NextPlat Corp
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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Jun 30, 2026 · Filed Aug 14, 2026
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note1. Organization and Nature of Operations
NextPlat Corp is a Nevada corporation (the “Company”, “NextPlat”, “we”) reporting on the Nasdaq Capital Market exchange that has business segments operating in the e-Commerce and Healthcare sectors. It was incorporated in1997 with executive offices located in Hallandale Beach, Florida.
e-Commerce Operations:
The Company operatesthree main e-Commerce websites as well as25 third-party e-Commerce storefronts on platforms such as Alibaba, Amazon, Mercado Libre, and Walmart. These e-Commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. Additionally, we provide a comprehensive array of satellite-enabled communication services and related equipment sales.
Our wholly owned subsidiary, Global Telesat Communications Limited (“GTC”), was formed under the laws of England and Wales in2008. GTC provides e-Commerce and satellite-enabled communication services on a global basis.
Our wholly owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation, was formed on* November 14, 2014.*Orbital Satcom provides e-Commerce and satellite-enabled communication services to customers in the U.S.
Our wholly owned subsidiary, Outfitter Satellite, Inc., a Tennessee corporation (“Outfitter”), was acquired in* April 2024*in a stock purchase transaction. Outfitter provides consumers, commercial and government customers with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.
Florida Sunshine Brands, LLC:
Florida Sunshine Brands, LLC (“Florida Sunshine”) is a Florida limited liability company formed on* December 6, 2023.*Florida Sunshine operates under an operating agreement between NextPlat, with a 51% ownership, and Outer Brands FS, LLC, with a 49% ownership. Florida Sunshine’s main objective is to source and sell vitamins and nutritional supplements.
Healthcare Operations:
The Company’s Healthcare segment operates through a wholly owned entity, Progressive Care LLC (“Progressive”), a Nevada Limited Liability Company, which includes wholly owned subsidiaries, Pharmco, LLC (“Pharmco901”), Touchpoint RX, LLC doing business as Pharmco Rx1002, LLC (“Pharmco1002”), Family Physicians RX, Inc. doing business as PharmcoRx1103 and PharmcoRx1204 (“FPRX” or “Pharmco1103” and “Pharmco1204”) (pharmacy subsidiaries collectively referred to as “Pharmco”), and ClearMetrX Inc. (“ClearMetrX”). ClearMetrX is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers. Pharmco pharmacies deliver prescriptions to Florida’s diverse population and currently hold Florida Community Pharmacy Permits at all Florida pharmacy locations.
Pharmco901 is a pharmacy located in Hallandale Beach, Florida, and is licensed as a non-resident pharmacy in the following states: Arizona, Colorado, Connecticut, Georgia, Minnesota, Nevada, New Jersey, New York, Pennsylvania, Texas, and Utah.
Pharmco1002 is a pharmacy located in Palm Springs, Florida that provides pharmacy services to Palm Beach, St. Lucie and Martin Counties, Florida.
FPRX is a pharmacy with locations in North Miami Beach and Orlando, Florida that provides pharmacy services to Miami-Dade County, Broward County, the Orlando/Tampa corridor, and the Treasure Coast of Florida.
ClearMetrX was formed on* June 10, 2020and providesthird*-party administration (“TPA”) services to340B covered entities. ClearMetrX also provides data analytics and reporting services to support and improve care management for health care organizations.
RXMD Therapeutics was formed on* October 1, 2019.RXMD Therapeutics has hadno* operating activity to date.
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Note2. Basis of Presentation and Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements of the Company are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the2025 Annual Report on Form10-K, for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they donot include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the2025 Form10-K. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated statements of comprehensive loss, balance sheets, statements of equity, and statements of cash flows for such interim periods presented. Additionally, operating results for interim periods arenot necessarily indicative of the results that can be expected for a full year. The year-end balance sheet data for comparative purposes was derived from audited consolidated financial statements.
