RXMD Progressive Care Inc (QB)

⁽¹⁾ Includes 9,130,435 of the Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D owned by NextPlat, and the shares of the Issuer’s common stock issuable upon the conversion and exercise of the securities included in 3,000 units of the Issuer’s securities (each, a “Unit”) purchased by NextPlat. Each Unit consists of one share of Series B Convertible Preferred Stock (“Preferred Stock”), and one Warrant (“Warrant”) to purchase one share of Preferred Stock. Each share of Preferred Stock votes as a class with the common stock of Progressive Care at a ratio of 100,000 votes per share of Preferred Stock. Likewise, each share of Series B Preferred Stock can be converted at any time into 100,000 shares of Progressive common stock. In addition, under a Secured Convertible Promissory Note (the “Note”) issued by the Issuer, NextPlat has the right to convert its portion of the note to the Issuer’s common stock at any time. Based on NextPlat’s portion of the current principal and interest outstanding under the Note, NextPlat could convert its portion of the note into 60,671,427 shares of Issuer’s common stock.

⁽²⁾ Charles M. Fernandez, the Chairman and Chief Executive Officer of NextPlat, owns 3,652,174 shares of Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D and his portion of the Note would convert to 24,268,571 additional shares based his portion of accrued and unpaid principal and interest under the Note at this time. In addition, Rodney Barreto, a member of NextPlat’s Board of Directors, owns 3,652,174 shares of Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D and his portion of the Note would convert to 24,268,571 additional shares based his portion of accrued and unpaid principal and interest under the Note at this time. Messrs. Fernandez and Barreto expressly disclaim ownership of NextPlat’s shares of Issuer’s common stock.

⁽³⁾ Based on 548,962,587 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2022.

⁽¹⁾ Charles M. Fernandez owns 3,652,174 shares of Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D and his portion of the Note would convert to 24,268,571 additional shares based his portion of accrued and unpaid principal and interest under the Note at this time.

⁽²⁾ Charles M. Fernandez is the Chairman and Chief Executive Officer of NextPlat. NextPlat also owns 9,130,435 of the Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D and 3,000 Units. Each Unit consists of one share Preferred Stock and one Warrant. Each share of Preferred Stock votes as a class with the common stock of Progressive Care at a ratio of 100,000 votes per share of Preferred Stock. Likewise, each share of Series B Preferred Stock can be converted at any time into 100,000 shares of Progressive common stock. In addition, under the Note, NextPlat has the right to convert its portion of the note to the Issuer’s common stock at any time. Based on NextPlat’s portion of the current principal and interest outstanding under the Note, NextPlat could convert its portion of the note into 60,671,427 shares of Issuer’s common stock. Mr. Fernandez expressly disclaims ownership of NextPlat’s shares of Issuer’s common stock.

⁽³⁾ Based on 548,962,587 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2022.

⁽¹⁾ Rodney Barreto owns 3,652,174 shares of Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D and his portion of the Note would convert to 24,268,571 additional shares based his portion of accrued and unpaid principal and interest under the Note at this time.

⁽²⁾ Rodney Baretto is a member of the Board of Directors of of NextPlat. NextPlat also owns 9,130,435 of the Issuer’s restricted common stock issued in connection with the Modification Agreement discussed in Item 4 of this Schedule 13D and 3,000 Units. Each Unit consists of one share Preferred Stock and one Warrant. Each share of Preferred Stock votes as a class with the common stock of Progressive Care at a ratio of 100,000 votes per share of Preferred Stock. Likewise, each share of Series B Preferred Stock can be converted at any time into 100,000 shares of Progressive common stock. In addition, under the Note, NextPlat has the right to convert its portion of the note to the Issuer’s common stock at any time. Based on NextPlat’s portion of the current principal and interest outstanding under the Note, NextPlat could convert its portion of the note into 60,671,427 shares of Issuer’s common stock. Mr. Barreto expressly disclaims ownership of NextPlat’s shares of Issuer’s common stock.

⁽³⁾ Based on 548,962,587 shares of Common Stock outstanding as of August 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2022.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (“Common Stock”), of Progressive Care Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 400 Ansin Blvd, Suite A, Hallandale Beach, Florida 33009.

(a) This Schedule 13D is filed by NextPlat Corp (“NextPlat”), Charles M. Fernandez, and Rodney Barreto (each a “Reporting Person”, and together the “Reporting Persons”).

(b) The principal business address of the Reporting Persons is 3250 Mary St., Suite 410, Coconut Grove, FL 33133.

(c) NextPlat is developing 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 to enable customers and partners to optimize their e-commerce presence and revenue, which it expects will become the focus of its business in the future. Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. NextPlat operates two main e-commerce websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing comprehensive systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains).

