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What changed in NextPlat Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NextPlat Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+271 added−715 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-24)

Top changes in NextPlat Corp's 2025 10-K

271 paragraphs added · 715 removed · 95 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

50 edited+23 added−13 removed108 unchanged
Biggest changeOur Competitive Strengths We believe that the following strengths contribute to our success: ● Our global presence enables us to compete in various markets around the world, with our multi-lingual personnel allowing us to respond to global customer inquiries with 24/7/365 customer support. ● Our significant expertise in global e-commerce sales allows us to maintain a competitive advantage over traditional methods of purchase through “brick and mortar” stores. ● Our significant levels of inventory stored in fulfillment centers around the world enable us to quickly secure customer orders against competitors who may not hold available inventory. ● Economies of scale of a leading provider of MSS product allows us to offer competitive prices for our products. ● Long-term contracts and experience with Globalstar allow us to compete competitively on satellite tracking opportunities. ● A diverse customer base with no single customer representing more than 3.0% of our annual gross e-Commerce sales revenue, and no single country representing more than 33% of our gross annual sales revenue as of December 31, 2024.
Biggest changeOur significant expertise in global e-commerce sales allows us to maintain a competitive advantage over traditional methods of purchase through “brick and mortar” stores. Additionally, our significant levels of inventory stored in fulfillment centers around the world enable us to quickly secure customer orders against competitors who may not hold available inventory.
Competition to our Healthcare Operations Business Our Competitive Strengths We believe we are well positioned to continue to increase our market share based on the following competitive strengths: Adding value to all constituents . The value we deliver to all constituents is based upon our thousands of daily patient interactions.
Competition to our Healthcare Operations Business Competitive Strengths We believe we are well positioned to continue to increase our market share based on the following competitive strengths: Adding value to all constituents : The value we deliver to all constituents is based upon our thousands of daily patient interactions.
Some of the larger states in terms of population that have had the OIG review such laws include California, Florida, Illinois, Indiana, Massachusetts, Michigan, Nevada, Tennessee and Texas. We operate in several of these states and submit claims for Medicaid reimbursement to the respective state Medicaid agency. This legislation has led to increased auditing activities by state healthcare regulators.
Some of the larger states in terms of population that have had the OIG review such laws include California, Florida, Indiana, Massachusetts, Michigan, Nevada, Tennessee and Texas. We operate in several of these states and submit claims for Medicaid reimbursement to the respective state Medicaid agency. This legislation has led to increased auditing activities by state healthcare regulators.
We will also recruit experienced government sales professionals to assist with this plan. We plan to become an approved seller on the US Government’s GSA Schedule, which gives federal, and in some cases state and local buyers, access to a great number of commercial products and services at negotiated ceiling prices.
We will also recruit experienced government sales professionals to assist with this plan. We plan to become an approved seller on the US Government’s GSA Schedule (“Schedule”), which gives federal, and in some cases state and local buyers, access to a great number of commercial products and services at negotiated ceiling prices.
Products and Services We enhance patient adherence to complex drug regimens, collect and report data, and ensure effective dispensing of medications to support the needs of patients, providers, and payors. Our patient and provider support services ensure appropriate drug initiation, facilitate patient compliance and adherence, and capture important information regarding safety and effectiveness of the medications that we dispense.
Healthcare Products and Services We enhance patient adherence to complex drug regimens, collect and report data, and ensure effective dispensing of medications to support the needs of patients, providers, and payors. Our patient and provider support services ensure appropriate drug initiation, facilitate patient compliance and adherence, and capture important information regarding safety and effectiveness of the medications that we dispense.
Asset location reports including position, speed, altitude, heading and past location and movement history reports for a wide range of tracking devices and other products sold by us are available through GTCTrack. 4 Table of Contents Online Storefronts and e-Commerce Platforms We operate two e-Commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which targets customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and the rest of the world.
Asset location reports including position, speed, altitude, heading and past location and movement history reports for a wide range of tracking devices and other products sold by us are available through GTCTrack. 4 Table of Contents Online Storefronts and e-Commerce Platforms We operate three e-Commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which targets customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and the rest of the world.
Management understands the importance of anti-kickback laws and has helped structure our operations in a manner believed to be compliant with these laws. The Stark Laws .
Management understands the importance of anti-kickback laws and has helped structure our operations in a manner believed to be compliant with these laws. The Stark Law .
If our pharmacy locations become subject to additional licensure requirements, are unable to maintain their required licenses or if states place burdensome restrictions or limitations on pharmacies, our ability to operate in the state would be limited, which could have an adverse impact on our business. 11 Table of Contents Other Laws Affecting Pharmacy Operations .
If our pharmacy locations become subject to additional licensure requirements, are unable to maintain their required licenses or if states place burdensome restrictions or limitations on pharmacies, our ability to operate in the state would be limited, which could have an adverse impact on our business. 12 Table of Contents Other Laws Affecting Pharmacy Operations .
We have maintained a relationship with a primary supplier that accounted for 98% of pharmaceutical purchases for the year ended December 31, 2024, and several supplementary suppliers. Our primary supplier for the years ended December 31, 2024 and 2023 was McKesson. The loss of a supplier could adversely affect our business if alternate sources of drug supply are unavailable.
We have maintained a relationship with a primary supplier that accounted for 98% of pharmaceutical purchases for the year ended December 31, 2025, and several supplementary suppliers. Our primary supplier for the years ended December 31, 2025 and 2024 was McKesson. The loss of a supplier could adversely affect our business if alternate sources of drug supply are unavailable.
For the year ended December 31, 2024, per EQuIPP®, a performance information management tool that provides standardized, benchmarked data to help shape strategies and guide medication-related performance improvement, our performance score was Five Stars, ranking our pharmacy among the top pharmacies in the U.S.
For the year ended December 31, 2025, per EQuIPP®, a performance information management tool that provides standardized, benchmarked data to help shape strategies and guide medication-related performance improvement, our performance score was Five Stars, ranking our pharmacy among the top pharmacies in the U.S.
The requirements imposed by HIPAA have increased our burden and costs of regulatory compliance, altered our reporting to Plan Sponsors and reduced the amount of information we can use or disclose if members do not authorize such uses or disclosures. 13 Table of Contents Medicare Part D .
The requirements imposed by HIPAA have increased our burden and costs of regulatory compliance, altered our reporting to Plan Sponsors and reduced the amount of information we can use or disclose if members do not authorize such uses or disclosures. 14 Table of Contents Medicare Part D .
Because of such advantageous pricing, we may be less price competitive than some of these competitors with respect to certain pharmaceutical products. 10 Table of Contents Intellectual Property Our success and ability to compete depends in part on our ability to maintain our trade secrets.
Because of such advantageous pricing, we may be less price competitive than some of these competitors with respect to certain pharmaceutical products. 11 Table of Contents Intellectual Property Our success and ability to compete depends in part on our ability to maintain our trade secrets.
A violation of specific laws and regulations could result in the imposition of fines and penalties, and the termination of any contracts, or the inability to bid on future contracts. We intend our Orbital Satcom subsidiary to become qualified as a government contractor.
A violation of specific laws and regulations could result in the imposition of fines and penalties, and the termination of any contracts, or the inability to bid on future contracts. We intend Orbital Satcom to become qualified as a government contractor.
Noncompliance with the Stark Law could adversely affect our financial results and operations. 12 Table of Contents Statutes Prohibiting False Claims and Fraudulent Billing Activities . A range of federal civil and criminal laws target false claims and fraudulent billing activities.
Noncompliance with the Stark Law could adversely affect our financial results and operations. 13 Table of Contents Statutes Prohibiting False Claims and Fraudulent Billing Activities . A range of federal civil and criminal laws target false claims and fraudulent billing activities.
This process is increasingly aided by new software and technology that facilitates the examination of large volumes of data to detect hidden information. A key objective within organizations with access to large data collections is to harness the most relevant data and use it to optimize decision making.
This process is increasingly aided by new software and technology that facilitates the examination of large volumes of data to detect hidden information. 8 Table of Contents A key objective within organizations with access to large data collections is to harness the most relevant data and use it to optimize decision making.
Data management services will become an increasing driver of growth and development for us with its higher margins and diverse monetization pathways. Invest in Sales and Marketing . Our pharmacies are based in South Florida and will continue to grow our dispensing operations throughout the state, and there are opportunities to expand geographically throughout the rest of the country.
Data management services will become an increasing driver of growth and development for us with its higher margins and diverse monetization pathways. 9 Table of Contents Invest in Sales and Marketing : Our pharmacies are based in Florida and will continue to grow our dispensing operations throughout the state, and there are opportunities to expand geographically throughout the rest of the country.
The contents of our website or any other website are not incorporated by reference into this Annual Report on Form 10-K. 16 Table of Contents
The contents of our website or any other website are not incorporated by reference into this Annual Report on Form 10-K. 17 Table of Contents
Higher margin recurring service revenue from the sale of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue, and we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans.
We generate revenue from both the provision of services and the sale of equipment. Higher margin recurring service revenue from the sale of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue, and we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans.
Pharmco provides prescription pharmaceuticals, compounded medications, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities, contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program, and health practice risk management.
(“ClearMetrX”). Pharmco provides prescription pharmaceuticals, compounded medications, anti-retroviral and other specialty medications, medication therapy management, the supply of prescription medications to long-term care facilities, contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program, medication fulfillment services for contracted government facilities, and health practice risk management.
In addition to our two main e-Commerce websites, we make portable satellite voice, data and tracking solutions easier to find and buy online through our various third-party e-Commerce storefronts such as Alibaba, Amazon, OnBuy and Walmart. We currently operate 25 storefronts across various countries on 5 continents.
In addition to our three main e-Commerce websites, we make portable satellite voice, data and tracking solutions easier to find and buy online through our various third-party e-Commerce storefronts such as Alibaba, Amazon, Mercado Libre, OnBuy and Walmart. We currently operate 25 storefronts across various countries on five continents.
We expect to incur additional losses prior to recording sufficient revenue from our operations as a result of the costs associated with expanding and seeking additional sources of revenue to our current revenue base. 15 Table of Contents Corporate Information NextPlat Corp, formerly Orbsat Corp, is a Nevada corporation and was originally incorporated in Florida in 1997.
We expect to incur additional losses prior to recording sufficient revenue from our operations as a result of the costs associated with maintaining public company status as well as expanding and seeking additional sources of revenue to our current revenue base. 16 Table of Contents Corporate Information NextPlat Corp, formerly Orbsat Corp, is a Nevada corporation and was originally incorporated in Florida in 1997.
New and innovative drugs will improve quality of life and control healthcare costs. In light of accelerating usage of mail order and delivery-based services, both before and after the global COVID-19 pandemic, we believe the market for personalized and convenient care access is increasing. We have provided same-day and next-day home delivery services since the beginning of our operations.
New and innovative drugs will improve quality of life and control healthcare costs. In light of accelerating usage of mail order and delivery-based services, we believe the market for personalized and convenient care access is increasing. We have provided same-day and next-day home delivery services since the beginning of our operations.
Our headquarters and principal executive offices are located at 3250 Mary St., Suite 410, Coconut Grove, FL 33133. Our telephone number is (305) 560-5381, and our corporate website is www.nextplat.com . Available Information We file annual, quarterly and current reports, proxy statements and other information with the SEC.
Our headquarters and principal executive offices are located at 400 Ansin Blvd, Suite A, Hallandale Beach, FL 33009. Our telephone number is (305) 560-5381 and our corporate website is www.nextplat.com . Available Information We file annual, quarterly and current reports, proxy statements and other information with the SEC.
Payors : We manage prescription regimens for chronically ill populations and help payors, including health insurance plans and PBMs, reduce costs through patient care management, reduction in readmission rates, decreased acute care spending for chronic care conditions, formulary compliance, and implementation of lowest cost-effective alternative therapies. 8 Table of Contents Virtual Healthcare Services and Healthcare Technologies Virtual healthcare services, such as Telehealth, are a growing segment of the healthcare sector.
Payors : We manage prescription regimens for chronically ill populations and help payors, including health insurance plans and PBMs, reduce costs through patient care management, reduction in readmission rates, decreased acute care spending for chronic care conditions, formulary compliance, and implementation of lowest cost-effective alternative therapies.