The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
Correction of Immaterial Misstatement
As previously disclosed in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025,the Company recorded an adjustment to correct an error related to performance bonus revenue in the amount of approximately $0.6 million. Based on an analysis of Accounting Standards Codification (“ASC”)250, Staff Accounting Bulletin (“SAB”)99, and SAB108,* the Company has determined that this error wasnot material to the previously issued interim financial statements for thesix months ended* June 30, 2025.Accordingly, the prior period amounts have been revised in the accompanying Condensed Consolidated Statements of Comprehensive Loss for thesix* months ended* June 30, 2025.*
Reverse Stock Split
On* April 13, 2026,the Company effected a1*-for-10 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split didnot change the par value of the Company’s common stock. Unless the context otherwise requires, all share and per share amounts presented in these unaudited Condensed Consolidated Financial Statements and accompanying notes, including weighted average shares outstanding and equity instruments, have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.
Use of Estimates
In preparing the Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the periods then ended. Actual results* maydiffer significantly from those estimates. Significant estimates made by management include, but arenot* limited to, assumptions used to calculate stock-based compensation, fair value of net assets acquired in business combinations, valuation of common stock warrants and options issued for services, net realizable value and credit loss reserves of accounts receivables and other receivables, the useful lives of property and equipment and intangible assets, assumptions used in determining the potential impairment of long-lived assets, including intangible assets and goodwill, the estimate of the fair value of the lease liability and related right-of-use assets, inventory reserve estimates, and the estimates of the valuation allowance on deferred tax assets and corporate income taxes.
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Note3. Summary of Significant Accounting Policies
The significant accounting policies of the Company were described in Note3 to the Audited Consolidated Financial Statements included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2025*. Other than the following, there have beenno material changes to the Company’s significant accounting policies for thesix months ended* June 30, 2026*. Selected accounting policy disclosures are provided below.
Cash
The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. All cash amounts in excess of $250 thousand, approximately $1.7 million, are uninsured. The Company has a deposit placement agreement for Insured Cash Sweep Service (“ICS”). This service is a secure and convenient way to access FDIC protection on large deposits, earn a return, and enjoy flexibility. The Company believes that the ICS agreement will mitigate its credit risk as it relates to uninsured FDIC amounts in excess of*$250* thousand.
Foreign Currency Translation
The Company’s reporting currency is U.S. Dollars. The accounts ofone of the Company’s subsidiaries, GTC, are maintained using the appropriate local currency, British Pound (“GBP”), as the functional currency. All assets and liabilities are translated into U.S. Dollars at the balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the condensed consolidated statements of comprehensive loss.
The relevant translation rates are as follows:
| As of June 30, 2026 | As of June 30, 2025 | As of December 31, 2025 | |
|---|---|---|---|
| Closing rate $USD to GBP | $1.33 | $1.37 | $1.35 |
| Quarterly average rate $USD to GBP | $1.34 | $1.34 | $1.33 |
| Year-to-date average rate $USD to GBP | $1.30 | $1.30 | $1.32 |
Recent Accounting Pronouncements and Income Tax Legislation
Accounting Pronouncements Recently Adopted
In* December 2025,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2025-12, “Codification Improvements,” which includes numerous amendments across a broad range of Topics to clarify existing guidance, correct errors, and otherwise improve the usability and consistency of the Accounting Standards Codification. Key areas addressed include clarifications to the diluted earnings per share calculation when a loss from continuing operations exists, clarification of disclosure requirements for lease receivables arising from certain leases, revisions to the reference amount for beneficial interests, and other technical improvements. ASU2025*-12 is effective for fiscal years beginning after* December 15, 2026,with early adoption permitted. The Company early adopted ASU2025*-12 and the adoption didnot have a material impact on its condensed consolidated financial statements.
Accounting Pronouncements Issued butnot yet Adopted**
In* December 2025,the FASB issued ASU2025*-11, “Interim Reporting (Topic270): Narrow-Scope Improvements,” which is intended to clarify and improve the guidance in Topic270, Interim Reporting. The amendments clarify the applicability of interim reporting guidance, the types of interim reporting, the form and content of interim financial statements and notes prepared in accordance with U.S. GAAP, and establish a principle for disclosing events and changes since the end of the last annual reporting period that have a material impact on the entity. The amendments arenot intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. ASU2025-11 is effective for interim reporting periods within annual reporting periods beginning after* December 15, 2027,for public business entities, with early adoption permitted. The Company hasnot* yet adopted ASU2025-11 and doesnot expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that donot require adoption until a future date arenot expected to be relevant or have a material impact on the condensed consolidated financial statements upon adoption.