Mr. Charles M. Fernandez is the Chairman of the Board and Chief Executive Officer of NextPlat. Over the past 30 years, Mr. Fernandez has successfully identified profitable start-up and dislocation opportunities, and built significant shareholder value, executing both private and public dispositions. Mr. Fernandez’s expertise in technology and healthcare includes co-founding Lakeview Health Systems (acquired by a private equity firm for approximately $70 million) and Continucare Corporation (acquired by Metropolitan Health Networks, Inc. for approximately $400 million) where he served as chairman, president and CEO. He also served as an investor, director, and Chairman of the Audit Committee of IVAX Corporation for nearly a decade prior to its purchase by Teva Pharmaceuticals for $8.7 billion.

Mr. Rodney Barreto is a member of the Board of Directors of NextPlat. Mr. Barreto is President and CEO of the Barreto Group and of Barreto Hospitality since their founding. The Barreto Group, which was founded in 1988, is a diversified company specializing in corporate and public affairs consulting, real estate investment, and development. Barreto Hospitality, which was founded in 2020, is the food, beverage, and hospitality arm of the Company boasting a wide array of dining and entertainment venues across South Florida. Mr. Barreto is also the founding partner of Floridian Partners, LLC. Floridian Partners LLC, which was founded in 2000, is a consulting firm that develops and manages effective corporate and public affairs strategies designed to achieve specific business results. Mr. Barreto has also served as the CEO of Barreto Capital, LLC, a private money lender, since November 2018. Mr. Barreto has chaired the Super Bowl Host Committee a record three (3) times, in the years 2007, 2010 and 2020. Mr. Barreto was appointed to serve as a director of the Company based on his significant leadership and entrepreneurial experience.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Person have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.

(f) NextPlat is a Nevada corporation, having its executive offices in Florida. Messrs. Fernandez and Barreto are citizens of Florida.

Funds for the purchase of securities reported herein were derived from the available working capital of NextPlat and from the personal funds of each of Messrs. Fernandez and Barreto. The Reporting Persons purchased the securities of the Issuer that are the subject of this Schedule 13D pursuant to a Recapitalization Plan described in Item 4 below.

NextPlat purchased 3,000 units (the “Units”) of Progressive Care Inc. (the “Issuer”) for a total of $6,000,000. Each Unit consisted of one share of the Issuer’s Series B Preferred Stock and one warrant (each, a “B Warrant”) to purchase one share of the Issuer’s Series B Preferred Stock. The Preferred Stock votes as a class with the Common Stock, has 100,000 votes per share, and each share is convertible into 100,000 shares of the Issuer’s Common Stock. The Preferred Stock has a liquidation preference of $2,000 per share and a dividend preference, and is convertible into shares of the Issuer’s Common Stock at a $0.02 per share conversion price. The Series B Preferred stock automatically converts into 100,000 shares of the Issuer’s Common Stock on the date that the Issuer’s authorized number of shares of Common Stock is increased to a number sufficient to allow for their conversion. The B Warrants afford the holder the right to purchase one share of the Issuer’s Series B Preferred Stock at a price per share of $2,000.

NextPlat, Charles M. Fernandez, Rodney Barreto, and certain other investors, purchased a convertible note issued by the Issuer to an unrelated party. The note represents aggregate indebtedness of $2,790,885.63 and was purchased for aggregate consideration of $2,300,000. In connection with the acquisition of the convertible note the purchasers including the Reporting Person, entered into a certain Debt Modification Agreement, dated August 30, 2022 (the “Modification Agreement”) with the Issuer pursuant to which the maturity of the convertible note was extended, the interest rate was reduced, the variable conversion feature was eliminated and a fixed conversion price of $0.02 was adopted. In consideration of those concessions, 21,000,000 shares of Common Stock of the Issuer were issued to the purchasers. NextPlat, Charles M. Fernandez and Rodney Barreto, purchased $1,213,428.53, $485,371.41, and $485,371.41, respectively, in outstanding balance of the note for purchase price of $1 million, $400,000, and $400,000, respectively, which represent the beneficial ownership in 60,671,427, 24,268,571, and 24,268,571 shares of Common Stock of the Issuer, respectively, based upon the outstanding balance of the convertible note; and in addition NextPlat, Charles M. Fernandez and Rodney Barreto, received from the Issuer 9,130,435, 3,652,174, and 3,652,174 shares of restricted Common Stock of the Issuer, respectively, pursuant to the Modification Agreement discussed in Item 4 below.