Our Amazon online marketplaces represented approximately 32.8% and 51.6% of total sales for the years ended December 31, 2024, and 2023, respectively, and we anticipate that these marketplaces will continue to represent a significant portion of our sales for the foreseeable future.
Our Amazon online marketplaces represented approximately 31% and 33% of e-Commerce revenue for the years ended December 31, 2025, and 2024, respectively, and we anticipate that these marketplaces will continue to represent a significant portion of our revenue for the foreseeable future.
It involves remotely exchanging patient data between locations for the purposes of obtaining assistance in monitoring and diagnosing. Telehealth allows the healthcare practitioner to easily offer their services on consultation, care management, diagnosis, and self-management services using information and communication technologies. These services are being offered through various modes of delivery, such as on-premises, web-based, and cloud-based delivery.
Telehealth allows the healthcare practitioner to easily offer their services on consultation, care management, diagnosis, and self-management services using information and communication technologies. These services are being offered through various modes of delivery, such as on-premises, web-based, and cloud-based delivery.
We offer services in a variety of languages, including English, Spanish, French, Creole, Portuguese, Ukrainian and Russian. Our services are designed to provide satisfaction across all medication stakeholders and enhance loyalty and key performance metrics.
ClearMetrX offers personalized healthcare services and technology that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers. We offer services in a variety of languages, including English, Spanish, French, Creole, Portuguese, Ukrainian, and Russian. Our services are designed to provide satisfaction across all medication stakeholders and enhance loyalty and key performance metrics.
Pharmco also provides contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program. Under the terms of these agreements, we act as a pass through for third-party payor reimbursements on prescription claims adjudicated on behalf of each 340B covered entity and receive a dispensing fee per prescription.
Pharmco pharmacies provide contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program. Under the terms of these agreements, our pharmacies act as a pass-through for reimbursements on prescription claims adjudicated on behalf of the 340B covered entities in exchange for a dispensing fee per prescription.
For the years ended December 31, 2024, and 2023, we have incurred net losses of approximately $23.1 million and $12.4 million, respectively. As of December 31, 2024, we had an accumulated deficit of approximately $49.0 million.
For the years ended December 31, 2025, and 2024, we have incurred net losses of approximately $10.5 million and $22.5 million, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $60.1 million.
Healthcare stakeholders are often at odds about proper care techniques and this lack of alignment increases burdens on providers and patients alike and is associated with decreasing satisfaction with healthcare services and negative health outcomes. Our Healthcare Business Strategy We plan to grow our healthcare operations business by executing on the following key growth strategies: Data Management Services .
Healthcare stakeholders are often at odds about proper care techniques, and this lack of alignment increases burdens on providers and patients alike and is associated with decreasing satisfaction with healthcare services and negative health outcomes.
Communications Products and Services Through our legacy Global Telesat Communications Ltd (“GTC”) and Orbital Satcom Corp (“Orbital Satcom”) business units, we provide Mobile Satellite Services (“MSS”) solutions to fulfill the growing global demand for satellite-enabled voice, data, personnel and asset tracking, Machine-to-Machine (“M2M”) and Internet of Things (“IoT”) connectivity services.
(“Outfitter”), we provide Mobile Satellite Services (“MSS”) solutions to fulfill the growing global demand for satellite-enabled voice, data, personnel and asset tracking, Machine-to-Machine (“M2M”) and Internet of Things (“IoT”) connectivity services.
We provide these solutions for businesses, governments, military, humanitarian organizations, and individual users, enabling them to communicate, connect to the internet, track and monitor remote assets and lone workers, or request SOS assistance via satellite from almost anywhere in the world, even in the most remote and hostile of environments. 3 Table of Contents We provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example due to political conflicts and natural or man-made disasters.
We provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example due to political conflicts and natural or man-made disasters.
We provide our products and services directly to end users and reseller networks located both in the United States and internationally through our subsidiaries: U.K. based GTC; U.S. based Orbital Satcom and Outfitter Satellite, Inc. (“Outfitter”).
We provide our products and services directly to end users and reseller networks located both in the United States and internationally through our subsidiaries: U.K. based GTC; U.S. based Orbital Satcom and Outfitter. We have a physical presence in the United States and the United Kingdom, as well as an e-Commerce storefront presence in 18 countries across five continents.
We help patients adhere to complicated medication therapies, process refills, manage any side effects, and manage any insurance concerns ensuring that they get the best standard of care.
We help patients adhere to complicated medication therapies, process refills, manage any side effects, and manage any insurance concerns ensuring that they get the best standard of care. The clinical efficacy of drug therapies, especially for acute and chronic conditions, is typically enhanced when patients precisely follow the prescribed treatment regimens, including dosing and frequency.
Pharmco is equipped for various types of unit-of-dose packaging options to meet the needs of LTC patients and retail customers. Pharmco uses the same robotic packaging systems currently used by chain, mail order, and large-scale pharmacies. Pharmco also provides computerized maintenance of patient prescription histories, third-party billing and consultant pharmacist services.
Pharmco uses the same robotic packaging systems currently used by chain, mail order, and large-scale pharmacies. Pharmco also provides computerized maintenance of patient prescription histories, third-party billing and consultant pharmacist services. Pharmco’s consultant pharmacist services consist primarily of evaluation of monthly patient drug therapy and monitoring the LTC institution’s drug distribution system.
We believe that data management for frontline and independent providers, 340B covered entities, and pharmacies will have increasing importance as health systems evolve to become virtual and digitized. Increasing focus on performance, margins, and quality means that our models and platforms will have strategic value through our roots in day-to-day care management.
Increasing focus on performance, margins, and quality, means that our models and platforms will have strategic value through our roots in day-to-day care management.
Our e-Commerce Business Strategy We intend to achieve our mission and further grow our business by pursuing the following strategies: ● Increased product offerings - we are constantly increasing our product lines and offerings and will continue to do so in the future. ● Marketplace expansion – We intend to open new global e-commerce storefronts around the world to develop sales in new markets. ● Government sourced revenue - We intend to target US government/GSA sales which have not historically represented a significant part of our sales revenue.
Additionally, we intend to expand and open new global e-commerce storefronts around the world to develop revenue in new markets serving thousands of consumers, enterprises, and governments. Government sourced revenue : We intend to target US government/GSA sales which have not historically represented a significant part of our revenue.
The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program. It is possible that the ACA will be subject to judicial or Congressional challenges in the future.
The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and creating a new manufacturer discount program. In addition, on July 4, 2025, the One Big Beautiful Bill Act of 2025 (“OBBBA”) was signed into law.
This process includes several activities such as performing patient assessments, creating medication treatment plans, monitoring the effectiveness of and adherence to prescribed therapies, and delivering documentation of these services to the patient’s physician to coordinate comprehensive care. Distribution Methods We currently deliver prescriptions throughout Florida and can ship medications to residents in those states where we hold non-resident pharmacy licenses.
Medication therapy management (“MTM”) involves review and adjustment of prescribed drug therapies to improve patient health outcomes for patients with multiple prescriptions. This process includes several activities such as performing patient assessments, creating medication treatment plans, monitoring the effectiveness of and adherence to prescribed therapies, and delivering documentation of these services to the patient’s physician to coordinate comprehensive care.
MSS Products Our MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other local infrastructure.
We have a diverse geographical customer base having provided solutions for more than 60,000 customers located in more than 165 countries across most every continent in the world. MSS Products Our MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other local infrastructure.
It is unclear how any additional healthcare reform measures of the second Trump administration will impact the ACA and our business. 14 Table of Contents Costs and Effects of Compliance with Environmental Laws Not applicable. Employees As of December 31, 2024, we had 162 full-time employees and 18 part-time employees.
It remains uncertain how the implementation of the OBBBA, potential future healthcare reform measures, or actions by the current administration may affect the ACA, other federal healthcare programs, or our business. Costs and Effects of Compliance with Environmental Laws Not applicable. Employees As of December 31, 2025, we had 121 full-time employees and 9 part-time employees.
These dispensing fees vary by the 340B covered entity and the level of service provided by us. For our long-term care (“LTC”) facilities, Pharmco provides purchasing, special packaging, and dispensing of both prescription and non-prescription pharmaceutical products. Pharmco utilizes a unit-of-dose packaging system as opposed to the traditional vials as this method of distribution is the industry best practice standard.
These fees vary by the covered entity and the level of services we provide. 7 Table of Contents Pharmco also provides purchasing, special packaging, and dispensing of both prescription and non-prescription pharmaceutical products to long-term care (“LTC”) facilities.
All of our employees and consultants are subject to non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights. Regulatory Matters Government contract laws and regulations affect how we will do business with our customers, and in some instances, will impose added costs on our business.
The Company actively monitors and enforces its intellectual property rights to prevent unauthorized use and protect brand value. Regulatory Matters Government contract laws and regulations affect how we will do business with our customers, and in some instances will impose added costs on our business.
We do not tailor our products and services to different types of customers as in our experience military, non-profit, government and recreational users tend to purchase the same types of products and services. 5 Table of Contents Competition to our e-Commerce Operations Business The global satellite communications industry is highly competitive.
We do not tailor our products and services to different types of customers as in our experience military, non-profit, government and recreational users tend to purchase the same types of products and services. 5 Table of Contents Growth Strategy We intend to achieve our mission and further grow our business by pursuing the following strategies: Increased product offerings and marketplace expansion : We are constantly increasing our product lines and offerings and will continue to do so in the future.
This provides us with the unique ability to speak the language that our patients and providers speak. It has also allowed us to be innovative in our approach to healthcare by leveraging the broad perspectives of our team to challenge our methodologies and be responsive to the unique needs of our patients, clients, and customers.
It has also allowed us to be innovative in our approach to healthcare by leveraging the broad perspectives of our team to challenge our methodologies and be responsive to the unique needs of our patients, clients, and customers. 10 Table of Contents Competitive Positions and Methods of Competition We compete with national and independent retail drug stores, supermarkets, convenience stores, mail order prescription providers, discount merchandisers, membership clubs, health clinics, provider dispensaries, and internet pharmacies.
The clinical efficacy of drug therapies, especially for acute and chronic conditions, is typically enhanced when patients precisely follow the prescribed treatment regimens, including dosing and frequency. 9 Table of Contents Performance . Pharmacies are measured against their peers to improve quality of patient care. We have dedicated staff to track performance metrics, ensuring high comparative adherence rates.
Performance : Pharmacies are measured against their peers to improve quality of patient care. We have dedicated staff to track performance metrics, ensuring high comparative adherence rates. Across the population, an average 50% of patients are adherent to prescribed medication protocols.
We currently hold Florida Community Pharmacy Permits at all Florida pharmacy locations and our Pharmco 901 location is licensed as a non-resident pharmacy in the following states: Arizona, Colorado, Connecticut, Georgia, Illinois, Minnesota, Nevada, New Jersey, New York, Pennsylvania, Texas, and Utah. Pharmco subsidiaries are full-service retail and specialty services pharmacies that offer same-day and next-day free delivery within Florida.
Pharmco 901 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. Pharmco 1103 is a pharmacy located in Orlando, Florida that provides pharmacy services to the Orlando/Tampa corridor and the Treasure Coast of Florida.
Competitive Positions and Methods of Competition We compete with national and independent retail drug stores, supermarkets, convenience stores, mail order prescription providers, discount merchandisers, membership clubs, health clinics, provider dispensaries, and internet pharmacies. Competition is based on several factors including store location and convenience, customer service and satisfaction, product selection and variety, and price.
Competition is based on several factors including store location and convenience, customer service and satisfaction, product selection and variety, and price.
In addition to these services, we also offer certain disease testing and vaccinations through Pharmco, LLC doing business as Pharmcorx (“Pharmco 901”) and Pharmcorx LTC, Touchpoint RX, LLC doing business as PharmcoRx 1002, LLC (“Pharmco 1002”), Family Physicians RX, Inc. doing business as PharmcoRx 1103 and PharmcoRx 1204 (“FPRX” historically or “Pharmco 1103” and “Pharmco 1204”) (pharmacy subsidiaries collectively referred to as “Pharmco”).
