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NextPlat Corp

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

NXPL$8.24+8.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001437749-26-017156

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001437749-26-027772

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 53 previous paragraphs and 77 current paragraphs.

26 unchanged; 23 reworded; 17 added; 4 removed; 0 previous and 11 current paragraphs rearranged.

Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

e-Commerce revenue was consistent at approximately $4.1 million for both the three months ended June 30, 2026 and 2025.

Current report

Pharmacy contract revenue was approximately $2.2 million and $0.9 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately $1.3 million. The increase was attributable to the increase in 340B contract revenue of approximately $0.7 million and the increase in medication fulfillment contract services (secured late in 2025) of approximately $0.6 million. The increase in 340B contract revenue was driven by an increase in our existing 340B contracts of approximately $0.6 million and an increase in new 340B contract revenue of approximately $0.1 million.

Current report

• Selling, general and administrative increased approximately $0.5 million for the three months ended June 30, 2026, when compared to the prior year period, primarily as a result of an increase in professional fees of approximately $0.5 million, which consist of accounting fees, legal fees, and public company expenses.

Current report

Results of Operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 (in thousands):

Current report

Pharmacy contract revenue was approximately $4.1 million and $2.4 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately $1.7 million. The increase was attributable to the increase in 340B contract revenue of approximately $0.4 million and the increase in medication fulfillment contract services (secured late in 2025) of approximately $1.3 million. The increase in 340B contract revenue was driven by an increase in our existing 340B contracts of approximately $0.5 million, which was partially offset by a decrease in new 340B contract revenue of approximately $0.1 million.

Current report

• Selling, general and administrative increased approximately $0.4 million for the six months ended June 30, 2026, when compared to the prior year, primarily as a result of an increase in professional fees of approximately $0.5 million, which consist of accounting fees, legal fees, and public company expenses.

Current report

As described in Note 4 to the Condensed Consolidated Financial Statements, the Company has incurred recurring operating losses and historically generated negative operating cash flows, and these conditions raised substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements. Management has evaluated its plans to mitigate these conditions, which include expanding the Company's long-term care pharmacy operations, increasing 340B contract pharmacy revenue, developing additional institutional medication fulfillment contracts, and implementing identified operational efficiencies. For the six months ended June 30, 2026, operating loss decreased to approximately $1.2 million from $3.9 million and cash used in operating activities decreased to approximately $1.5 million from $3.1 million. As of June 30, 2026, the Company had cash of approximately $11.9 million and $3.8 million of remaining availability under the ATM Program. Based on these results, management's projections of operating results and cash flows for the twelve months following issuance, and the Company's liquidity position, management has concluded that its plans, which are probable of being effectively implemented and probable of mitigating the relevant conditions, alleviate the substantial doubt about the Company's ability to continue as a going concern.

Current report

Subsequent to the period ended June 30, 2026, on July 14, 2026, we entered into a Membership Interest Purchase Agreement (the “Agreement”) with Ron G. Scott (the “Seller”) to acquire 100% of the membership interests in Scott’s Pharmacy, LLC, a community pharmacy in Molino, Florida (the “Target”). We will acquire the Target for $1.5 million in cash, subject to a post-signing inventory adjustment. $50.0 thousand was deposited in escrow as an initial payment, credited at closing. At closing, the Seller receives the balance (subject to inventory adjustment), and $50.0 thousand is held back in escrow for indemnification. For additional information, see Item 1 of Part I, “Notes to Condensed Consolidated Financial Statements – Note 3 – Summary of Significant Accounting Policies.”
Removed paragraphs (4)

Previous report

Pharmacy contract revenue was approximately $1.9 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately $0.4 million. The increase was attributable to the medication fulfillment contract services secured late in 2025. These pharmacy contracted services generate a higher gross margin which contribute to the increase in overall gross profit.

Previous report

Significant reductions in operating expenses were as follows:

Previous report

The Company expects that a portion of the outstanding receivables contributing to the timing-related decreases in cash collections will be collected during the second quarter of 2026; however, the timing of such collections may vary.
Reworded paragraphs (23)

Previous wording

Our net revenues consist of e-Commerce sales of satellite phones, tracking devices, accessories and airtime plans; pharmacy prescription revenues; and pharmacy contract revenues. For the three months ended March 31, 2026, overall revenues were approximately $9.9 million compared to $13.9 million for the three months ended March 31, 2025, a decrease of approximately $4.1 million or 29.2%.