The Reporting Persons acquired their positions in the securities that are the subject of this Schedule 13D (i) in the belief that the securities are undervalued, and (ii) because the Reporting Persons believe that a strategic investment by NextPlat in the Issuer represents substantial business opportunities for the Issuer and for NextPlat with the promise of increasing the market value of both the Issuer’s securities and NextPlat’s securities. It is anticipated that NextPlat’s management team and select members of its Board of Directors, including Reporting Persons Charles M. Fernandez and Rodney Barreto will provide the Issuer with their experience in healthcare and digital technology including the development of new healthcare and lifestyle products, and it is anticipated that the Issuer’s products will be sold via NextPlat’s global e-commerce marketplaces. As part of this transaction, Mr. Fernandez will be appointed as Chairman of the Board of Directors of the Issuer, replacing Alan Jay Weisberg who will step down from his current positions to assume the new roles of Vice Chairman and Chief Executive Officer of the Issuer. Mr. Barreto will also be joining the Issuer’s Board of Directors as Vice Chairman. The Issuer intends to utilize a portion of the capital invested by the Reporting Persons to further fund deployment of its digital platforms and the development and sale of new health, fitness, and beauty products.

The Reporting Persons intend to have discussions with other stockholders of the Issuer, as well as other interested parties and possibly representatives of the Issuer, as they continue to evaluate the situation.

The Reporting Persons are considering all their options and, while they have no present plan to do so, they reserve the right and are considering whether to propose other transactions that relate to or would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons may, from time to time and at any time: (i) acquire additional equity, debt, notes, instruments or other securities of the Issuer and/or its affiliates (collectively, “Securities”) in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.

Recapitalization Plan

Under the recapitalization plan, NextPlat, Charles M. Fernandez, individually, and Rodney Barreto, individually, and certain other investors (together the “Purchasers”) invested an aggregate of $8.3 million into securities of the Issuer. Pursuant to the terms of the Securities Purchase Agreement, dated August 30, 2022 (the “Purchase Agreement”), between the Issuer and NextPlat, NextPlat purchased 3,000 units (the “Units”) from the Issuer. Each Unit consists of one share of Preferred Stock of the Issuer and one B Warrant to purchase one share of the Issuer’s Series B Preferred Stockfor an aggregate purchase price of $6,000,000, or $2,000 per Unit. In addition, certain persons including the Reporting Persons purchased a convertible note issued by the Issuer and owned by an unaffiliated person for an aggregate purchase price of $2,300,000. In connection with the acquisition of the convertible note the purchasers including the Reporting Person, entered into the Modification Agreement with the Issuer pursuant to which the maturity of the convertible note was extended, the interest rate was reduced, the variable conversion feature was eliminated and a fixed conversion price of $0.02 was adopted. In consideration of those concessions, 21,000,000 shares of Common Stock of the Issuer were issued to the purchasers. NextPlat, Charles M. Fernandez and Rodney Barreto, purchased $1,213,428.53, $485,371.41, and $485,371.41, respectively, in outstanding balance of the note for purchase price of $1 million, $400,000, and $400,000, respectively. Pursuant to the Modification Agreement, the convertible note will automatically convert into shares of the Issuer’s Common Stock on the later of the on the date that the Issuer’s authorized number of shares of Common Stock is increased to a number sufficient to allow for their conversion and the date that the Issuer’s Common Stock commences trading on a national securities exchange.

B Warrants

Each B Warrant entitles the registered holder to purchase one share of Preferred Stock at a price of $2,000 per share, subject to adjustment as described therein, at any time commencing: (i) at any time or times on or after the initial exercise date and (ii) on or before the expiration of five years from the date of issue. The B Warrants contain cashless exercise provisions.

Registration Rights

Pursuant to the Registration Rights Agreement, dated as of September 2, 2022 (the “Registration Rights Agreement”), to which the Issuer, and NextPlat are parties, NextPlat is entitled to demand and “piggy-back” registration rights with respect to the shares of the Issuer’s Common Stock then issued or issuable upon conversion of the Series B Preferred Stock, and shares of the Issuer’s Common Stock then issued or issuable upon the exercise or cashless conversion of the B Warrants, , including any securities issued as a stock split, dividend or other distribution with respect to or in exchange for or in replacement of such securities.

The foregoing summary of certain terms of the Purchase Agreement, the Note Purchase Agreement, the Modification Agreement, and the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the documents, which are incorporated by reference as Exhibits 1-3 to this Schedule 13D.

Except as set forth herein, none of the Reporting Persons has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons intends to review the Reporting Person’s investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to the Reporting Person’s investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock or selling some or all of their Common Stock and, alone or with others, pursuing discussions with the management, the Board of Directors, other stockholders of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

(a) As described in Item 4, the Reporting Persons may be deemed the beneficial owner of 725,643,351 shares of Common Stock, in each case directly held by the Reporting Persons, representing approximately 57% of the outstanding units.

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 548,962,587 shares of Common Stock, as reported by the Issuer in its Form 10-Q file number 000-52684.

(b) By virtue of their personal investments in the Issuer, Messrs. Fernandez and Barreto have the power to (i) vote or direct the voting and (ii) dispose or direct the disposition of 725,643,351 and 27,920,745 shares of Common Stock, respectively.

(c) Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the Common Stock in the past 60 days.

(d) Not applicable.

(e) Not applicable.

Other than the agreements described in Item 4 and relationships described in Item 2, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.