for these fees as reductions of reimbursements paid to the Company two to three months after the end of the trimester (e.g., DIR fees for September - December 2023 claims were clawed back by these PBMs in May - June 2024). As of December 31, 2023, DIR fees that were not collected at the time of claim settlement, the Company recorded an accrued liability for estimated DIR fees that were fully collected by the PBMs by the end of the second quarter of 2024. Effective January 1, 2024, all PBMs began charging DIR fees at the time of the settlement of a pharmacy claim.

Recent Accounting Pronouncements

Accounting Pronouncements Issued but not yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and interim period within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt the standard in its interim reporting beginning with Q1-2025, and the Company will adopt the standard in its annual reporting for the year ending December 31, 2024. The Company expects that the adoption of the standard will not have a material impact on our consolidated financial statements but will enhance our current disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2025. The Company expects that the adoption of the standard will not have a material impact on our consolidated financial statements.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to be relevant or have a material impact on the condensed consolidated financial statements upon adoption.

Subsequent Events

On October 1, 2024, the Company completed the Merger of Progressive Care, which Progressive Care became a wholly-owned subsidiary of the Company. See “Note 2. Basis of Presentation and Principles of Consolidation” for more details of the transaction.

On October 15, 2024, the Company settled its ongoing lawsuit with Mr. Thomas Seifert, the Company’s former Chief Financial Officer. Under the terms of the settlement, the Company agreed to pay to Mr. Seifert $150,000 and to reimburse him for legal costs in the amount of $600,000. In exchange, the Company and Mr. Seifert each agreed to dismiss the lawsuit with prejudice and to release the other party from all claims.

The Company has evaluated subsequent events through the date of this filing, the date the condensed consolidated financial statements were available to be issued.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Fair Value

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

●

Cash, accounts receivable, and accounts payable and accrued liabilities: The amounts reported in the accompanying Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.

●

Notes payable and lease liabilities: The carrying amount of notes payable approximated fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing. The carrying value of lease liabilities approximated fair value due to the implicit rate in the lease in relation to the Company’s borrowing rate and the duration of the leases (Level 2 inputs).

Identifiable Intangible Assets

The initial recognition of Progressive Care’s identifiable intangible assets, resulting from the acquisition on July 1, 2023 and the application of push-down accounting, were measured using Level 3 inputs. The fair value at the date of acquisition was approximately $14.7 million.

The initial recognition of the Outfitter identifiable intangible assets, resulting from the acquisition on April 1, 2024, were measured using Level 3 inputs. The fair value at the date of acquisition was approximately $0.6 million.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5. Business Acquisition

On March 25, 2024, the Company entered into a Stock Purchase Agreement with James T. McKinley, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of common stock of Out fitter. The closing of the transaction occurred on April 1, 2024.

Outfitter provides consumers, commercial and government customers, with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

The following table summarizes the consideration transferred to acquire Outfitter and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands):

	*Purchase Price Allocation*
Total purchase consideration	$	1,094

Identifiable net assets acquired - Provisional:
Cash	$	236
Accounts receivable, net		73
Inventory		137
Prepaid expenses		11
Property and equipment, net		5
Right of use assets, net		109
Intangible assets, net:
Trade name (1)		185
Customer records (2)		415
Accounts payable and accrued expenses		(124	)
Notes payable and accrued interest - current portion		(53	)
Lease liabilities - current portion		(56	)
Deferred tax liabilities (3)		(145	)
Net assets acquired	$	793

Goodwill	$	301

(1) 10-year amortization period

(2) 5-year amortization period

( 3) Under federal tax law, previously unidentified finite lived intangible assets recognized from a business combination have no tax basis and therefore are not amortized for tax purposes. This tax position created a book/tax basis difference at April 1, 2024, the date of the business combination transaction. Therefore, an approximate $0.1 million deferred tax liability was recorded at April 1, 2024 as a result of the book/tax basis difference for the finite lived intangible assets.

The goodwill is attributable to the workforce of the acquired business and the significant synergies expected to arise after NextPlat’s acquisition of Outfitter. The goodwill is not deductible for tax purposes.

The initial recognition of Outfitter's identifiable intangible assets, resulting from the acquisition on April 1, 2024, were measured using Level 3 inputs. The fair value at the date of acquisition was approximately $0.6 million and were estimated by applying an income approach. The fair value estimates for the identifiable intangible assets are based on (1) an assumed discount rate of 37.3% (2) an assumed capitalization rate of 34.3% (3) assumed long-term growth rate of 3.0% (4) an assumed royalty rate of 1.8% (5) an assumed tax rate of 26.3% (6) an assumed risk free rate of 4.5% (7) an assumed equity risk premium of 6.5% (8) an assumed company specific risk premium rate of 22.5% (9) an assumed beta of 0.82.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Note 6. Revenue

The following table disaggregates net revenues by categories (in thousands):

	*Three Months Ended September 30,*
	*2024*		*2023*
Sales of products, net:
e-Commerce revenue	$	3,834	$	2,931
Pharmacy prescription and other revenue, net of PBM fees		9,076		9,888
Sub total		12,910		12,819
Revenues from services:
Pharmacy 340B contract revenue		2,457		2,471

Revenues, net	$	15,367	$	15,290

	*Nine Months Ended September 30,*
	*2024*		*2023*
Sales of products, net:
e-Commerce revenue	$	10,210	$	8,764
Pharmacy prescription and other revenue, net of PBM fees		30,922