This diversification reasonably permits the Company not to rely on any single customer, or group of customers, on any single product line, or any specific geographic area. 6 Table of Contents Healthcare Operations Our Healthcare segment operates through a wholly owned subsidiary, Progressive Care, LLC, (“Progressive”) a Nevada Limited Liability Company, which includes wholly owned subsidiaries, Pharmco, LLC doing business as Pharmcorx and Pharmcorx LTC (“Pharmco 901”), Touchpoint RX, LLC doing business as Pharmco Rx 1002, LLC (“Pharmco 1002”), Family Physicians RX, Inc. doing business as PharmcoRx 1103 and PharmcoRx 1204 (“FPRX” or “Pharmco 1103” and “Pharmco 1204”) (pharmacy subsidiaries collectively referred to as “Pharmco”), and ClearMetrX Inc.
Schedule purchases represent approximately 21% of overall federal procurement spending. ● Product innovation - We will continue to launch our own innovative branded products, such as our SolarTrack solar powered satellite tracking device, to differentiate us and gain a competitive edge over other MSS suppliers. ● Future acquisitions - We will seek suitable acquisition opportunities to further increase our scale, expand sales and access new markets and sectors. ● E-Commerce Platforms - Expanding beyond our current global network of online storefronts serving thousands of consumers, enterprises, and governments. 6 Table of Contents Healthcare Operations Our healthcare operations offer personalized healthcare services and technology that provide prescription pharmaceuticals and risk and data management services to healthcare organizations and providers.
Schedule purchases represent approximately 21% of overall federal procurement spending. Future acquisitions : We will seek suitable acquisition opportunities to further increase our scale, expand revenue, and access new markets and sectors. Competition to our e-Commerce Operations Business The global satellite communications industry is highly competitive.
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ITEM 1. BUSINESS NextPlat Corp (“NextPlat” or “the Company” or “we” or “our”) is a global e-commerce and healthcare company. Our e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments.
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ITEM 1. BUSINESS NextPlat Corp (“NextPlat,” “the Company,” “we,” “our,” or “us”) is a global e-commerce and healthcare services company that operates through two reportable segments: e-Commerce Operations and Healthcare Operations. Through these segments, the Company provides satellite-enabled communication products and services, global online distribution capabilities, pharmacy services, healthcare technology solutions, and data analytics services.
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Our healthcare business is focused on improving the lives of patients with complex chronic diseases through a patient and provider engagement and their partnerships with payors, pharmaceutical manufacturers, and distributors, offering a broad range of solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs.
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Our platforms serve consumers, enterprises, healthcare providers, government organizations, and other institutions across multiple geographic markets. For the year ended December 31, 2025, approximately 27% of revenue was generated by our e-Commerce segment and 73% by our healthcare segment. The Company operates internationally through a combination of proprietary e-commerce websites, third-party marketplace storefronts, physical pharmacy locations, and healthcare technology platforms.
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Segments We operate in two segments: e-Commerce Operations and Healthcare Operations. e-Commerce Operations Leveraging the e-commerce experience of our management team and our existing e-commerce platforms, the Company has embarked upon the rollout of 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 enabling customers and partners to optimize their e-Commerce presence and revenue, which we expect will become a key component of the Company’s e-Commerce operations in the future.
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Our strategy is focused on expanding recurring revenue streams, increasing global e-Commerce distribution, and leveraging healthcare data and pharmacy services to improve patient outcomes while supporting healthcare providers and payors. e-Commerce Operations Our e-commerce segment provides satellite communications products, connectivity services, and related equipment to customers globally through proprietary online platforms and third-party marketplaces.
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Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed in Online Storefronts and e-Commerce Platforms below, the Company operates two main e-Commerce websites as well as 25 third-party e-Commerce storefronts on platforms such as Alibaba, Amazon, OnBuy, and Walmart.
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Historically, the Company’s core business has centered on the distribution of satellite-enabled communications equipment and services designed for use in remote or infrastructure-limited environments. These solutions provide voice, messaging, data connectivity, asset tracking, and emergency communications capabilities in locations where traditional telecommunications networks are unavailable or unreliable.
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These e-Commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. We are actively pursuing distribution, marketing and license arrangements, and joint ventures with companies that could distribute their products through our e-Commerce platform.
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Our e-commerce operations currently include: ● Three proprietary global e-Commerce websites ● Approximately 25 third-party marketplace storefronts ● More than 10,000 product listings across multiple marketplaces These platforms enable us to distribute products globally to customers located in more than 165 countries.
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We may also seek to joint venture with or purchase part or all of businesses that manufacture or distribute products, particularly those that we believe we could market through our e-Commerce platform, as well as businesses that could enhance our e-Commerce platform.
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Our e-Commerce operations generate revenue from two primary sources: (i) product sales including satellite phones, tracking devices, broadband terminals, and related equipment and (ii) recurring service revenue including satellite airtime subscriptions, messaging plans, and connectivity services. Recurring airtime and service plans represent an increasing proportion of revenue as many products require ongoing connectivity subscriptions.
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We have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the Globalstar Low Earth Orbit satellite network. We own unique network infrastructure devices, known as appliqués, which are in various Globalstar ground stations around the world and provide the signal receipt and processing technology that enables and powers the Globalstar simplex data service.
Added
A significant portion of our revenue is generated through third-party marketplaces, particularly Amazon, which represented approximately 31% of total e-Commerce revenue in 2025. 3 Table of Contents Satellite Communications Products and Services Through our subsidiaries Global Telesat Communications Ltd (“GTC”), Orbital Satcom Corp (“Orbital Satcom”), and Outfitter Satellite, Inc.
Removed
Our ownership of these appliqués provides us with competitive access to the global simplex data service which addresses the market demand for a small and cost-effective solution for sending data, such as geographic coordinates, from assets or individuals in remote locations to a central monitoring station and is used in numerous applications such as tracking vehicles, asset shipments, livestock, and monitoring unattended remote assets.
Added
We provide these solutions for businesses, governments, military, humanitarian organizations, and individual users, enabling them to communicate, connect to the internet, track and monitor remote assets and lone workers, or request SOS assistance via satellite from almost anywhere in the world, even in the most remote and hostile of environments.
Removed
In addition, we also provide tracking and monitoring solutions using Automatic Identification System (AIS), 2G-5G, Push-to-Talk and two-way radio technology. We generate revenue from both the provision of services and the sale of equipment.
Added
Florida Sunshine Brands, LLC: Florida Sunshine Brands, LLC (“Florida Sunshine”) is a Florida limited liability company and incorporated 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.
Removed
We have a physical presence in the United States and the United Kingdom, as well as an e-Commerce storefront presence in 18 countries across five continents. We have a diverse geographical customer base having provided solutions for more than 60,000 customers located in more than 165 countries across most every continent in the world.
Added
Competitive Strengths We believe that the following strengths contribute to our success: Global presence and expertise : Our global presence enables us to compete in various markets around the world, with our multi-lingual personnel allowing us to respond to global customer inquiries with 24/7/365 customer support.
Removed
This diversification reasonably permits the Company not to rely on any single customer, or group of customers, on any single product line, or any specific geographic area. Our Amazon sales represent the majority of our sales effort in the last 24 months.
Added
Cost advantage through economies of scale : As a leading provider of MSS products, we benefit from significant economies of scale across our supply chain and distribution network that enable us to offer competitive prices for our products.
Removed
Pharmco’s consultant pharmacist services consist primarily of evaluation of monthly patient drug therapy and monitoring the LTC institution’s drug distribution system. 7 Table of Contents Medication therapy management (“MTM”) involves review and adjustment of prescribed drug therapies to improve patient health outcomes for patients with multiple prescriptions.
Added
Strategic partnerships and industry expertise : Our long-standing contractual relationship and deep operational experience with Globalstar position us as a trusted and capable partner in satellite tracking and related connectivity solutions. These established partnerships provide us with privileged insight into system requirements, early access to upcoming opportunities, and a proven track record of performance.
Removed
Across the population, an average 50% of patients are adherent to prescribed medication protocols.
Added
Diverse customer base : No single customer represents more than 3% of our annual gross e-Commerce revenue and no single country represents more than 33% of our gross e-Commerce annual revenue as of December 31, 2025.
Added
Pharmco utilizes a unit-of-dose packaging system as opposed to the traditional vials as this method of distribution is the best practice standard in the industry. Pharmco is equipped for various types of unit-of-dose packaging options to meet the needs of LTC patients and retail customers.
Added
Pharmco pharmacies also provide medication fulfillment services of both prescription and non-prescription pharmaceutical products for contracted government facilities. Distribution Methods Pharmco pharmacies are full-service retail and specialty services pharmacies that offer same-day and next-day free delivery to Florida’s diverse population and currently holds Florida Community Pharmacy Permits at all Florida pharmacy locations.
Added
Pharmco 1204 is a pharmacy located in North Miami Beach that provides pharmacy services to Miami-Dade and Broward counties, Florida. Pharmco 1002 is a pharmacy located in Palm Springs, Florida that provides pharmacy services to Palm Beach, St. Lucie and Martin counties, Florida.
Added
Virtual Healthcare Services and Healthcare Technologies Virtual healthcare services, such as Telehealth, are a growing segment of the healthcare sector. It involves remotely exchanging patient data between locations for the purposes of obtaining assistance in monitoring and diagnosing.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

2 edited+103 added−523 removed6 unchanged
Biggest changeWe cannot predict whether quotas, duties, taxes, exchange controls, current or future trade wars or other restrictions will be imposed by the United States, China, Canada and Mexico or other countries upon the import or export of our products and the commodities and components used to manufacture our products, or what effect any of these actions would have on our business, financial condition or results of operations.
Biggest changeWe cannot predict whether the current trade environment will persist or whether new quotas, duties, tariffs, exchange controls, sanctions, or other restrictions will be imposed by either government. Any such actions could materially adversely affect our business, financial condition, results of operations and cash flows.
We have incurred significant net losses since our inception. For the years ended December 31, 2024, and 2023, we have incurred net losses of approximately $23.1 million, and $12.4 million, respectively. As of December 31, 2024, we had an accumulated deficit of approximately $49.0 million.
For the years ended December 31, 2025, and 2024, we have incurred net losses of approximately $10.5 million, and $22.5 million, respectively, and as of December 31, 2025, we had an accumulated deficit of approximately $60.1 million.
Removed
Summary of Risk Factors Risks Related to Our Business Generally ● We have a history of net losses, and we are uncertain about our future profitability. ● Supply chain and shipping disruptions have resulted in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition. ● Our dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue and adversely affect the results of operations. ● Unfavorable global economic conditions have in the past and could in the future adversely affect our business, financial condition or results of operations. ● We may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be able to raise it on terms acceptable to us, or at all. ● Sustained investment in our business, strategic acquisitions and investments, as well as our focus on long-term performance, and on maintaining the health of our new e-commerce ecosystem, may negatively affect our margins and our net income, if any. ● The concentration of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors. ● We will become subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our securities. ● If we are successful in implementing our business strategy we will generate and process a large amount of data, including personal data, and the improper use or disclosure of data could result in regulatory investigations and penalties, and harm our reputation and have a material adverse effect on the trading prices of our securities, our business and our prospects. ● Our operations in international markets, and earnings in those markets, may be affected by changes in global cultural, political, and financial market conditions as well as potential changes in regulation, legislation, and government policies such as tariffs, tax laws, and global trade policies. 17 Table of Contents Risks Related to Our e-Commerce Business ● Our sales may be impacted should there be a disruption of service to our Amazon or Alibaba online storefronts. ● Creating and maintaining a trusted status of our online marketing presence or ecosystem will be critical to our viability and growth. ● Any termination or material change in our relationship with Amazon or Alibaba could have a material adverse effect on our business, financial condition, results of operations and prospects. ● We may not be able to maintain and improve our online marketing. ● We face challenges in expanding our international and cross-border businesses and operations. ● We are heavily reliant on the services of certain executive officers and the departure or loss of any of these officers could disrupt our business. ● A significant portion of our revenues are from sales of products on Amazon and any limitation or restriction, temporarily or otherwise, to sell on Amazon’s platform could have a material adverse impact to our business, results of operations, financial condition and prospects. ● If logistics service providers used by our merchants fail to provide reliable logistics services, our business and prospects, as well as our financial condition and results of operations, may be materially and adversely affected. ● Our e-commerce platforms could be disrupted by network interruptions. ● Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect personal, confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations. ● Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues. ● Tightening of tax compliance efforts that affect our merchants could materially and adversely affect our business, financial condition and results of operations.