Current wording

Our net revenues consist of e-Commerce sales of satellite phones, tracking devices, accessories and airtime plans; pharmacy prescription revenues; and pharmacy contract revenues. For the three months ended June 30, 2026, overall revenues were approximately $11.9 million compared to $13.2 million for the three months ended June 30, 2025, a decrease of approximately $1.4 million or 10.3%.

Previous wording

• Salaries, wages and payroll taxes were approximately $2.4 million and $2.7 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of approximately $0.3 million or 10.9%. The decrease was attributable to a decrease in executive compensation of approximately $0.2 million and a decrease in total headcount of approximately $0.4 million, offset by an increase in stock-based compensation of approximately $0.3 million. The reduction in headcount was primarily driven by operational efficiencies and strategic workforce realignment within our healthcare operations.

Current wording

• Salaries, wages and payroll taxes were approximately $2.3 million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of approximately $0.3 million or 10.3%. The decrease was attributable to a decrease in executive compensation of approximately $0.1 million and a decrease in total headcount expenses of approximately $0.3 million, partially offset by an increase in stock-based compensation of approximately $0.1 million. The reduction in headcount was primarily driven by operational efficiencies and strategic workforce realignment within our healthcare operations.

Previous wording

• Depreciation and amortization decreased approximately $0.1 million for the three months March 31, 2026, when compared to the prior year period, primarily as a result of certain assets reaching the end of the useful lives.

Current wording

• Depreciation and amortization decreased approximately $0.1 million for the three months ended June 30, 2026, when compared to the prior year period, primarily as a result of certain assets reaching the end of their useful lives.

Previous wording

We recorded net losses of approximately $1.1 million and $1.9 million for the three months ended March 31, 2026 and 2025, respectively. The change in net loss was a result of the factors described above.

Current wording

We recorded net losses of approximately $144.0 thousand and $1.8 million for the three months ended June 30, 2026 and 2025, respectively. The change in net loss was a result of the factors described above.

Previous wording

We recognized overall revenue from operations of approximately $9.9 million and $13.9 million, an overall decrease of approximately $4.1 million, for the three months ended March 31, 2026, when compared to the three months ended March 31, 2025. The decrease in revenue was attributable to the decrease of approximately $4.3 million from Healthcare Operations, which was partially offset by an increase of approximately $0.2 million from e-Commerce Operations.

Current wording

We recognized overall revenue from operations of approximately $21.7 million and $27.2 million, an overall decrease of approximately $5.4 million, for the six months ended June 30, 2026, when compared to the six months ended June 30, 2025. The decrease in revenue was attributable to the decrease of approximately $5.6 million from Healthcare Operations, which was partially offset by an increase of approximately $0.2 million from e-Commerce Operations.

Previous wording

Gross margin increased from approximately 21% for the three months ended March 31, 2025, to approximately 35% for the three months ended March 31, 2026. The increase in gross margin during the first quarter of 2026 compared to the same period in 2025, was attributable to the increase in volume of pharmacy contract revenue in the Healthcare Operations segment. Gross margin for Healthcare Operations increased for the first quarter of 2026 to approximately 39% from 20% when compared to the same period in 2025 and was attributable to new contracted medication fulfillment services as well as the improved drug costing as a result of the Medicare Maximum Fair Price program which began in January 2026. The gross profit margins for e-Commerce Operations slightly increased for the first quarter of 2026 to approximately 25% from 24% when compared to the same period in 2025.

Current wording

Gross margin increased from approximately 21% for the six months ended June 30, 2025, to approximately 37% for the six months ended June 30, 2026. The increase in gross margin during the six months ended June 30, 2026 compared to the same period in 2025 was attributable to the increase in volume of pharmacy contract revenue in the Healthcare Operations segment. Gross margin for Healthcare Operations increased for the six months ended June 30, 2026 to approximately 43% from 20% when compared to the same period in 2025 and was attributable to new contracted medication fulfillment services as well as the improved drug costing as a result of the Medicare Maximum Fair Price program which began in January 2026. The gross profit margins for e-Commerce Operations slightly increased for the six months ended June 30, 2026 to approximately 26% from 25% when compared to the same period in 2025.

