Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fernandez Charles M.

(Last)

(First)

(Middle)

C/O NEXTPLAT CORP, 3250 MARY ST.,

SUITE 410

(Street)

COCONUT GROVE

33133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Progressive Care Inc. [ RXMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2023		C		228,240⁽¹⁾	A	$2.2	303,517⁽⁸⁾	I	By eAperion Partners LLC⁽⁷⁾
Common Stock	05/09/2023		P		455,000⁽⁴⁾	A	$2.2	758,517⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾
Common Stock	05/09/2023		C		570,599⁽¹⁾	A	$2.2	1,329,116⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$2.2	05/09/2023		C			$502,126.7	09/08/2022	08/31/2027	Common Stock	228,240	$0	0	I	By eAperion Partners LLC⁽⁷⁾
Common Stock Warrant	$2.2	05/09/2023		P		228,240		05/09/2023	05/09/2028	Common Stock	228,240⁽²⁾	$0⁽²⁾	228,240	I	By eAperion Partners LLC⁽⁷⁾
Common Stock Warrant	$2.2	05/09/2023		P		190,000		05/09/2023	05/09/2026	Common Stock	190,000⁽³⁾	$0⁽³⁾	190,000	I	By eAperion Partners LLC⁽⁷⁾
Common Stock Warrant	$2.2	05/09/2023		P		455,000		⁽⁴⁾	05/09/2026	Common Stock	455,000	$1,000,000	645,000	I	By NextPlat Corp⁽⁶⁾
Convertible Note	$2.2	05/09/2023		C			$1,255,316.75	09/08/2022	08/31/2027	Common Stock	570,599⁽¹⁾	$0	0	I	By NextPlat Corp⁽⁶⁾
Common Stock Warrant	$2.2	05/09/2023		P		570,599		05/09/2023	05/09/2028	Common Stock	570,599⁽²⁾	$0⁽²⁾	798,839	I	By NextPlat Corp⁽⁶⁾
Convertible Note	$0.03	11/16/2022		C			$10,000,000	11/16/2022	11/16/2025	Common Stock	$10,000,000⁽⁵⁾	⁽⁵⁾	0	I	By NextPlat Corp⁽⁶⁾
Convertible Note	$2.2	11/16/2022		C		$10,000,000		11/16/2022	11/16/2025	Common Stock	$10,000,000⁽⁵⁾	⁽⁵⁾	0	I	By NextPlat Corp⁽⁶⁾

Explanation of Responses:

1. On May 9, 2023, the Reporting Person and NextPlat Corp entered into a Debt Conversion Agreement whereby Issuer issued 228,240 shares of the Issuer's common stock to eAperion Partners LLC, an entity wholly owned by the Reporting Person, and 570,599 shares of the Issuer's common stock to NextPlat Corp upon conversion of the Reporting Person's share of outstanding principal and accrued and unpaid interest of a Secured Promissory Note dated September 2, 2022, at a conversion price of $2.20 per share.

2. Pursuant to the Debt Conversion Agreement dated May 9, 2023, Issuer agreed to issue one warrant for a number of shares equal to the number of conversion shares issued to the Reporting Person. The warrants have a five-year term, are immediately exercisable, and have an exercise price of $2.20.

3. On May 9, 2023, the Reporting Person was issued warrants to purchase 190,000 shares of common stock of the Issuer as an inducement to approve the transaction contemplated by the Securities Purchase Agreement dated May 5, 2023. The warrants have a three-year term, are immediately exercisable, and have an exercise price of $2.20.

4. On May 5, 2023, the Issuer entered into a Securities Purchase Agreement with NextPlat Corp, whereby NextPlat Corp. agreed to purchase 455,000 units of securities, consisting of one share of common stock and one warrant. Each warrant is exercisable at $2.20 per share. The warrants are immediately exercisable and have a term of three years.

5. On May 9, 2023, NextPlat Corp entered into a First Amendment to the Securities Purchase Agreement dated November 16, 2022 (the "Debenture Purchase Agreement"), resulting in the cancellation of the "old" convertible note and the purchase of a replacement convertible note. Pursuant to the Amendment, NextPlat Corp agreed to amend the Debenture Purchase Agreement and the Form of Debenture to increase the conversion price to $2.20 per share. The debentures are convertible at any time, upon NextPlat Corp.'s election, to shares of the Issuer's common stock. No debentures have been purchased to date.

6. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. The Reporting Person is the sole member and managing member of eAperion Partners LLC.

8. Includes 18,261 shares of common stock directly held by the Reporting Person; 45,652 shares of common stock held indirectly by NextPlat Corp., of which the Reporting Person is the Chief Executive Officer; and 11,364 shares of common stock held indirectly by eAperion Partners LLC, of which the Reporting person is the sole member and managing member.

	/s/ Charles M. Fernandez	06/30/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.