Added
Risks Related to Our Business Generally We have incurred significant net losses, have accumulated deficit, and may require additional capital to continue operations and execute our business strategy. We have incurred significant net losses since inception.
Removed
Risks Related to Doing Business in China ● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations. ● Uncertainties with respect to China’s PRC legal system could adversely affect us. ● Recent litigation and negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price of our securities. ● Fluctuations in exchange rates could have a material and adverse effect on the results of operations and the value of your investment. ● Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
Added
We expect to continue to incur operating losses as we invest in expanding our e-Commerce and healthcare operations, develop new platforms and services, and pursue potential acquisitions.
Removed
Risks Related to Our Healthcare Business ● We derive a significant portion of our sales from prescription drug sales reimbursed by pharmacy benefit management companies. ● Efforts to reduce reimbursement levels and alter health care financing practices could adversely affect our businesses. ● A slowdown in the frequency and rate of the introduction of new prescription drugs as well as generic alternatives to brand name prescription products could adversely affect our business, financial position, and results of operations. ● Unexpected safety or efficacy concerns may arise from pharmaceutical products. ● Prescription volumes may decline, and our net revenues and ability to generate earnings may be negatively impacted, if products are withdrawn from the market or if increased safety risk profiles of specific drugs result in utilization decreases. ● Certain risks are inherent in providing pharmacy services; our insurance may not be adequate to cover any claims against us. ● Changes in industry pricing benchmarks could adversely affect our business, financial position and results of operations. ● The industries in which we operate are extremely competitive and competition could adversely affect our business, financial position and results of operations. ● Existing and new government legislative and regulatory action could adversely affect our business, financial position and results of operations. ● Changes in the health care regulatory environment may adversely affect our business. ● Efforts to reform the U.S. health care system may adversely affect our financial performance. 18 Table of Contents ● If we are found to be in violation of Medicaid and Medicare reimbursement regulations, we could become subject to retroactive adjustments and recoupment, or exclusion from the Medicaid, Medicare programs, and PBM networks. ● Our industry is subject to extensive government regulation, and noncompliance by us or our suppliers could harm our business. ● Our operating results are affected by the health of the economy in general and the markets we serve. ● If the products and services that we offer fail to meet customer needs, our sales may be affected. ● We are highly dependent on one supplier for our products, and a loss of that supplier may adversely impact our ability to sell products to our customers. ● We derive a significant portion of our revenues from a small number of customers and a loss of one or both of those customers would have a material adverse impact on our business. ● Our ability to grow our business may be constrained by our inability to find suitable new pharmacy locations at acceptable prices. ● Our ability to grow our business may be constrained by our inability to obtain adequate permits and licensing for new locations, business lines, and market territories. ● Product liability, product recall or personal injury issues could damage our reputation and have a significant adverse effect on our businesses, operating results, cash flows and/or financial condition. ● If we are not able to market our services effectively to clinics, their affiliated healthcare providers and prescription drug providers, we may not be able to grow our patient base as rapidly as we have anticipated. ● A disruption in our telephone system or our computer system could harm our business.
Added
Our ability to achieve profitability depends on numerous factors, many of which are outside of our control, including growth in revenue, management of operating expenses, the stability of supply chains, reimbursement levels within our healthcare segment, competitive pressures, and overall economic conditions.
Removed
Risks Related to the Pharmacy Industry ● There is substantial competition in our industry, and we may not be able to compete successfully. ● If demand for our products and services is reduced, our business and ability to grow would be harmed. ● Our revenues could be adversely affected if new drugs or combination therapies are developed and prescribed to our patients that have a reimbursement rate less than that of the current drug therapies our patients receive. ● If our credit terms with vendors become unfavorable or our relationship with them is terminated, our business could be adversely affected.
Added
If revenue growth does not occur at the pace we anticipate, or if our operating expenses increase more rapidly than expected, we may be unable to achieve or sustain profitability. We may require additional capital to support our operations, fund working capital needs, make strategic acquisitions, expand our healthcare footprint, enhance our technology platforms, and service any indebtedness.
Removed
Risks Relating to Our Data Management Services ● Competition with some customers, or decisions by customers to perform internally some of the same solutions or services that we offer, could harm our business, results of operations or financial condition. ● If our solutions do not interoperate with our customers’ or their vendors’ networks and infrastructures, or if customers or their vendors implement new system updates that are incompatible with our solutions, sales of those solutions could be adversely affected. ● Our ability to generate revenue could suffer if we do not continue to update and improve existing solutions and develop new ones. ● There are increased risks of performance problems and breaches during times when we are making significant changes to our solutions or systems we use to provide our solutions.
Added
We cannot assure you that additional financing will be available on favorable terms, or at all. If we raise funds through the issuance of equity securities, existing stockholders may experience significant dilution. If we incur additional indebtedness, such debt may contain restrictive covenants that limit our operational flexibility and could increase our exposure to interest rate risk.
Removed
In addition, changes to our solutions or systems, including cost savings initiatives, may cost more than anticipated, may not provide the benefits expected, may take longer than anticipated to develop and implement or may increase the risk of performance problems. ● Breaches and failures of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm. ● We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect such information and data could damage our reputation and brand and harm our business and operating results. ● If we are unable to successfully execute on cross-selling opportunities of our solutions the growth of our business and financial performance could be harmed. ● We rely on internet infrastructure, bandwidth providers, other third parties and our own systems in providing certain of our solutions to our customers, and any failure or interruption in the services provided by these third parties or our own systems could negatively impact our relationships with customers, adversely affecting our brand and our business. 19 Table of Contents Risks Related to Our Business We have a history of net losses, and we are uncertain about our future profitability.
Added
If we are unable to obtain sufficient capital when needed, we may be required to delay, reduce, or eliminate certain business initiatives, scale back operations, sell assets, or seek protection under applicable bankruptcy laws. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations, and the value of our common stock.
Removed
If our revenue grows more slowly than currently anticipated, or if operating expenses are higher than expected, we may be unable to consistently achieve profitability, our financial condition will suffer, and the value of our common stock could decline.
Added
Even if we achieve profitability in future periods, we may not be able to sustain or increase profitability on a quarterly or annual basis, and our results from operations and cash flows may fluctuate significantly from period to period. 18 Table of Contents Unfavorable global economic conditions, inflation, rising interest rates and financial market volatility could materially adversely affect our business.
Removed
Even if we are successful in increasing our sales, we may incur losses in the foreseeable future as we continue to develop and market our products.
Added
Our operations are sensitive to general economic conditions in the United States and globally.
Removed
If sales revenue from any of our current products or any additional products that we develop in the future is insufficient, or if our product development is delayed, we may be unable to achieve profitability and, in the event we are unable to secure financing for prolonged periods of time, we may need to temporarily cease operations and, possibly, shut them down altogether.
Added
Economic downturns, recessions, government shutdowns, credit tightening, inflationary pressures, rising interest rates, supply chain constraints, and volatility in equity and foreign exchange markets could reduce consumer spending on discretionary products, increase our operating costs, impair access to capital, and negatively affect our results of operations and cash flows.
Removed
Furthermore, even if we can achieve profitability, we may be unable to sustain or increase such profitability on a quarterly or annual basis, which would adversely impact our financial condition and significantly reduce the value of our common stock.
Added
Inflation has increased our operating costs, including product sourcing, freight, fuel, labor and pharmaceutical acquisition costs. We may not be able to pass these increased costs through to customers or reimbursement sources in a timely manner, which may result in margin compression.
Removed
Events outside of our control, including those relating to public health crises, supply-chain disruptions, geopolitical conflicts, including acts of war, and inflation, could negatively affect our Company and our results of operations and financial condition. Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of our control.
Added
Increases in benchmark interest rates may increase our cost of capital and reduce our ability to raise additional funds. Geopolitical conflicts, including the Russia-Ukraine conflict and Middle East hostilities, may contribute to supply chain disruptions, fuel price volatility, currency fluctuations and broader economic uncertainty.
Removed
These types of events may adversely affect operating results for us. For example, past pandemics and other health crises have led to disruptions in local, regional, national and global markets and economies affected thereby, including the United States.
Added
The cumulative impact of these macroeconomic conditions could materially adversely affect our business, financial condition, results of operations, and cash flows. Our business may be adversely affected by pandemics, public health crises, natural disasters, acts of war or other events beyond our control.
Removed
With respect to U.S. and global credit markets and the economy in general, these outbreaks have resulted in the following (among other things): (i) restrictions on travel and the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories, resulting in significant disruption to the business of many companies, including supply chains and demand, as well as layoffs of employees; (ii) increased draws by borrowers on lines of credit; (iii) increased requests by borrowers for amendments or waivers of their credit agreements to avoid default, increased defaults by borrowers and/or increased difficulty in obtaining refinancing; (iv) volatility in credit markets, including greater volatility in pricing and spreads; and (v) evolving proposals and actions by state and federal governments to address the problems being experienced by markets, businesses and the economy in general, which may not adequately address the problems being facing such persons.
Added
Public health crises, including pandemics, as well as natural disasters, severe weather events, terrorist acts, civil unrest and acts of war, could disrupt global supply chains, impair logistics providers, limit workforce availability, reduce consumer demand, restrict travel, and interrupt our operations or those of our suppliers and customers.
Removed
The outbreak of new, worsening strains of viruses, such as COVID-19, may result in a resurgence in the number of reported cases and hospitalizations. Such increases in cases could lead to the reintroduction of restrictions and business shutdowns in certain states, counties and cities in the United States and globally.
Added
Such events may also increase credit risk, cause financial market volatility, and impair access to capital. The occurrence of any of these events could materially adversely affect our business and financial condition. We rely heavily on a single pharmaceutical wholesale distributor for substantially all of our pharmaceutical purchases.
Removed
In addition to these developments having adverse consequences for us and our portfolio companies, the operations of the Company have been, and could continue to be, adversely impacted, including through quarantine measures and travel restrictions imposed on its personnel or service providers based or temporarily located in affected countries, or any related health issues of such personnel or service providers.
Added
Approximately 98% of our pharmaceutical purchases for the year ended December 31, 2025 were obtained from a single wholesale distributor. The loss of, or material change in, this relationship could result in drug shortages, higher acquisition costs, unfavorable credit terms, or operational disruptions.
Removed
Supply chain and shipping disruptions have resulted in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition.
Added
Transitioning to alternative suppliers could require regulatory approvals, system integrations, renegotiation of contracts and DEA compliance measures and may not be completed on commercially reasonable terms or within acceptable timeframes.
Removed
Supply chain disruptions, resulting from factors such as past pandemics and other health crises, labor supply and shipping container shortages, have impacted, and may continue to impact, us and our third-party manufacturers and suppliers.
Added
Any disruption in pharmaceutical supply could materially adversely affect our healthcare operations, profitability and cash flows. 19 Table of Contents We may fail to maintain compliance with applicable continued listing standards of The Nasdaq Stock Market.
Removed
These disruptions have impacted our ability to receive products from manufacturers and suppliers, to distribute our products to our customers in a cost-effective and timely manner and to meet customer demand, all of which could have an adverse effect on our financial condition and results of operations. 20 Table of Contents While we have taken steps to minimize the impact of these disruptions, there can be no assurances that further unforeseen events impacting the supply chain will not have a material adverse effect on us in the future.
Added
Our common stock is listed on The Nasdaq Stock Market and we must satisfy continued listing requirements, including minimum stock price, public float, stockholders’ equity and other corporate governance standards. If we fail to satisfy these requirements, Nasdaq may issue a deficiency notice and ultimately delist our securities.
Removed
Additionally, the impact that supply chain disruptions have on our manufacturers and suppliers is not within our control. It is not currently possible to predict how long it will take for these supply chain disruptions to cease or ease.