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Subsequent Events
Pharmacy Acquisition
On* July 14, 2026,*Progressive 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”).
The Company will acquire the Target for $1.5 million in cash, subject to a post-signing inventory adjustment. $50.0 thousand will be 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.
Closing is targeted by* September 30, 2026,with aone*-time extension to* October 31, 2026,available upon notice and an additional $50.0 thousand deposit. If closing doesnot* occur by the deadline (as extended), either party* may*terminate, with the Seller retaining the deposit as liquidated damages if the Purchaser is at fault, or returning it if the Seller is at fault.
The Purchaser has a30-day due diligence period to review the Target and* may*terminate only for material issues discovered or the Seller’s failure to provide required information. The Company must also negotiate a lease for the Target’s premises during this period; failure to do so allows termination without penalty.
The Purchase Agreement contains customary representations, warranties, and covenants regarding organization, capitalization, financials, taxes, employees, compliance, and operations. The Seller and the Target must operate in the ordinary course and cooperate on consents and approvals. The Company must pursue regulatory approvals andnot delay closing.
Closing conditions include accuracy of representations, performance of covenants, absence of prohibitions or material adverse effects, required consents, completion of due diligence, and lease arrangements. The Seller’s closing conditions include Purchaser’s performance and payment.
The Seller’s indemnification liability is capped at 10% of the Purchase Price (except for fraud), with $50.0 thousand escrowed for18 months post-closing. The Company also provides reciprocal indemnification. Survival periods for representations and covenants are customary.
At closing, the Seller will enter into athree-year Noncompetition Agreement covering Escambia County, Florida, and deliver customary documents. The Company will deliver the cash consideration and other closing deliverables.
New Operating Lease - Jacksonville, Florida
On* July 24, 2026,FPRX (the “Pharmacy”) entered into a lease agreement with3604* University Blvd South Holdings LLC (the “landlord”) for approximately 1,750 square feet of commercial space located at3604 University Blvd. S., Suite102, Jacksonville, Florida. The Pharmacy intends to use the premises for pharmacy and related support purposes.
The lease has an initial term offive years, commencing* August 1, 2026and expiring July 31, 2031.Base rent is payable monthly on a modified gross basis, beginning at approximately $3.1 thousand per month and increasingthree* percent (3%) on each anniversary of the commencement date. Total undiscounted fixed base rent over the initial five-year term is approximately $0.2 million. The lease provides the Pharmacy withtwo successive options to extend the term forfive years each. Base rent would continue to increasethree percent (3%) annually during any extension term.
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**Note4. Liquidity, Going Concern, and Management’**s Plans
The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring operating losses and historically generated negative operating cash flows. These conditions raised substantial doubt about the Company’s ability to continue as a going concern for thetwelve months following the issuance of these Condensed Consolidated Financial Statements.
Management has evaluated its plans to mitigate these conditions. These plans include expanding the Company’s long-term care pharmacy operations, increasing340B contract pharmacy revenue, developing additional institutional medication fulfillment contracts, and implementing identified operational efficiencies. For thesix 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 thetwelve* 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.
