NextPlat Corp
For the period ended Apr 6, 2026. Filed Mar 16, 2026.
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Apr 6, 2026 · Filed Mar 16, 2026
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DEF 14A 1 nxpl20260303_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NextPlat Corp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|---|
NextPlat Corp
400 Ansin Blvd, Suite A
Hallandale Beach, FL 33009
(305) 560-5381
To the Stockholders of NextPlat Corp:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of NextPlat Corp (the “Company”). The Special Meeting will be held virtually at 10:00 AM Eastern Daylight Time on March 27, 2026, or at such other time or such other date to which the meeting may be adjourned. The Special Meeting will be a virtual meeting to be held as a listen-only conference call. There will not be a physical meeting location.
We have prepared a proxy statement with detailed information about the matters that will be covered at the Special Meeting. We urge you to read the proxy statement carefully.
If you are a shareholder of record, you can participate and vote your shares in the Special Meeting by visiting www.proxyvote.com and entering the 12-digit control number included on your Proxy Card.
If you own your shares in “street name,” that is, through a brokerage account or in another nominee form, you must provide instructions to the broker or nominee as to how your shares should be voted. Your broker or nominee will usually provide you with the appropriate instruction forms at the time you receive the proxy materials. If you own your shares in this manner, you cannot vote at the Special Meeting unless you receive a proxy to do so from the broker or the nominee.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the virtual Special Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. Only shareholders who held shares at the close of business on the record date, March 2, 2026, may vote at the Special Meeting. As an alternative to voting online during the Special Meeting, you may vote in advance of the Special Meeting, via the Internet, by telephone, or by signing, dating and returning the proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.
We look forward to seeing you virtually on March 27, 2026.
Very truly yours, NextPlat Corp
| By: | /s/ David Phipps |
| David Phipps | |
| Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials
for the Special Stockholder Meeting to be Held on March 27, 2026:
Electronic Copies of the Proxy Statement and our 2024 Annual Report on Form 10-K are available at www.proxyvote.com.
NextPlat Corp
400 Ansin Blvd, Suite A
Hallandale Beach, FL 33009
(305) 560-5381
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 27, 2026
TO THE STOCKHOLDERS OF NEXTPLAT CORP:
NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”) of NextPlat Corp (the “Company”) will be held on March 27, 2026, at 10:00 AM Eastern Daylight Time. The Special Meeting will be a virtual meeting to be held as a listen-only conference call by calling 1-888-700-7702 (toll free) or 1-929-566-8839 (international) or by internet at www.virtualshareholdermeeting.com/NXPL2026SM. There will not be a physical meeting location. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.
At the Special Meeting, the items of business to be voted on are:
| ● | Proposal 1 — Reverse Stock Split Proposal: A proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”) to, at the discretion of our Board of Directors, effect one or more reverse stock splits (the “Reverse Stock Split”) with respect to our issued and outstanding common stock, par value $0.0001 per share (the “common stock”), including any common stock held by the Company as treasury shares, at any time prior to March 27, 2028, at a ratio of 1-for-5 to 1-for-50 (the “Range”) provided that the aggregate splits will not exceed 1-for-50, with the ratio within such Range to be determined at the discretion of our Board of Directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders (such action is referred to herein as the “Reverse Stock Split” and such proposal is referred to herein as the “Reverse Stock Split Proposal” or “Proposal One”); and |
| ● | Proposal 2 — Adjournment Proposal: A proposal to authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal One (the “Adjournment Proposal” or “Proposal Two”). |
Only stockholders of record of the Company at the close of business on March 2, 2026 (the “Record Date”), are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder of record at the Company’s principal executive offices located at 400 Ansin Blvd, Suite A, Hallandale Beach, FL 33009 for a period of ten days prior to the Special Meeting. The list will also be available during the virtual Special Meeting for examination at www.virtualshareholdermeeting.com/NXPL2026SM. The Special Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.
Enclosed is the Proxy Statement containing detailed information concerning the Reverse Stock Split Proposal, Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
Our proxy materials, including the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024, are available electronically at www.proxyvote.com.
YOUR VOTE IS IMPORTANT. Please read the proxy statement and the instructions on the proxy card and then, whether or not you plan to attend the Special Meeting, and no matter how many shares you own, please submit your proxy promptly by telephone or via the Internet, or by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting at the Special Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs. You may revoke your proxy at any time before the vote is taken.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED.
| By Order of the Board of Directors, | |
| NEXTPLAT CORP | |
| /s/ David Phipps | |
| Hallandale Beach, FL | David Phipps |
|---|---|
| March 13, 2026 | Chief Executive Officer |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.