Added
Any delisting could materially adversely affect the liquidity and market price of our common stock, reduce our ability to raise capital, limit institutional investor participation, and adversely affect our reputation. Even if we are able to regain compliance, the process may be costly and disruptive to management.
Removed
Prolonged supply chain disruptions impacting us, and our manufacturers and suppliers could interrupt product manufacturing, increase raw material and product lead times, increase raw material and product costs, impact our ability to meet customer demand and result in lost sales, all of which could have a material adverse effect on our business, financial condition and results of operations.
Added
We have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain Nasdaq continued listing requirements and if we are unable to regain compliance with all applicable Nasdaq continued listing requirements and standards, our Common Stock could be delisted from Nasdaq.
Removed
Our dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue and adversely affect the results of operations. In addition, increases in prices for components used in our products could adversely affect our results of operations.
Added
Our Common Stock is listed on the Nasdaq Capital Market and to maintain our listing, we are required to satisfy continued listing requirements.
Removed
We require the timely delivery of products provided by our suppliers, some of which are custom made, to ensure our ongoing sales revenue is not adversely affected. For reasons of quality assurance, cost effectiveness or availability, we procure certain products from a single or limited number of suppliers.
Added
There can be no assurance we will continue satisfying such continued listing requirements, which include among other requirements, that the closing bid price of our Common Stock be at least $1.00 per share (the “Minimum Bid Price Requirement”) and that that the market value of our publicly held shares of Common Stock be at least $1 million (the “Market Value Requirement”).
Removed
We generally acquire such products through purchase orders placed in the ordinary course of business, and as a result we may not have a significant inventory of these products and generally do not have any guaranteed or contractual supply arrangements with many of these suppliers.
Added
On April 28, 2025, we received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the previous 30 consecutive business days, the closing bid price for the Common Stock had been below the minimum $1.00 per share required for continued listing on the Nasdaq Capital Market under the Minimum Bid Price Requirement.
Removed
Our reliance on these suppliers subjects us to risks that could harm our business, including, but not limited to, difficulty locating and qualifying alternative suppliers and limited control over pricing, availability, quality and delivery schedules.
Added
The Staff provided the Company with an initial period of 180 calendar days, or until October 27, 2025, to regain compliance with the Minimum Bid Price Requirement.
Removed
Suppliers of products may decide, or be required, for reasons beyond our control, to cease supplying materials and components to us or to raise their prices. Shortages of materials, quality control problems, production capacity constraints or delays by our suppliers could negatively affect our ability to meet our production requirements and result in increased prices for affected products.
Added
On October 28, 2025, we received a letter from the Staff notifying us that the Company is eligible for a second 180-day period, or until April 27, 2026 (the “Second Grace Period”) to regain compliance with the Minimum Bid Price Requirement.
Removed
We may also face delays, yield issues and quality control problems if we are required to locate and secure new sources of supply. Any material shortage, constraint or delay may result in delays in shipments of our products, which could materially adversely affect the results of operations.
Added
According to the notification, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial listing standards, with the exception of the Minimum Bid Price Requirement, and (ii) the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Grace Period by effecting a reverse stock split, if necessary.
Removed
Increases in prices for materials and components used in our products could also materially adversely affect our results of operations. Unfavorable global economic conditions have in the past and could in the future adversely affect our business, financial condition or results of operations.
Added
To regain compliance with the Minimum Bid Price Requirement, the Company scheduled a special meeting of shareholders (the “Special Meeting”) that occurred on March 27, 2026.
Removed
Our results of operations have in the past and could in the future be adversely affected by general conditions in the global economy and in the global financial markets.
Added
At the Special Meeting, the shareholders considered a proposal (the “Reverse Stock Split Proposal”) for the Company to implement one or more reverse stock splits in a range between 1-for-5 to 1-for-50 shares at the discretion of the Board of Directors (the “Reverse Stock Split”).
Removed
Key national economies, including the United States, have been affected from time to time by economic downturns or recessions, government shutdowns, supply chain constraints, heightened and fluctuating inflation and interest rates, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy.
Added
The Reverse Stock Split Proposal, if passed, is intended to increase our stock price to an amount that we expect will allow our common stock to stay trading above the $1.00 minimum threshold in the long term.
Removed
For example, while we do not have activities in Russia and Ukraine or Gaza and Israel, the ongoing conflicts and any further escalation of geopolitical tensions related to these conflicts, including the imposition of sanctions by the United States and other countries, has and could result in, among other things, supply disruptions, fluctuations in foreign exchange rates, increased probability of a recession and increased volatility in financial markets.
Added
If the Reverse Stock Split is successful and if we can maintain a trading price above $1.00 for at least ten (10) consecutive trading days, then we expect to be able to regain compliance with the Minimum Bid Price requirement.
Removed
In addition, in the past, U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States.
Added
Maintaining our Nasdaq listing as a publicly traded listed company has numerous benefits to the Company, including our ability to procure more financing for ongoing operations, our ability to further our business strategy and our ability to attract more investor and business partner interest, among others. On March 27, 2026, the shareholders voted to approve the Reverse Stock Split Proposal.
Removed
Although U.S. lawmakers passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States.
Added
Also, on March 27, 2026, the Board of Directors voted to approve a reverse stock split at a ratio of 1-to-10. 20 Table of Contents There can be no assurance that the Company will be able to comply with all of the obligations placed on us by Nasdaq in order to regain compliance with such Nasdaq Capital Market continued listing standards, and, assuming that we are able to comply with such obligations, that we will be able to continue to comply with such Nasdaq Capital Market continued listing standards in the future, including the Minimum Bid Price Requirement and the Market Value Requirement.
Removed
The impact of this or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions.
Added
If we fail to regain compliance by the end of the Second Grace Period, we may not be successful in any appeal to Nasdaq to grant additional extensions, or in the event that we are successful, we may not be able to regain compliance by such additional extension date.
Removed
Any of these disruptions could adversely affect our businesses, results of operations and financial condition. 21 Table of Contents A deterioration in the global economy and financial markets could result in a variety of risks to our business.
Added
In the event that we are not successful in such appeal or we are not able to regain compliance with such requirements by any applicable date, our Common Stock will be subject to delisting from Nasdaq.
Removed
In addition, we will be subject to currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. Fluctuations in currency exchange rates may therefore have an impact on our results as expressed in U.S. dollars.
Added
Additionally, assuming we are able to comply with all such obligations, but we fail to comply with all applicable Nasdaq listing requirements in the future, our Common Stock may be subject to delisting from Nasdaq.
Removed
For example, inflation rates, particularly in the United States and UK, have seen increased levels compared to recent history. Elevated inflation may result in further currency fluctuations, increased operating costs (including our labor costs), reduced liquidity, and limitations on our ability to access credit or otherwise raise debt and equity capital.
Added
In the event of such a delisting and that the Common Stock is not eligible for trading on another national securities exchange, trading of our Common Stock could be conducted in the over-the-counter market operated by the OTC Markets Group, Inc. (“OTC”).
Removed
In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets and geopolitics, may have the effect of further increasing economic uncertainty and heightening these risks.
Added
In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Common Stock to decline further.
Removed
In addition, fluctuating interest rates or a general economic downturn or recession could reduce our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy, supply disruptions or international trade disputes could also strain our third-party suppliers, possibly resulting in supply disruption.
Added
Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange. Additionally, in the event of such delisting, we may be subject to penalties or defaults under certain of our material agreements, which could materially and adversely affect our business, operating results, cash flows, and financial condition.
Removed
Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current and future economic climate and financial market conditions could adversely impact our business.
Added
The Reverse Stock Split may incentivize stockholders to sell their holdings of our common stock following the effectiveness of the Reverse Stock Split and depress the stock price, which could lead to our delisting from Nasdaq.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeItem 1C. Cybersecurity 58 Item 2. Properties 59 Item 3. Legal Proceedings 60 Item 4. Mine Safety Disclosures 60 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 61
Biggest changeItem 1C. Cybersecurity 29 Item 2. Properties 30 Item 3. Legal Proceedings 31 Item 4. Mine Safety Disclosures 31 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe lease agreement calls for monthly payments beginning February 1, 2021 of $4,310, with an escalating payment schedule each year thereafter. Pharmco 1204 We rent approximately 2,200 square feet of retail and pharmacy space at 901 North Miami Beach Blvd., North Miami Beach, Florida. The lease is for five years and commenced on September 1, 2021.
Biggest changePharmco 1204 We rent approximately 2,200 square feet of retail and pharmacy space at 901 North Miami Beach Blvd., North Miami Beach, Florida. The lease is for five years and commenced on September 1, 2021. The lease agreement calls for monthly payments of approximately $5,200, with an escalating payment schedule each year thereafter.
The lease was entered into and commenced in April 2024 with an expiration date of April 2026. The lease agreement calls for monthly payments of approximately $4,800. Pharmacy locations Pharmco 901 We own an approximately 11,000 sq. ft. facility at 400 Ansin Blvd, Suite A, Hallandale, Florida. The monthly mortgage payment is approximately $12,000.
In December 2025, a First Amendment to Lease Agreement was executed extending the lease through April 1, 2027 and revising lease payments effective January 1, 2026. Pharmacy locations Pharmco 901 We own an approximately 11,000 sq. ft. facility at 400 Ansin Blvd, Suite A, Hallandale, Florida. The monthly mortgage payment is approximately $12,000.
The lease agreement calls for monthly payments of approximately $5,200, with an escalating payment schedule each year thereafter. We believe that we have adequate space for our anticipated needs and that suitable additional space will be available at commercially reasonable prices as needed. 59 Table of Contents
We believe that we have adequate space for our anticipated needs and that suitable additional space will be available at commercially reasonable prices as needed. 30 Table of Contents
This is a three-year lease and expires on July 31, 2027. The annual rent is approximately £14,000 through July 31, 2025, approximately £30,000 through July 31, 2026, and approximately £26,000 through July 31, 2027. Outfitter rents office space at 2727 Old Elm Hill Pike, Nashville, Tennessee.
The Company-owned facility consists of approximately 11,000 square feet. e-Commerce locations We lease a facility in Poole, England for office and warehouse space. Our lease has a three-year term and expires on July 31, 2027. The annual rent is approximately £14,000 through July 31, 2025, approximately £30,000 through July 31, 2026, and approximately £26,000 through July 31, 2027.
Removed
ITEM 2. PROPERTIES Corporate Office On December 2, 2021, the Company entered into a 62-month lease for 4,141 square feet of office space in Coconut Grove, Florida, for approximately $186,000 annually. The rent increases 3% annually.
Added
ITEM 2. PROPERTIES Corporate Office In August 2025, we relocated our corporate office from approximately 4,141 square feet of leased office space in Coconut Grove to a Company-owned facility located at 400 Ansin Blvd., Suite A, Hallandale Beach, Florida, which is co-located with Pharmco 901.
Removed
The lease commenced upon occupancy on June 13, 2022, and will expire on August 31, 2027. e-Commerce locations For our facilities in Poole, England, we rent office and warehouse space of approximately 2,660 square feet for £30,000 annually or approximately USD $37,107, based on a yearly average exchange rate of 1.24 GBP: USD.
Added
Outfitter rents office space at 2727 Old Elm Hill Pike, Nashville, Tennessee. The lease was entered into and commenced in April 2024 with an expiration date of April 2026. The lease agreement calls for monthly payments of approximately $4,800.
Removed
The Poole lease was renewed on October 6, 2022, which expired October 31, 2023 and was renewed for an additional twelve months. On August 1, 2024 we relocated from our previous location in Poole, England to a new facility in Poole and entered into a new lease for office and warehouse space.
Added
The lease agreement calls for monthly payments beginning February 1, 2021 of $4,310, with an escalating payment schedule each year thereafter. In January 2026, the Company executed a First Amendment to the lease agreement for its Orlando, Florida pharmacy location (1160 S.
Added
Semoran Blvd., Suites D, E & F), extending the lease term through January 31, 2031 and revising monthly base rent to $8,914 (Feb 2026–Jan 2027), $9,182 (Feb 2027–Jan 2028), $9,457 (Feb 2028–Jan 2029), $9,741 (Feb 2029–Jan 2030), and $10,033 (Feb 2030–Jan 2031).