Note5. Revenue
The following tables disaggregate net revenues by major categories (in thousands):
| e-Commerce Operations | Healthcare Operations | Total | |
|---|---|---|---|
| e-Commerce revenue | $4,078 | $— | $4,078 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 5,564 | 5,564 |
| Pharmacy contract revenue | — | 2,239 | 2,239 |
| Revenues, net | $4,078 | $7,803 | $11,881 |
| e-Commerce Operations | Healthcare Operations | Total | |
|---|---|---|---|
| e-Commerce revenue | $4,120 | $— | $4,120 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 8,173 | 8,173 |
| Pharmacy contract revenue | — | 947 | 947 |
| Revenues, net | $4,120 | $9,120 | $13,240 |
| e-Commerce Operations | Healthcare Operations | Total | |
|---|---|---|---|
| e-Commerce revenue | $7,277 | $— | $7,277 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 10,348 | 10,348 |
| Pharmacy contract revenue | — | 4,111 | 4,111 |
| Revenues, net | $7,277 | $14,459 | $21,736 |
| e-Commerce Operations | Healthcare Operations | Total | |
|---|---|---|---|
| e-Commerce revenue | $7,126 | $— | $7,126 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 17,664 | 17,664 |
| Pharmacy contract revenue | — | 2,376 | 2,376 |
| Revenues, net | $7,126 | $20,040 | $27,166 |
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Note6. Earnings (Loss) per Share
Net income (loss) per common share is calculated in accordance with ASC Topic260: Earnings per Share (“ASC260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share doesnot include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. All share and per-share amounts, including weighted average shares outstanding used to compute basic and diluted loss per share, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
The components of basic and diluted EPS were as follows (in thousands, except per share data). For all periods presented, the Company incurred a net loss causing inclusion of any potentially dilutive securities to have an anti-dilutive effect, resulting in diluted loss per common share and basic loss per common share being equivalent.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net loss attributable to common stockholders | $(144) | $(1,789) | $(1,262) | $(3,731) |
| Basic weighted average common shares outstanding | 2,708 | 2,596 | 2,701 | 2,596 |
| Potentially dilutive common shares | — | — | — | — |
| Diluted weighted average common shares outstanding | 2,708 | 2,596 | 2,701 | 2,596 |
| Weighted average loss per common share - basic and diluted | $(0.05) | $(0.69) | $(0.47) | $(1.44) |
| Potentially dilutive common shares excluded from the calculation of diluted weighted average loss per common share: | ||||
| Unvested restricted stock awards | 27 | — | 27 | — |
| Stock options | — | — | — | — |
| Common stock purchase warrants | — | — | — | — |
| 27 | — | 27 | — | |
Note7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Accounts payable | $7,613 | $5,812 |
| Accrued litigation | 1,750 | 1,750 |
| Accrued wages and payroll liabilities | 218 | 340 |
| Accrued other liabilities | 586 | 285 |
| Customer deposits payable | 85 | 78 |
| Total | $10,252 | $8,265 |
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Note8. Notes Payable
Notes payable consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| A. Mortgage note payable - commercial bank - collateralized | $907 | $956 |
| B. Note payable - uncollateralized | 25 | 25 |
| C. Notes payable - collateralized | 36 | 78 |
| Insurance premiums financing | 36 | 233 |
| Subtotal | 1,004 | 1,292 |
| Less: current portion of notes payable | (189) | (416) |
| Long-term portion of notes payable | $815 | $876 |
(A) Mortgage Note Payable – collateralized
In2018, Pharmco closed on the purchase of land and building located at400 Ansin Boulevard, Hallandale Beach, Florida. The purchase price was financed in part through a mortgage note and security agreement entered into with a commercial lender in the amount of $1.5 million. The promissory note is collateralized by the land and building, bears interest at a fixed rate of 4.75% per annum, matures on* December 14, 2028and is subject to a prepayment penalty. Principal and interest will be repaid through 119 regular payments of approximately $11.9 thousand that began in January 2019,with the final payment of all principal and accrued interestnot* yet paid on* December 14, 2028.*Note repayment is guaranteed by Progressive Care.
(B) Note Payable – Uncollateralized
As of* June 30, 2026* the uncollateralized note payable represents a non-interest-bearing loan that is due on demand from an investor.
(C) Notes Payable – Collateralized
On* July 16, 2020 (the “Issue Date”), GTC entered into a Coronavirus Interruption Loan Agreement (“Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of approximately£0.3 million, or USD $0.3 million at an exchange rate of GBP: USD of 1.3533720. The Debenture bears interest beginning July 16, 2021,at a rate of 4.0% per annum over the Bank of England Base Rate (0.1% as of July 16, 2020),payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term ofsix years from the date of drawdown, July 15, 2026,the “Maturity Date”. Thefirst* repayment of approximately£4.2 thousand (exclusive of interest) was made13 months after* July 16, 2020.Voluntary prepayments are allowed with5* business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government. The proceeds from the Debenture were used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. The balance outstanding as of* June 30, 2026* on the note payable was approximately $6.0 thousand.