Previous wording

Operating loss decreased by approximately $1.0 million for the three months ended March 31, 2026, when compared to the three months ended March 31, 2025, as a result of the decrease in operating expenses of approximately $0.4 million, and the increase in gross profit of approximately $0.6 million. See detailed discussion below.

Current wording

Operating loss decreased by approximately $2.7 million for the six months ended June 30, 2026, when compared to the six months ended June 30, 2025, as a result of the decrease in operating expenses of approximately $0.3 million, and the increase in gross profit of approximately $2.4 million. See detailed discussion below.

Previous wording

e-Commerce revenue was approximately $3.2 million and $3.0 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately $0.2 million primarily due to the increase in airtime sales.

Current wording

e-Commerce revenue was approximately $7.3 million and $7.1 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately $0.2 million primarily due to the increase in airtime sales.

Previous wording

Pharmacy prescription revenue, net was approximately $4.8 million and $9.5 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of approximately $4.7 million. The decrease was primarily driven by lower reimbursement rates of approximately $3.0 million and a reduction in prescription volume of approximately $1.7 million, reflecting the changes in payer reimbursement rates and overall payer mix. Despite the decline in revenue and prescription count, gross margin significantly improved to approximately 16% from approximately 8% in the prior year period. This improvement was driven by higher gross profit per prescription reflecting a shift in dispensing mix and continued margin discipline. Additionally, beginning in the first quarter of 2026, the implementation of the Medicare Maximum Fair Price program impacted reimbursement on certain Medicare prescriptions. As a result, certain prescriptions that were previously dispensed at lower margins in the prior year period generated improved margins under the updated reimbursement framework, contributing to the increase in overall gross profit.

Current wording

Pharmacy prescription revenue, net was approximately $10.4 million and $17.7 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of approximately $7.3 million. The decrease was primarily driven by lower reimbursement rates of approximately $4.5 million and a reduction in prescription volume of approximately $2.8 million, reflecting the changes in payer reimbursement rates and overall payer mix. Despite the decline in revenue and prescription count, gross margin significantly improved to approximately 21% from approximately 9% in the prior year period. This improvement was driven by higher gross profit per prescription reflecting a shift in dispensing mix and continued margin discipline. Additionally, beginning in the first quarter of 2026, the implementation of the Medicare Maximum Fair Price program impacted reimbursement on certain Medicare prescriptions. As a result, certain prescriptions that were previously dispensed at lower margins in the prior year period generated improved margins under the updated reimbursement framework, contributing to the increase in overall gross profit.

Previous wording

Non-operating expense was approximately $29.0 thousand for the three months ended March 31, 2026, compared to non-operating income of approximately $0.2 million for the three months ended March 31, 2025. The change was primarily due to a decrease in interest earned of approximately $0.1 million due to the decrease in cash on hand, and a change in foreign currency rates of approximately $0.1 million.

Current wording

Non-operating income was approximately $2.0 thousand for the six months ended June 30, 2026, compared to approximately $0.2 million for the six months ended June 30, 2025. The change was primarily due to a decrease in interest earned of approximately $0.1 million due to the decrease in cash on hand, and a change in foreign currency rates of approximately $0.3 million.

Previous wording

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of March 31, 2026, we had a cash balance of approximately $11.0 million. Our working capital was approximately $14.2 million at March 31, 2026. Our principal uses of cash include (i) purchases of pharmaceutical inventory and e-Commerce product inventory, (ii) operating expenses, including payroll, professional services, and public company expenses, (iii) technology development and platform investments, and (iv) potential acquisitions and strategic investments. We continue to closely monitor our cash position and operating expenditures. In response to recent trends and in alignment with our long-term strategic goals, we continue to implement a series of cost reduction measures aimed at improving operational efficiency and preserving liquidity. These measures include optimizing our delivery process and renegotiating certain vendor agreements. While we remain committed to investing in key growth initiatives, we are prioritizing financial discipline to ensure we maintain adequate liquidity to support ongoing operations and strategic objectives. In addition, management is exploring various options with respect to strategic alternatives to diversify our business operations, including opportunities in additional services, joint ventures, and other collaborative structures.