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS 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 Chief Executive Officer and a director of NextPlat, and Rodney Barreto, a director of NextPlat.
Biggest change(“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 director 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, 2024 following approval by the stockholders of each of NextPlat and RXMD in stockholder meetings held on September 13, 2024 by NextPlat and RXMD, respectively.
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, 2024 following approval by the stockholders of each of NextPlat and RXMD in stockholder meetings held on September 13, 2024 by NextPlat and RXMD.
On June 17, 2024, Progressive Care was notified of a potential claim that a former employee allegedly suffered a loss due to an alleged breach by Progressive Care of an employment contract with the former employee. Management believes, based on discussions with its legal counsel, that Progressive Care has meritorious defenses against the former employee’s claim.
On June 17, 2024, Progressive Care was notified of a potential claim that a former employee (the “Claimant”) allegedly suffered a loss due to an alleged breach by Progressive Care of an employment contract with the Claimant.
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’s management does not believe that the Weisberg’s claim is meritorious and plans to vigorously defend against the suit.
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 has filed a motion to dismiss the complaint.
Since receipt of the notice of claim, Progressive Care filed a petition for arbitration against the former employee, asserting that it was the employee who breached the employment contract. Progressive Care will prosecute its claims and will defend any counterclaims vigorously as Progressive Care believes it will prevail on the merits.
Following receipt of the notice of claim, Progressive Care filed a petition for arbitration against the Claimant, asserting that it was the Claimant who breached the employment contract. On November 7, 2025, Progressive Care entered into a Settlement Agreement (the “Settlement Agreement”) with the Claimant to resolve all disputes related to the employment and the arbitration proceeding.
Removed
The complaint purports to allege a breach of fiduciary duty by NextPlat and Messrs.
Added
ITEM 3. LEGAL PROCEEDINGS On March 17, 2025, a former employee of Pharmco LLC, a wholly owned subsidiary of the Company, filed a lawsuit against Pharmco LLC, asserting claims under the Equal Employment Opportunity Commission (EEOC) regulations. On October 14, 2025, the Company reached a Settlement Agreement with the plaintiff to resolve all claims.
Removed
The Company is in the process of preparing a response to the complaint and has filed a motion to dismiss the complaint. On October 15, 2024, the Company settled its ongoing lawsuit with Mr. Thomas Seifert, the Company’s former Chief Financial Officer. Under the terms of the settlement, the Company agreed to pay to Mr.
Added
The settlement was fully covered by the Company’s insurance policy, and the insurer remitted payment directly to the plaintiff on the Company’s behalf. On October 28, 2024, Alan Jay Weisberg, the former Chief Executive Officer and Chairman of Progressive Care Inc.
Removed
Seifert $150,000 and to reimburse him for legal costs in the amount of $600,000. In exchange, the Company and Mr. Seifert each agreed to dismiss the lawsuit with prejudice and to release the other party from all claims.
Added
Although the parties have engaged in discussions regarding a potential resolution of the matter, no agreement has been reached and there can be no assurance that the matter will be resolved on acceptable terms or at all.
Removed
At this time, we cannot reasonably estimate the amount of the loss. From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business.
Added
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.
Removed
Other than the matter described above, the Company is not 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.
Added
Accordingly, as of December 31, 2025, the Company recorded 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.
Added
Any such difference could have a material effect on the Company’s consolidated financial condition, results of operations, and cash flows in the period in which the matter is resolved.
Added
The details of the Settlement Agreement are disclosed below in the section entitled “

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeEquity Compensation Plan Information The following table outlines our Equity Compensation Plan information: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders: Equity compensation plans 2020 Incentive Plan 523,000 $ 0.26 50,600 Equity compensation plans 2021 Incentive Plan 295,000 0.32 917,971 Equity compensation plans not approved by security holders: 2018 Incentive Plan - - 1,333 Equity compensation issued pursuant to individual compensation arrangements 1,677,421 2.51 - Total 2,495,421 $ 3.09 969,904 61 Table of Contents ITEM 6. [RESERVED]
Biggest changeThe authorized share repurchase program expired on December 16, 2025 and has not been extended as of the date of filing this Annual Report on Form 10-K. 32 Table of Contents The following table provides information with respect to purchases by the Company of shares of its Common Stock during the fourth quarter of 2025: Approximate Dollar Value Total Number of Total Number of Shares of Shares that May Yet Be Common Shares Average Price Purchased as Part of Publicly Purchased Under the Period Purchased Paid per Share Announced Plan or Program Plan or Program (in thousands, except shares and per share data) October 1, 2025 through October 31, 2025 — $ — — $ 1,900 November 1, 2025 through November 30, 2025 — $ — — $ 1,990 December 1, 2025 through December 31, 2025 — $ — — $ 1,900 Total — $ — — $ 1,900 Equity Compensation Plan Information The following table outlines our Equity Compensation Plan information: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders: Equity compensation plans 2020 Incentive Plan 523,000 $ 0.26 50,600 Equity compensation plans 2021 Incentive Plan 295,000 0.32 1,351,726 Equity compensation plans not approved by security holders: 2018 Incentive Plan - - 1,333 Equity compensation issued pursuant to individual compensation arrangements 1,697,421 2.51 - Total 2,515,421 $ 3.09 1,403,659 33 Table of Contents ITEM 6. [RESERVED]
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock has been listed on the Nasdaq Global Market since May 28, 2021. Our common stock and warrants have been trading on the Nasdaq Global Market under the symbols “NXPL” and “NXPLW,” respectively, since January 21, 2022.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock has been listed on the Nasdaq Capital Market since May 28, 2021. Our common stock and warrants have been trading on the Nasdaq Capital Market under the symbols “NXPL” and “NXPLW,” respectively, since January 21, 2022.
We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future decision to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. Issuer Purchases of Equity Securities None.
We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future decision to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.
Holders of Common Equity As of March 17, 2025, we had 25,963,051 shares of our common stock issued and outstanding held by approximately 674 stockholders of record. Dividend Policy We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Holders of Common Equity As of March 27, 2026, we had 27,026,215 shares of our common stock issued and outstanding held by approximately 739 stockholders of record. Dividend Policy We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Added
Issuer Purchases of Equity Securities On December 16, 2024, the Board of Directors authorized a $2.0 million share repurchase program valid for one year. The Company may repurchase shares from time to time under the program through various methods, including in open market transactions, block trades, privately negotiated transactions, and otherwise.
Added
The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. The Company is not obligated to purchase any shares under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The repurchased shares are held as treasury stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe unfavorable change of approximately $1.9 million was primarily attributable to the following: ● an increase in cash received from e-Commerce Operations of approximately $2.8 million due to year-over-year sales increase; an increase in cash received from Healthcare Operations of approximately $40.9 million was mainly due to the full year results of Progressive Care included in 2024 versus six months results during 2023 as a result of the acquisition as of July 1, 2023; ● an increase in cash received from interest income and other sources of approximately $0.4 million and primarily represents the full year of interest income on money market accounts in 2024 versus five months in 2023; ● an increase in cash paid for inventory purchases and other costs of revenue of approximately $43.6 million, which was mainly due to the full year results of Progressive Care included in 2024 versus six months results during 2023 as a result of the acquisition as of July 1, 2023, Outfitter acquisition as of April 1, 2024, and an increase in inventory purchases for e-Commerce Operations as a result of increased sales; ● an increase in cash paid for salaries and related expenses of approximately $4.8 million, offset by a decrease in cash paid for other recurring operational expenses of approximately $6.2 million, and mainly due to the full year results of Progressive Care included in 2024 versus six months results during 2023 as a result of the acquisition as of July 1, 2023, and Outfitter acquisition as of April 1, 2024; ● an increase in cash paid for income taxes of approximately $0.1 million; ● and an increase in cash paid for merger costs and other non-recurring expenses of approximately $3.4 million.
Biggest changeThe unfavorable change of approximately $0.7 million was primarily attributable to the following: ● an increase in cash received from e-Commerce Operations of approximately $5.3 million due to year-over-year revenue increase; ● a decrease in cash received from Healthcare Operations of approximately $17.6 million due to year-over-year revenue decrease; ● a decrease in cash received from interest income and other sources of approximately $0.4 million; ● a decrease in cash paid for inventory purchases and other costs of revenue of approximately $1.8 million; ● a decrease in cash paid for salaries and related expenses of approximately $1.1 million due to the decrease in executive compensation and decreased headcount; ● a decrease in cash paid for other recurring operating expenses of approximately $6.5 million due to the timing of payables and decreases in general legal and consulting fees; and ● a decrease in cash paid for other non-recurring expenses of approximately $2.6 million due to litigation matters and merger costs in the prior year period.
We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 66 Table of Contents Healthcare Operations: We recognize product sales from prescriptions dispensed to patients (customers) at the time the drugs are physically delivered to a customer or when a customer picks up their prescription, which is the point in time when control transfers to the customer. 340B dispensing fees are a component of 340B contract revenue, which are recognized at the time the drugs are received by the patient, by either delivery or customer pick up.
We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. 37 Table of Contents Healthcare Operations: We recognize product revenue from prescriptions dispensed to patients (customers) at the time the drugs are physically delivered to a customer or when a customer picks up their prescription, which is the point in time when control transfers to the customer. 340B dispensing fees are a component of 340B contract revenue, which are recognized at the time the drugs are received by the patient, by either delivery or customer pick up.
The Company’s determination of the fair value using the option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. 67 Table of Contents Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of over the value assigned to net tangible and identifiable intangible assets.
The Company’s determination of the fair value using the option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. 38 Table of Contents Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of over the value assigned to net tangible and identifiable intangible assets.
Significant estimates made by management include, but are not limited to, assumptions used to calculate stock-based compensation, fair value of net assets acquired in business combinations, common stock, warrants and options issued for services, net realizable value of accounts receivables and other receivables, the useful lives of property and equipment and intangible assets determining the potential impairment of long-lived assets and goodwill, the estimate of the fair value of the lease liability and related right of use assets, pharmacy benefit manager (“PBM”) fee estimates, inventory reserve estimates, and the estimates of the valuation allowance on deferred tax assets and corporate income taxes.
Significant estimates made by management include, but are not limited to, assumptions used to calculate stock-based compensation, fair value of net assets acquired in business combinations, common stock warrants and options issued for services, net realizable value 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Notice Regarding Forward Looking Statements This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those relating to our liquidity, our belief that we will not have sufficient cash and borrowing capacity to meet our working capital needs for the next 12 months without further financing, our expectations regarding acquisitions and new lines of business, gross profit, gross margins and capital expenditures.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Notice Regarding Forward Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those relating to our liquidity, our expectations regarding the sufficiency of our cash and borrowing capacity to meet our working capital needs for the next 12 months, our expectations regarding acquisitions and new lines of business, gross profit, gross margins and capital expenditures.
The Company recorded approximately $0.1 million of impairment loss related to the write-down of a right-of-use asset as a result of taking the leased equipment out of service and not returning to service in the future. This was recorded in the Healthcare Operations reporting segment for the year ended December 31, 2024.
Impairment loss for the year ended December 31, 2024 of approximately $13.7 million was related to a goodwill impairment of approximately $0.7 million, long-lived assets, primarily intangible assets, impairment of approximately $12.8 million, and the write-down of a right-of-use asset as a result of taking the leased equipment out of service and not returning to service in the future of approximately $0.1 million.
The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Report. The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition.
The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K.
As a result, management believes that the existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. 73 Table of Contents The following table summarizes our cash flows (in thousands): Years Ended December 31, 2024 2023 Net change in cash from: Operating activities $ (5,464 ) $ (3,596 ) Investing activities (953 ) 5,199 Financing activities 72 5,860 Effect of exchange rate on cash (2 ) (47 ) Change in cash (6,347 ) 7,416 Cash at end of year $ 19,960 $ 26,307 Cash Flow from Operating Activities Net cash flows used by operating activities totaled approximately $5.5 million and $3.6 million for the years ended December 31, 2024 and 2023, respectively, and changed by approximately $1.9 million period over period.