In* July 2022,Progressive Care entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount of approximately $90.0 thousand. The terms of the promissory note payable require 60 monthly payments of approximately $1.9 thousand, including interest at 8.78% starting January 2023.The balance outstanding on the note payable was approximately $30.0 thousand and $39.0 thousand as of June 30, 2026* and* December 31, 2025*, respectively.
Principal outstanding as of* June 30, 2026*, is expected to be repayable as follows (in thousands):
| Year | Amount |
|---|---|
| 2026 (remaining six months) | $128 |
| 2027 | 123 |
| 2028 | 753 |
| 2029 | — |
| Total | $1,004 |
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**Note9. **Equity
Stock-based compensation expense is recorded in salaries, wages and payroll taxes expense in the Condensed Consolidated Statements of Comprehensive Loss. For thesix months ended* June 30, 2026and2025*, stock-based compensation expense was approximately $0.3 million and $11.0 thousand, respectively. There wereno income tax benefits recognized from stock-based compensation during thesix months ended* June 30, 2026and2025* due to cumulative losses and valuation allowances.
During thethree months ended* June 30, 2026,*57,868 stock options expired unexercised. The options had a weighted average exercise price of $21.96.No compensation expense adjustment was required as the awards were fully vested.
Preferred Stock
We have authorized 3,333,333 shares of $0.0001 par value of preferred stock. As of* June 30, 2026* and* December 31, 2025* there wereno shares of preferred stock issued and outstanding.
Common Stock
We have authorized 50,000,000 shares of $0.0001 par value common stock. As of* June 30, 2026* and* December 31, 2025*,2,713,222 and 2,676,788 shares of common stock, respectively, were issued and outstanding.
At-the-Market Offering Program
On* May 13, 2026,the Company entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, pursuant to which the Company may*offer and sell shares of its 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 the agent or principal (the “ATM Program”).
Sales of shares of the Company’s 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 Rule415(a)(4) under the Securities Act of1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Company’s common stock. As of* June 30, 2026,*no shares have been sold under the ATM Program.
Treasury Stock
Treasury stock represents shares of the Company’s common stock that have been issued and subsequently repurchased by the Company and that havenot been retired or cancelled. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of Total Equity on the Condensed Consolidated Balance Sheets. The Company accounts for the reissuance of treasury stock using the average cost method. The Company didnot reissue or retire any shares of treasury stock during thesix months ended* June 30, 2026*.
Listing on the Nasdaq Capital Market
Our common stock is traded on the Nasdaq Capital Market under the symbol “NXPL”.
Note10. Related Party Transactions
The Company uses an American Express account for Orbital Satcom Corp and an American Express account for GTC, both in the name of the Company’s Chief Executive Officer and President, who personally guarantees the balance owed. As of* June 30, 2026*, the amount payable due to related party includes amounts due to the Company’s Chief Executive Officer and President. Total related party payments due as of* June 30, 2026* and* December 31, 2025* were approximately $20.8 thousand and $11.0 thousand, respectively, and recorded within Other current liabilities on the Condensed Consolidated Balance Sheets. Those related party payables are non-interest bearing and due on demand.
During thesix months ended* June 30, 2026*, the Company employed and paid wages toone employee related to the Company’s Chief Executive Officer andone employee related to the Company’s Chief Financial Officer.
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Note11. Commitments and Contingencies
Litigation
On* October 28, 2024,Alan Jay Weisberg, the former Chief Executive Officer and Chairman of Progressive Care Inc. (“RXMD”), filed a putative class action suit on behalf of himself and all other former RXMD stockholders against NextPlat, Charles M. Fernandez, the former Chief Executive Officer and Executive Chairman of NextPlat, and Rodney Barreto, a director of NextPlat. The complaint purports to allege a breach of fiduciary duty by NextPlat and Messrs. Fernandez and Barreto in connection with the merger of RXMD with and into a wholly owned subsidiary of NextPlat (the “Merger”), which Merger was completed on October 1, 2024following approval by the stockholders of each of NextPlat and RXMD in stockholder meetings held on September 13, 2024by NextPlat and RXMD, respectively. Among other things, the complaint asserts that the consideration paid to Mr. Weisberg and the other RXMD stockholders in connection with the Merger was insufficient. The monetary relief requested in the complaint includes compensatory and rescissory damages in an unspecified dollar amount. The complaint is pending in the Court of Chancery of the State of Delaware. The caption is Alan Jay Weisberg v. Charles M. Fernandez, Rodney Barreto and NextPlat Corp.,* and the case number is C.A.No. 20. 24-1097-MTZ.
