UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Progressive
Care Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
74332G108
(CUSIP
Number)*
Charles
M. Fernandez
NextPlat
Corp
3250
Mary St., Suite 410
Coconut
Grove, FL 33133
(305)
560-5355
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
8, 2022
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
1 of 8 Pages |
|
1 |
NAME
OF REPORTING PERSONS
NextPlat
Corp.
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☒
|
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS
WC
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
669,801,862(1)
|
|
8 |
SHARED
VOTING POWER
725,643,351(2)
|
|
9 |
SOLE
DISPOSITIVE POWER
669,801,862(1)
|
|
10 |
SHARED
DISPOSITIVE POWER
725,643,351(2)
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
669,801,862
shares of common stock(1)
|
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5(a))
57%(3)
|
|
14 |
TYPE
OF REPORTING PERSON
CO
|
(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.
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
2 of 8 Pages |
|
1 |
NAME
OF REPORTING PERSONS
Charles
M. Fernandez
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☒
|
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS
PF
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |
☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
27,920,745(1)
|
|
8 |
SHARED
VOTING POWER
697,722,606(2)
|
|
9 |
SOLE
DISPOSITIVE POWER
27,920,745
(1)
|
|
10 |
SHARED
DISPOSITIVE POWER
697,722,606(2)
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
27,920,745
(1)
|
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5(a))
2%(3)
|
|
14 |
TYPE
OF REPORTING PERSON
IN
|
(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.
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
3 of 8 Pages |
|
1 |
NAME
OF REPORTING PERSONS
Rodney
Barreto
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☒
|
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS
PF
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |
☐ |
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
27,920,745
(1)
|
|
8 |
SHARED
VOTING POWER
697,722,606(2)
|
|
9 |
SOLE
DISPOSITIVE POWER
27,920,745(1)
|
|
10 |
SHARED
DISPOSITIVE POWER
697,722,606(2)
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
27,920,745
(1)
|
|
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5(a))
2%(3)
|
|
14 |
TYPE
OF REPORTING PERSON
IN
|
(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.
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
4 of 8 Pages |
|
|
Item
1. |
Security
and Issuer. |
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.
|
|
Item
2. |
Identity
and Background. |
(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).
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
5 of 8 Pages |
(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.
|
|
Item
3. |
Source
and Amount of Funds or Other Consideration. |
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.
|
|
Item
4. |
Purpose
of Transaction.
|
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.
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
6 of 8 Pages |
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.
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
7 of 8 Pages |
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.
|
|
Item
5. |
Interest
in Securities of the Issuer. |
(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.
|
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer. |
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.
|
Item
7. |
Material
to be Filed as Exhibits. |
| |
|
|
1 |
Securities
Purchase Agreement, dated August 30, 2022, among Progressive Care
and the Company* |
| |
|
| 2 |
Debt
Modification Agreement, dated August 30, 2022, among Progressive
Care, the Company, Charles M. Fernandez, Rodney Barreto, Daniyel
Erdberg, and Sixth Borough Capital Fund, LP* |
| |
|
| 3 |
Confidential
Note Purchase Agreement, dated August 30, 2022, among the Company,
Progressive Care, Iliad Research and Trading, L.P., PharmCo,
L.L.C., Charles M. Fernandez, Rodney Barreto, Daniyel Erdberg, and
Sixth Borough Capital Fund, LP |
| |
|
| 4 |
Joint
Filing Agreement, dated as of September 8, 2022, among the
Reporting Persons* |
| |
|
|
*
Filed herewith. |
|
CUSIP
No. 74332G108 |
SCHEDULE
13D |
Page
8 of 8 Pages |
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.
| |
Date:
September 8, 2022 |
|
|
| |
NextPlat
Corp. |
|
|
|
|
By: |
/s/ Charles M. Fernandez |
| |
Name: |
Charles M. Fernandez
|
| |
Title: |
Chairman
and Chief Executive Officer |
| |
|
| |
/s/ Charles M. Fernandez |
| |
Charles
M. Fernandez |
| |
|
| |
/s/
Rodney Barreto |
| |
Rodney
Barreto |
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