The following table summarizes our cash flows (in thousands): Years Ended December 31, 2025 2024 Net change in cash from: Operating activities $ (6,130 ) $ (5,464 ) Investing activities 163 (953 ) Financing activities (225 ) 72 Effect of exchange rate on cash (59 ) (2 ) Change in cash (6,251 ) (6,347 ) Cash at end of year $ 13,709 $ 19,960 44 Table of Contents Cash Flow from Operating Activities Net cash used in operating activities totaled approximately $6.1 million and $5.5 million for the years ended December 31, 2025 and 2024, respectively, and changed by approximately $0.7 million period-over-period.
Cash Flow from Investing Activities Net cash flows (used in) provided by investing activities were approximately ($1.0 million) and $5.2 million for the years ended December 31, 2024 and 2023, respectively. The cash outflow in 2024 was attributable to the acquisition of Outfitter, compared to the cash inflow in 2023 due to the acquisition of Progressive Care.
Cash Flow from Investing Activities Net cash provided by investing activities for the year ended December 31, 2025 was approximately $0.2 million, and was attributable to sales of vehicles for our Healthcare Operations delivery fleet. Net cash used in investing activities for the year ended December 31, 2024 was approximately $1.0 million, primarily attributable to the acquisition of Outfitter.
The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation. (Topic 718).
The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula.
Salaries, wages and payroll taxes were approximately $11.4 million and $6.6 million for the years ended December 31, 2024 and 2023, respectively, an increase of approximately $4.8 million or 72.2%.
Salaries, wages and payroll taxes were approximately $10.7 million and $13.3 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $2.6 million or 19.5%.
The discussion should be read along with our financial statements and notes thereto contained elsewhere in this annual report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Annual Report on Form 10-K. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties.
Cash Flow Financing Activities Cash provided by financing activities of approximately $0.1 for the year ended December 31, 2024 was primarily attributable to the exercise of warrants and capital contributions of non-controlling interest, offset by repayment of notes payable.
Cash Flow Financing Activities Net cash used in financing activities was approximately $0.2 million for the year ended December 31, 2025, primarily attributable to the repayment of notes payable and repurchases of common shares.
Liquidity and Capital Resources 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 December 31, 2024, we had a cash balance of approximately $20.0 million. Our working capital was approximately $23.3 million at December 31, 2024.
The change in the net loss was a result of the factors described above. 43 Table of Contents Liquidity and Capital Resources 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.
We will also sell our Florida Sunshine vitamins through Tmall.com. 65 Table of Contents Critical Accounting Policies and Estimates Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.
We intend to pursue growth through a combination of organic expansion and selective acquisitions that complement our existing operations and enhance our technology-enabled service offerings. 36 Table of Contents Critical Accounting Policies and Estimates Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.
Factors contributing to the increase are described below. Selling, general and administrative expenses were approximately $7.9 million and $9.9 million for the years ended December 31, 2024 and 2023, respectively, a decrease of approximately $2.1 million or 20.7%.
Factors contributing to the decrease are described below. Selling, general and administrative expenses remained relatively consistent at approximately $6.0 million and $6.2 million for the year ended December 31, 2025 and 2024, respectively. The $0.2 million decrease was primarily due to a decrease in computer equipment purchases.
As of the date of this report, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months.
As of the date of filing this Annual Report on Form 10-K, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.
Professional fees were approximately $4.4 million and $2.0 million for the years ended December 31, 2024 and 2023, respectively, an increase of approximately $2.4 million or 122.2%.
Professional fees include expenses for legal fees, accounting services fees, consulting fees, and public company expenses. Professional fees were approximately $2.3 million and $4.4 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $2.1 million or 48.6%.
For the year ended December 31, 2024, overall revenues were approximately $65.5 million compared to $37.8 million for the year ended December 31, 2023, an increase of approximately $27.7 million or 73.4%.
For the year ended December 31, 2025, overall revenues were approximately $54.3 million compared to $66.1 million for the year ended December 31, 2024, a decrease of approximately $11.8 million or 17.8%.
Total e-Commerce revenues were approximately $13.8 million and $11.0 million for the years ended December 31, 2024 and 2023, respectively, an increase of approximately $2.8 million mainly due to the Outfitter acquisition on April 1, 2024. Total pharmacy prescription and 340B contract revenues were approximately $51.7 million and $26.8 million for the years ended December 31, 2024 and 2023, respectively.
Total e-Commerce revenues were approximately $14.6 million and $13.8 million for the years ended December 31, 2025 and 2024, respectively, an increase of approximately $0.8 million primarily due to an increase in airtime and hardware sales of approximately $0.4 million and a favorable foreign currency impact of approximately $0.4 million.
Without those non-recurring items, loss before other income would have been approximately $6.6 million for the year ended December 31, 2024 compared to $9.3 million for the year ended December 31, 2023. 69 Table of Contents Revenue Our revenues were as follows (in thousands): Years Ended December 31, 2024 2023 Dollars % of Revenue Dollars % of Revenue $ Change % Change Sales of products, net: e-Commerce revenue $ 13,791 21 % $ 10,977 29 % $ 2,814 26 % Pharmacy prescription and other revenue, net of PBM fees 41,308 63 % 21,412 57 % 19,896 93 % Sub total 55,099 84 % 32,389 86 % 22,710 70 % Revenues from services: Pharmacy 340B contract revenue 10,384 16 % 5,367 14 % 5,017 93 % Revenues, net $ 65,483 100 % $ 37,756 100 % 27,727 73 % Revenues, net for the year ended December 31, 2024, consisted of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans, pharmacy prescription revenue, and 340B contract revenues.
Our loss before other income decreased by approximately $14.0 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024, primarily as a result of the decrease in non-recurring impairment losses of approximately $13.7 million for the year ended December 31, 2024. 40 Table of Contents Revenue, net Our net revenues were as follows (in thousands): Years Ended December 31, 2025 2024 Dollars % of Revenue Dollars % of Revenue $ Change % Change e-Commerce revenue $ 14,608 27 % $ 13,791 21 % $ 817 6 % Pharmacy prescription and other revenue, net of PBM fees 35,704 66 % 41,907 63 % (6,203 ) (15 )% Pharmacy 340B contract revenue 4,010 7 % 10,384 16 % (6,374 ) (61 )% Revenues, net $ 54,322 100 % $ 66,082 100 % $ (11,760 ) (18 )% Our net revenues consist of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans; pharmacy prescription revenues; and pharmacy 340B contract revenues.
Our loss before other income increased by approximately $0.4 million for the year ended December 31, 2024, when compared to the year ended December 31, 2023, as a result of the increase in operating expenses of approximately $5.3 million, offset by the increase in gross profit of approximately $4.9 million.
Total Other (Expense) Income Our total other (expense) income changed by approximately $2.0 million for the year ended December 31, 2025 when compared to the same period in 2024.
The decrease for the year ended December 31, 2024, was mainly attributable to a decrease in stock-based compensation of approximately $3.8 million due to non-recurring grants fully vested, offset by an increase of approximately $1.5 million relating to operating expenses of the Healthcare Operations as a result of the Progressive Care acquisition on July 1, 2023 and approximately $0.4 million relating to the Outfitter acquisition on April 1, 2024.
The decrease was attributable to the decrease of stock-based compensation for non-recurring grants fully vested of approximately $1.1 million, a decrease in executive compensation of approximately $0.4 million, and a decrease of approximately $1.1 million resulting from a reduction in total headcount. 42 Table of Contents No impairment loss was recognized during the year ended December 31, 2025.
TPA services provided to covered entities include consulting services, accounting and reconciliation of contract pharmacy billings, and various compliance services. Billings for most prescription orders are with third-party payers, including Medicare, Medicaid, and insurance carriers. Customer returns are nominal.
We recognize revenue from TPA services as we satisfy the services under the TPA contract with a 340B covered entity. TPA services provided to covered entities include consulting services, accounting and reconciliation of contract pharmacy billings, and various compliance services.
Management does not expect these increases in professional fees to be recurring expenses in the foreseeable future. Depreciation and amortization expenses were approximately $2.5 million and $2.1 million for the years ended December 31, 2024 and 2023, respectively, an increase of approximately $0.4 million or 18.4%.
The decrease was mainly attributable to the decrease in accounting services fees of approximately $0.2 million, a decrease in director fees of approximately $0.2 million, and a decrease in legal and consulting fees of approximately $1.7 million. Depreciation and amortization was approximately $0.5 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.
The change in the net loss was a result of the factors described above. Comprehensive Loss We recorded comprehensive losses for foreign currency translation adjustments of approximately $3,000 and $22,000 for the years ended December 31, 2024 and 2023, respectively. The change was primarily attributable to exchange rate variances.
Net Loss We recorded net losses of approximately $10.5 million and $22.5 million for the years ended December 31, 2025 and 2024, respectively.
Gross profit margins for the years ended December 31, 2024 and 2023 were approximately 24.8% and 30.0%, respectively. The decrease in gross profit margin was primarily attributable to the Healthcare Operations reportable segment as it continues to experience pressures from medication price increases along with reimbursement rates not keeping pace with those increases.
The decrease in revenue was primarily attributable to a decrease of approximately $12.6 million from Healthcare Operations, which was partially offset by an increase of approximately $0.8 million as from e-Commerce Operations. Gross margins for the years ended December 31, 2025 and 2024 were approximately 20% and 26%, respectively.
See the section above entitled “ - Overview - Business acquisition of Progressive Care, Inc. ” Off-balance Sheet Arrangements We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.
The repurchased shares are held as treasury stock. The authorized share repurchase program expired on December 16, 2025 and has not been extended as of the date of filing this Annual Report on Form 10-K. Off-balance Sheet Arrangements We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.
Billings for most prescription orders are with third-party payers, including Medicare, Medicaid, and insurance carriers. Customer returns are nominal. Prescription revenues exceeded 80% of total revenue for all periods presented. We recognize revenue from TPA services as we satisfy the services under the TPA contract with a 340B covered entity.
Authorization is obtained electronically and a corresponding authorization number is issued by the customer’s insurance provider. We record unearned revenue for prescriptions that are filled but not yet delivered at period-end. Billings for most prescription orders are with third-party payers, including Medicare, Medicaid, and insurance carriers. Customer returns are nominal.
Removed
Overview e-Commerce Operations: Leveraging the e-Commerce experience of the Company’s management team and the Company’s existing e-Commerce platforms, the Company has embarked upon the rollout of 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 enabling customers and partners to optimize their e-commerce presence and revenue, which we expect will become the focus of the Company’s business in the future.
Added
Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. Executive Overview NextPlat Corp operates through two primary business segments: e-Commerce Operations and Healthcare Operations.
Removed
Historically, the business of NextPlat has been the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. The Company 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.
Added
Our strategy is focused on expanding global e-Commerce distribution of satellite communication products and services while continuing to grow our healthcare platform through pharmacy services and healthcare data analytics solutions. Our e-Commerce Operations segment distributes satellite communications equipment, connectivity solutions, and related services through proprietary websites and third-party marketplaces.
Removed
NextPlat has announced its intention to broaden its e-commerce platform and is implementing comprehensive systems upgrades to support this initiative. e-Commerce transaction volumes at the Company’s owned and operated websites in the UK and United States continued to grow throughout the year setting monthly performance records. 62 Table of Contents Healthcare Operations: Through our wholly owned subsidiaries, we currently own and operate five pharmacies, which generate most of our pharmacy revenues, which is derived from dispensing medications to our patients.
Added
These products enable voice, data, tracking, and emergency communications in remote environments where traditional terrestrial communications infrastructure may be unavailable or unreliable. We generate revenue primarily from the sale of satellite communication devices and related equipment, as well as recurring revenue from satellite airtime and connectivity service plans.
Removed
We also provide patient health risk reviews and free same-day and next-day delivery.
Added
Our Healthcare Operations segment operates through Progressive Care LLC and its pharmacy and healthcare technology subsidiaries. This segment provides prescription pharmaceuticals, medication therapy management services, long-term care pharmacy support, and healthcare analytics solutions.
Removed
In addition, our healthcare operations provide Third Party Administration (“TPA”), data management, COVID-19 related diagnostics and vaccinations, prescription pharmaceuticals, compounded medications, telepharmacy services, anti-retroviral medications, medication therapy management, the supply of prescription medications to long-term care facilities, medication adherence packaging, contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program, and health practice risk management.