The Company believes the claims asserted in the action are without merit and intends to continue to vigorously defend against the lawsuit. The Company filed a motion to dismiss the complaint, which was denied by the court on* December 3, 2025.Although the parties have engaged in discussions regarding a potential resolution of the matter,no agreement has been reached and there can beno* assurance that the matter will be resolved on acceptable terms or at all. Based on currently available information and after consultation with legal counsel, management determined that a loss associated with this matter is probable and reasonably estimable in accordance with applicable accounting guidance. Accordingly, as of* June 30, 2026,*the Company has maintained an accrual of approximately $1.75 million, which represents management’s current estimate of loss exposure and corresponds to the Company’s applicable insurance retention under its directors’ and officers’ liability insurance coverage. The ultimate outcome of the matter remains uncertain, and the actual loss could differ materially from the amount accrued. Any such difference could have a material effect on the Company’s consolidated financial condition, results of operations, or cash flows in the period in which the matter is resolved.
From time to time, the Company* maybecome involved in litigation relating to claims arising out of our operations in the normal course of business. Other than the matter described above, the Company isnot* currently involved in any pending legal proceeding or litigation, and to the best of our knowledge,no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results.
Liquidated Damages - Registration Rights Agreement
During thethree months ended* June 30, 2026,the Company accrued an expense included in selling, general and administrative expenses of approximately $0.4 million in connection with liquidated damages obligations pursuant to the Registration Rights Agreement dated December 8, 2022.The expense represents the maximum aggregated liquidated damages payable to eligible investors in the Company’s December 2022private placement offering arising from the lapse of the Company’s Form S-3 Registration Statement. The Company notified all eligible investors of their entitlements and requested each investor to elect to receive payment or waive their entitlement. As of June 30, 2026,*the balance of the accrual was approximately $0.3 million. As of the date of this filing, the Company has paid an aggregate of approximately $0.4 million to investors who elected to receive payment.
Note12. Leases
During thesix months ended* June 30, 2026,the Company modified a certain operating lease related to its Orlando pharmacy location. The modification primarily extended the lease term for 60 months, expiring January 2031,and revised the monthly lease payments to approximately $8.9 thousand beginning in February 2026,with an escalating payment schedule each year thereafter. The modification wasnot* accounted for as a separate contract and resulted in the remeasurement of the related operating lease liability using an incremental borrowing rate of 4.75%.
At the time of modification, the Company recorded an increase of approximately $0.5 million and $0.5 million to operating lease right-of-use assets and operating lease liabilities, respectively. The modification materially changed the Company’s future lease payment obligations, and the lease maturity schedule below has been updated as of* June 30, 2026.The weighted average remaining lease term as of June 30, 2026*was 3.81 years and the weighted average discount rate was 5%.
| Years Ending December 31, | Total Future Operating Lease Commitments |
|---|---|
| 2026 (remaining six months) | $129 |
| 2027 | 146 |
| 2028 | 113 |
| 2029 | 117 |
| 2030 | 120 |
| Thereafter | 10 |
| Total lease payments to be paid | 635 |
| Less: future interest expense | (59) |
| Lease liabilities | 576 |
| Less: current maturities | (186) |
| Long-term portion of lease liabilities | $390 |
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Note13. Reportable Segments
The Company hastwo reportable segments: (i) e-Commerce Operations, which involves acquiring and leasing, primarily an e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue, and other related businesses and (ii) Healthcare Operations, which provides TPA, data management, prescription pharmaceuticals, compounded medications, telepharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities and contracted fulfillment facilities, medication adherence packaging, contracted pharmacy services for340B covered entities under the340B Drug Discount Pricing Program, and health practice risk management. This organizational structure aligns with how the Company’s CODMs manage the business, including resource allocation and performance assessment, and further aligns with the Company’s product categories and the key markets the Company serves.