Current wording

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of June 30, 2026, we had a cash balance of approximately $11.9 million. Our working capital was approximately $14.2 million at June 30, 2026. Our principal uses of cash include (i) purchases of pharmaceutical inventory and e-Commerce product inventory, (ii) operating expenses, including payroll, professional services, and public company expenses, (iii) technology development and platform investments, and (iv) potential acquisitions and strategic investments. We continue to closely monitor our cash position and operating expenditures. In response to recent trends and in alignment with our long-term strategic goals, we continue to implement a series of cost reduction measures aimed at improving operational efficiency and preserving liquidity. These measures include optimizing our delivery process and renegotiating certain vendor agreements. While we remain committed to investing in key growth initiatives, we are prioritizing financial discipline to ensure we maintain adequate liquidity to support ongoing operations and strategic objectives. In addition, management is exploring various options with respect to strategic alternatives to diversify our business operations, including opportunities in additional services, joint ventures, and other collaborative structures.

Previous wording

On May 13, 2026, we entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, pursuant to which we may offer and sell shares of our common stock, from time to time, having an aggregate offering price of up to $3,738,706, through or to the sales agent(s) acting as our agent or principal (the “ATM Program”).

Current wording

On May 13, 2026, we entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, pursuant to which we may offer and sell shares of our common stock, from time to time, having an aggregate offering price of up to approximately $3.8 million, through or to the sales agent(s) acting as our agent or principal (the “ATM Program”).

Previous wording

Sales of shares of our common stock under the ATM Program, if any, will be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through NASDAQ Stock Market or any other existing trading market for our common stock.

Current wording

Sales of shares of our common stock under the ATM Program, if any, will be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for our common stock.

Previous wording

Net cash used in operating activities totaled approximately $2.6 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively, and changed by approximately $0.5 million period-over-period. The unfavorable change of approximately $0.5 million was primarily attributable to the following:

Current wording

Net cash used in operating activities totaled approximately $1.5 million and $3.1 million for the six months ended June 30, 2026 and 2025, respectively, and changed by approximately $1.6 million period-over-period. The favorable change of approximately $1.6 million was primarily attributable to the following:

Previous wording

• a decrease in cash received from e-Commerce Operations of approximately $1.4 million due to the timing of collections of outstanding receivables;

Current wording

• an increase in cash received from e-Commerce Operations of approximately $0.2 million due to the year-over-year revenue increase and the timing of collections of outstanding receivables;

Previous wording

• a decrease in cash received from Healthcare Operations of approximately $5.5 million due to the year-over-year revenue decrease and the timing of collections of outstanding receivables;

Current wording

• a decrease in cash received from Healthcare Operations of approximately $5.6 million due to the year-over-year revenue decrease and the timing of collections of outstanding receivables;

Previous wording

• a decrease in cash paid for inventory purchases and other costs of revenue of approximately $5.0 million;

Current wording

• a decrease in cash paid for inventory purchases and other costs of revenue of approximately $5.4 million;

Previous wording

• a decrease in cash paid for salaries and related expenses of approximately $0.8 million due to the decrease in executive compensation and decreased headcount;

Current wording

• a decrease in cash paid for salaries and related expenses of approximately $1.2 million due to the decrease in executive compensation and decreased headcount;

Previous wording

• a decrease in cash paid for other recurring operating expenses of approximately $0.4 million due to the timing of payables; and

Current wording

• a decrease in cash paid for other recurring operating expenses of approximately $0.6 million due to the timing of payables; and

Previous wording

• a decrease in cash paid for other non-recurring expenses of approximately $0.2 million due to litigation matters and merger costs in the prior year period.

Current wording

• a decrease in cash paid for other non-recurring expenses of approximately $0.1 million due to litigation matters and merger costs in the prior year period.

Previous wording

There were no cash flows from investing activities for the three months ended March 31, 2026. Net cash used in investing activities for the three months ended March 31, 2025 was approximately $22.0 thousand, primarily attributable to the purchase of vehicles for our Healthcare Operations delivery fleet.

Current wording

There were no cash flows from investing activities for the six months ended June 30, 2026. Net cash provided by investing activities for the six months ended June 30, 2025 was approximately $0.1 million, primarily attributable to the purchase and sales of vehicles for our Healthcare Operations delivery fleet.

Previous wording

Net cash used in financing activities was approximately $0.1 million for both the three months ended March 31, 2026 and 2025 and was attributable to the repayment of notes payable.