The CODMs include the Company’s Chief Executive Officer and Chief Financial Officer.
The CODMs evaluate segment performance based on several factors, including Operating profit or loss, as a measure of operating segment performance which excludes the impact of Corporate overhead expenses. Corporate overhead expenses consist of executive compensation, stock-based compensation, public company expenses, and depreciation. The CODMs donot review segment assets at a level different than what is reported in the Company’s Condensed Consolidated Balance Sheets. While the Company believes there are synergies between thetwo business segments, the segments are managed separately because each requires different business strategies. Accounting policies associated with our operating segments are generally the same as those described in Note1 to our Annual Report on Form10-K for the year ended* December 31, 2025.*
The following tables present a summary of the reportable segments (in thousands):
| For the Three Months Ended June 30, 2026 | e-Commerce Operations | Healthcare Operations | Total |
|---|---|---|---|
| e-Commerce revenue | $4,078 | $— | $4,078 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 5,564 | 5,564 |
| Pharmacy contract revenue | — | 2,239 | 2,239 |
| Revenues, net | 4,078 | 7,803 | 11,881 |
| Segment expenses: | |||
| Cost of revenue | 2,997 | 4,190 | 7,187 |
| Selling, general and administrative | 500 | 930 | 1,430 |
| Salaries, wages and payroll taxes | 343 | 1,638 | 1,981 |
| Depreciation and amortization | 12 | 35 | 47 |
| Intangible asset amortization | 26 | — | 26 |
| Total segment expenses | 3,878 | 6,793 | 10,671 |
| Segment operating income | $200 | $1,010 | 1,210 |
| Corporate overhead expenses | 1,337 | ||
| Non-operating income | (31) | ||
| Loss before income taxes | (96) | ||
| Income taxes | (48) | ||
| Net loss | $(144) | ||
| For the Three Months Ended June 30, 2025 | e-Commerce Operations | Healthcare Operations | Total |
|---|---|---|---|
| e-Commerce revenue | $4,120 | $— | $4,120 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 8,173 | 8,173 |
| Pharmacy contract revenue | — | 947 | 947 |
| Revenues, net | 4,120 | 9,120 | 13,240 |
| Segment expenses: | |||
| Cost of revenue | 3,051 | 7,306 | 10,357 |
| Selling, general and administrative | 527 | 928 | 1,455 |
| Salaries, wages and payroll taxes | 366 | 1,948 | 2,314 |
| Depreciation and amortization | 63 | 75 | 138 |
| Intangible asset amortization | 25 | — | 25 |
| Total segment expenses | 4,032 | 10,257 | 14,289 |
| Segment operating income (loss) | $88 | $(1,137) | (1,049) |
| Corporate overhead expenses | 780 | ||
| Non-operating income | (71) | ||
| Loss before income taxes | (1,758) | ||
| Income taxes | (31) | ||
| Net loss | $(1,789) | ||
15
| For the Six Months Ended June 30, 2026 | e-Commerce Operations | Healthcare Operations | Total |
|---|---|---|---|
| e-Commerce revenue | $7,277 | $— | $7,277 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 10,348 | 10,348 |
| Pharmacy contract revenue | — | 4,111 | 4,111 |
| Revenues, net | 7,277 | 14,459 | 21,736 |
| Segment expenses: | |||
| Cost of revenue | 5,391 | 8,239 | 13,630 |
| Selling, general and administrative | 974 | 1,883 | 2,857 |
| Salaries, wages and payroll taxes | 720 | 3,225 | 3,945 |
| Depreciation and amortization | 25 | 78 | 103 |
| Intangible asset amortization | 51 | — | 51 |
| Total segment expenses | 7,161 | 13,425 | 20,586 |
| Segment operating income | $116 | $1,034 | 1,150 |
| Corporate overhead expenses | 2,380 | ||
| Non-operating income | (2) | ||
| Loss before income taxes | (1,228) | ||
| Income taxes | (48) | ||
| Net loss | $(1,276) | ||
| For the Six Months Ended June 30, 2025 | e-Commerce Operations | Healthcare Operations | Total |
|---|---|---|---|
| e-Commerce revenue | $7,126 | $— | $7,126 |
| Pharmacy prescription and other revenue, net of PBM fees | — | 17,664 | 17,664 |
| Pharmacy contract revenue | — | 2,376 | 2,376 |
| Revenues, net | 7,126 | 20,040 | 27,166 |
| Segment expenses: | |||
| Cost of revenue | 5,332 | 16,087 | 21,419 |
| Selling, general and administrative | 982 | 1,847 | 2,829 |
| Salaries, wages and payroll taxes | 701 | 4,027 | 4,728 |
| Depreciation and amortization | 127 | 163 | 290 |
| Intangible asset amortization | 51 | — | 51 |
| Total segment expenses | 7,193 | 22,124 | 29,317 |
| Segment operating loss | $(67) | $(2,084) | (2,151) |
| Corporate overhead expenses | 1,762 | ||
| Non-operating income | (222) | ||
| Loss before income taxes | (3,691) | ||
| Income taxes | (40) | ||
| Net loss | $(3,731) | ||
| e-Commerce Operations | Healthcare Operations | Total | |
|---|---|---|---|
| Total assets as of June 30, 2026 | $14,230 | $14,442 | $28,672 |
| Total assets as of December 31, 2025 | $12,748 | $14,717 | $27,465 |
16
Note14. Concentrations
e-Commerce operations concentrations:
Customers:
Amazon accounted for approximately 30% and 31% of the revenues for the e-Commerce Operations reportable segment during thesix months ended* June 30, 2026and2025*, respectively.No other customer accounted for10% or more of the e-Commerce Operations reportable segment revenues for either period.
Suppliers:
The following table sets forth information as to each supplier that accounted for10% or more of the purchases related to e-Commerce Operations for thethree andsix months ended* June 30, 2026and2025* (in thousands):
| For the Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Amount | % of Total Purchases | Amount | % of Total Purchases | |
| Iridium Satellite | $1,021 | 30% | $591 | 29% |
| Globalstar | $452 | 13% | $403 | 16% |
| Garmin | $404 | 12% | $— | —% |
| For the Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Amount | % of Total Purchases | Amount | % of Total Purchases | |
| Iridium Satellite | $1,921 | 30% | 1,388 | 24% |
| Garmin | $773 | 12% | 839 | 14% |
| Globalstar | $643 | 10% | 619 | 11% |
Geographic:
The following table sets forth revenue as to each geographic location (in thousands):
| For the Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Amount | % of Total | Amount | % of Total | |
| Europe | $2,309 | 57% | $1,993 | 48% |
| North America | 1,002 | 25% | 1,284 | 31% |
| Asia and Pacific | 514 | 13% | 641 | 16% |
| Africa | 241 | 5% | 188 | 5% |
| South America | 12 | nm | 14 | nm |
| $4,078 | 100% | $4,120 | 100% | |
| For the Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Amount | % of Total | Amount | % of Total | |
| Europe | $3,830 | 53% | $3,499 | 49% |
| North America | 2,206 | 30% | 2,339 | 33% |
| Asia and Pacific | 927 | 13% | 1,032 | 14% |
| Africa | 282 | 4% | 234 | 4% |
| South America | 32 | nm | 22 | nm |
| $7,277 | 100% | $7,126 | 100% | |
17
Healthcare operations concentrations:
Suppliers:
Progressive Care had significant concentrations withone vendor, McKesson. The purchases from this significant vendor were approximately 99% of total vendor purchases for thesix months ended* June 30, 2026*.
Customers:
Progressive Care’s trade receivables are primarily from prescription medications billed to various insurance providers. Ultimately, the insured is responsible for payment should the insurance companynot reimburse Progressive Care.
Reimbursements from the topthree significant PBMs were as follows:
| A | 46% |
|---|---|
| B | 13% |
| C | 11% |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.