Current wording

Net cash used in financing activities was approximately $0.3 million for both the six months ended June 30, 2026 and 2025 and was attributable to the repayment of notes payable.

Previous wording

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

Current wording

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Rearranged current paragraphs (11)

Current report — wording carried from elsewhere

We recognized overall revenue from operations of approximately $11.9 million and $13.2 million, an overall decrease of approximately $1.4 million, for the three months ended June 30, 2026, when compared to the three months ended June 30, 2025. The decrease in revenue was primarily attributable to the decrease of approximately $1.3 million from Healthcare Operations.

Current report — wording carried from elsewhere

Gross margin increased from approximately 22% for the three months ended June 30, 2025, to approximately 40% for the three months ended June 30, 2026. The increase in gross margin during the second quarter of 2026 compared to the same period in 2025 was attributable to the increase in volume of pharmacy contract revenue in the Healthcare Operations segment. Gross margin for Healthcare Operations increased for the second quarter of 2026 to approximately 46% from 20% when compared to the same period in 2025 and was attributable to new contracted medication fulfillment services, the increase in volume of 340B contract pharmacy services, and the improved drug costing as a result of the Medicare Maximum Fair Price program which began in January 2026. The gross profit margins for e-Commerce Operations slightly increased for the second quarter of 2026 to approximately 27% from 26% when compared to the same period in 2025.

Current report — wording carried from elsewhere

Operating loss decreased by approximately $1.7 million for the three months ended June 30, 2026, when compared to the three months ended June 30, 2025, as a result of the increase in gross profit of approximately $1.8 million, partially offset by the increase in operating expenses of approximately $0.1 million. See detailed discussion below.

Current report — wording carried from elsewhere

Pharmacy prescription revenue, net was approximately $5.6 million and $8.2 million for the three months ended June 30, 2026 and 2025, respectively, a decrease of approximately $2.6 million. The decrease was primarily driven by lower reimbursement rates of approximately $1.6 million and a reduction in prescription volume of approximately $1.0 million, reflecting the changes in payer reimbursement rates and overall payer mix. Despite the decline in revenue and prescription count, gross margin significantly improved to approximately 25% from approximately 11% in the prior year period. This improvement was driven by higher gross profit per prescription reflecting a shift in dispensing mix and continued margin discipline. Additionally, beginning in early 2026, the implementation of the Medicare Maximum Fair Price program impacted reimbursement on certain Medicare prescriptions. As a result, certain prescriptions that were previously dispensed at lower margins in the prior year period generated improved margins under the updated reimbursement framework, contributing to the increase in overall gross profit.

Current report — wording carried from elsewhere

Non-operating income was approximately $31.0 thousand for the three months ended June 30, 2026, compared to approximately $71.0 thousand for the three months ended June 30, 2025. The change was primarily due to a decrease in interest earned of approximately $57.0 thousand due to the decrease in cash on hand, and a change in foreign currency rates of approximately $0.1 million.

Current report — wording carried from elsewhere

Our revenues were as follows (in thousands):

Current report — wording carried from elsewhere

Our net revenues consist of e-Commerce sales of satellite phones, tracking devices, accessories and airtime plans; pharmacy prescription revenues; and pharmacy contract revenues. For the six months ended June 30, 2026, overall revenues were approximately $21.7 million compared to $27.2 million for the six months ended June 30, 2025, a decrease of approximately $5.4 million or 20.0%.

Current report — wording carried from elsewhere

Our operating expenses were as follows (in thousands):

Current report — wording carried from elsewhere

• Salaries, wages and payroll taxes were approximately $4.8 million and $5.3 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of approximately $0.5 million or 10.3%. The decrease was attributable to a decrease in executive compensation of approximately $0.2 million and a decrease in total headcount expenses of approximately $0.7 million, partially offset by an increase in stock-based compensation of approximately $0.3 million. The reduction in headcount was primarily driven by operational efficiencies and strategic workforce realignment within our healthcare operations.

Current report — wording carried from elsewhere

• Depreciation and amortization decreased approximately $0.2 million for the six months ended June 30, 2026, when compared to the prior year, primarily as a result of certain assets reaching the end of their useful lives.

Current report — wording carried from elsewhere

We recorded net losses of approximately $1.3 million and $3.7 million for the six months ended June 30, 2026 and 2025, respectively. The change in net loss was a result of the factors described above.