Added
The segment also participates in the federal 340B Drug Pricing Program through contract pharmacy arrangements, which contributes meaningfully to pharmacy segment margins. 34 Table of Contents 2025 Operating Environment During 2025, we continued to expand our global e-commerce distribution capabilities and healthcare services platform.
Removed
Our healthcare operations are focused on improving the lives of patients with complex chronic diseases through a patient and provider engagement and their partnerships with payors, pharmaceutical manufacturers, and distributors. We offer a broad range of solutions to address the dispensing, delivery, dosing, and reimbursement of clinically intensive, high-cost drugs.
Added
Our operations were influenced by several factors, including evolving global supply chain conditions, inflationary pressures affecting product sourcing and logistics costs, and ongoing regulatory developments affecting healthcare reimbursement and pharmaceutical pricing.
Removed
Our pharmacies also provide contracted pharmacy services for 340B covered entities under the 340B Drug Discount Pricing Program. Under the terms of these agreements, our pharmacies act as a pass-through for reimbursements on prescription claims adjudicated on behalf of the 340B covered entities in exchange for a dispensing fee per prescription.
Added
In our e-Commerce segment, growth continues to be driven by increasing demand for satellite communications solutions among commercial enterprises, government organizations, and individual users operating in remote or infrastructure-limited environments. The expansion of global e-Commerce marketplaces has allowed us to broaden our international customer base while increasing the availability of our products across multiple geographic markets.
Removed
These fees vary by the covered entity and the level of services we provide. Our healthcare operations are focused on complex chronic diseases that generally require multiyear or lifelong therapy, which drives recurring revenue and sustainable growth.
Added
In our healthcare segment, pharmacy operations continue to focus on improving medication adherence among patients with chronic conditions, expanding long-term care pharmacy services, and increasing utilization of healthcare analytics and data management solutions provided through our ClearMetrX platform.
Removed
Our pharmacy services revenue growth is from expanding their services, new drugs coming to market, new indications for existing drugs, volume growth with current clients, and additions of new customers due to their focus on higher patient engagement, benefit of free delivery to the patient, and clinical expertise.
Added
Results of Operations During 2025, we continued to execute on our strategy of expanding our global e-Commerce distribution platform while maintaining our healthcare services operations. Our results for the year reflect modest growth in our e-Commerce segment and significant improvement in our overall net loss, despite lower revenues in our healthcare segment.
Removed
The pharmacies also expanded revenue growth through the signing of new contract pharmacy service and data management contracts with 340B covered entities. Our healthcare operations also provide data management and TPA services for 340B covered entities, pharmacy analytics, and programs to manage HEDIS Quality Measures including Medication Adherence.
Added
For the year ended December 31, 2025, we generated net revenues of approximately $54.3 million, compared with $66.1 million for year ended December 31, 2024, representing a decrease of approximately $11.8 million, or 18%, year over year.
Removed
These offerings cater to the need for frontline providers to understand best practices, patient behaviors, care management processes, and the financial mechanisms behind these decisions. ClearMetrX provides data access, and actionable insights that providers and support organizations can use to improve their practice and patient care.
Added
The decline in revenue was primarily attributable to a reduction of approximately $12.6 million in Healthcare Operations, largely reflecting lower pharmacy 340B contract revenue and reduced pharmacy prescription revenues during the year.
Removed
ClearMetrX’s TPA services include management of wholesale accounts, patient eligibility with regard to the 340B drug program, development and review of 340B policies and procedures, and management of receivables. Business Acquisition of Progressive Care, LLC (formerly Progressive Care Inc.) On August 30, 2022, NextPlat entered into a Securities Purchase Agreement (the “SPA”) between NextPlat and Progressive Care Inc.
Added
These decreases were partially offset by continued growth in our e-Commerce Operations segment, where revenues increased by approximately $0.8 million, reflecting ongoing demand for satellite communications products and related connectivity services across our global e-commerce platforms. 35 Table of Contents Gross margins were approximately 20% for the year ended December 31, 2025, compared with 26% in 2024.
Removed
(“Progressive Care”), under which NextPlat, its Executive Chairman and Chief Executive Officer, Charles M. Fernandez, board member, Rodney Barreto, and certain other investors invested an aggregate of $8.3 million into Progressive Care.
Added
The decrease in gross margin primarily reflects lower 340B contract revenues within the healthcare segment as well as higher airtime service costs in the e-Commerce segment following the expiration of a service provider airtime contract at the end of 2024. Despite the decline in overall net revenues and gross margins, our operating performance improved significantly during 2025.
Removed
In connection with the SPA, NextPlat purchased 3,000 newly issued Units of Progressive Care valued at $6 million, with each Unit comprised of one share of Progressive Care’s Series B Convertible Preferred Stock, $0.001 par value, and one Investor Warrant to purchase a share of Series B Convertible Preferred Stock at an exercise price of $2,000 The Investor Warrants may also be exercised, in whole or in part, by means of a cashless exercise.
Added
Loss before other income decreased by approximately $14.0 million compared with the prior year, primarily due to the absence of significant non-recurring impairment charges that were recognized during 2024. As a result, net loss declined substantially year-over-year, reflecting improved operating efficiency and the non-recurrence of these impairment-related charges.
Removed
The Convertible Preferred Stock has a stated value of $2,000 per share and each Preferred Stock share has the equivalent voting rights of 500 common stock shares (after giving effect to the Reverse Stock Split described below).
Added
Liquidity, Capital Resources, and Strategic Focus Our operations require significant working capital to support inventory purchases, pharmaceutical procurement, and the continued development of our technology platforms.
Removed
Each share of Series B Convertible Preferred Stock is convertible at any time at the option of the holder into shares of Progressive Care Common Stock shares determined by dividing the stated value by the conversion price which is $4.00 (after giving effect to the Reverse Stock Split described below). Also, pursuant to the SPA, Messrs.
Added
While we have historically funded operations through a combination of available cash and equity issuances, we may require additional capital to support future growth initiatives, including potential acquisitions and expansion of our healthcare and e-commerce operations. Management continues to evaluate strategic alternatives and operational initiatives intended to strengthen our liquidity position and support long-term growth.
Removed
Fernandez and Barreto were nominated for election to Progressive Care’s Board of Directors. 63 Table of Contents In addition, on August 30, 2022, NextPlat Corp, Messrs. Fernandez and Barreto, and certain other investors (collectively, the “NextPlat Investors”) purchased from Iliad Research a Secured Convertible Promissory Note, dated March 6, 2019, made by Progressive Care to Iliad (the “Note”).
Added
Our strategy is focused on expanding our global e-Commerce distribution of satellite communications products and services while continuing to grow our healthcare platform through pharmacy services and healthcare analytics capabilities.
Removed
The accrued and unpaid principal and interest under the note at the time of the purchase was approximately $2.8 million.
Added
Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. 39 Table of Contents Results of Operations Years Ended December 31, 2025 2024 $ Change % Change Revenue, net $ 54,322 $ 66,082 $ (11,760 ) (18 )% Cost of revenue 43,416 49,074 (5,658 ) (12 )% Gross profit 10,906 17,008 (6,102 ) (36 )% Operating expenses 19,906 40,033 (20,127 ) (50 )% Loss before other income (9,000 ) (23,025 ) 14,025 (61 )% Other expense (income) 1,463 (570 ) 2,033 (357 )% Loss before income taxes (10,463 ) (22,455 ) 11,992 (53 )% Income taxes — (71 ) 71 (100 )% Net loss (10,463 ) (22,526 ) 12,063 (54 )% Deemed dividend (1,249 ) — (1,249 ) — % Net loss attributable to non-controlling interest — 9,100 (9,100 ) (100 )% Net loss attributable to common stockholders $ (11,712 ) $ (13,426 ) $ 1,714 (13 )% For the years ended December 31, 2025 and 2024, we recognized overall net revenue from operations of approximately $54.3 million and $66.1 million, an overall decrease of approximately $11.8 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024, respectively.
Removed
Upon the completion the purchase of the Note, the NextPlat Investors and Progressive Care entered into a Modification Agreement pursuant to which the Note was amended and restated with modified terms, including a modified conversion price of $4.00 per share of common stock (after giving effect to the Reverse Stock Split described below), and a mandatory conversion upon the later to occur of (a) the completion of the Progressive Care’s reverse stock split, and (b) the listing of Progressive Care’s common stock on a national exchange, including the Nasdaq Capital Market, the Nasdaq Global Market, or the New York Stock Exchange (the “A&R Note”).
Added
The decrease in gross margin was attributable to the overall decline in gross profit in both operating segments. The gross margin for Healthcare Operations decreased during 2025 to approximately 19% from 26% when compared to 2024 and was primarily attributable to the decrease in pharmacy 340B contract revenue.
Removed
As consideration for their entry into the Debt Modification Agreement, Progressive Care issued 105,000 shares of its common stock to the NextPlat Investors, of which NextPlat, Messrs. Fernandez and Barreto, received 45,653, 18,261, and 18,261 shares, respectively. On September 13, 2022, the Progressive Care Board of Directors appointed Charles M.
Added
The gross margin for e-Commerce Operations decreased during 2025 to approximately 23% from 25% when compared to 2024 due to a service provider airtime contract that expired on December 31, 2024, which introduced new airtime costs beginning January 1, 2025, and temporary rate reductions for some customers affected by ongoing service interruptions.
Removed
Fernandez as Chairman of the Board of Directors and Rodney Barreto as the Vice Chairman of the Board of Directors. On November 11, 2022, Progressive Care’s Board appointed Mr. Fernandez to serve as the new Chief Executive Officer of Progressive Care.
Added
Total pharmacy prescription and other revenue, net of PBM fees, were approximately $35.7 million and $41.9 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $6.2 million.
Removed
On December 29, 2022, Progressive Care filed a Certificate of Amendment to Articles of Incorporation (the “Amendment to Articles”) with the Secretary of State of the State of Delaware.
Added
The decrease was attributable to the decrease in the number of total prescriptions filled of approximately $11.3 million, which was offset by the increase in reimbursement rates per prescription filled of approximately $5.1 million. During the year ended December 31, 2025, we filled approximately 374,000 prescriptions versus 473,000 in the prior year period.
Removed
Pursuant to the Amendment to Articles, each 200 shares of Progressive Care’s common stock outstanding was converted into one share of common stock (the “Reverse Stock Split”) and the number of shares of common stock that Progressive Care is authorized to issue was reduced to 100 million (the “Reduction in Authorized Stock”).
Added
The decline in prescription volume during the current year period was influenced in part by the continued changes in provider relationships and shifts in patient flow due to insurance network adjustments or provider decisions to align with different pharmacy partners.
Removed
The Reverse Stock Split and the Reduction in Authorized Stock were approved by the Progressive Care Board of Directors and the shareholders.
Added
Pharmacy 340B contract revenue was approximately $4.0 million and $10.4 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $6.4 million, due to certain relationships transitioning to other pharmacy partners, some covered entities opened in-house pharmacies, and another covered entity no longer participates in the 340B program. 41 Table of Contents Operating Expenses Our operating expenses were as follows (in thousands): Years Ended December 31, 2025 2024 $ Change % Change Selling, general and administrative $ 6,043 $ 6,179 $ (136 ) (2 )% Salaries, wages and payroll taxes 10,707 13,303 (2,596 ) (20 )% Impairment loss — 13,653 (13,653 ) (100 )% Professional fees 2,264 4,401 (2,137 ) (49 )% Depreciation and amortization 540 788 (248 ) (31 )% Intangible asset amortization 102 1,709 (1,607 ) (94 )% Loss on settlement of litigation 250 — 250 — % Total operating expenses $ 19,906 $ 40,033 $ (20,127 ) (50 )% Total operating expenses for the year ended December 31, 2025 were approximately $19.9 million, a decrease of approximately $20.1 million or 50.3% from total operating expenses for the year ended December 31, 2024, of approximately $40.0 million.
Removed
On May 5, 2023, NextPlat entered into a Securities Purchase Agreement (the “SPA”) with Progressive Care, pursuant to which NextPlat purchased 455,000 newly issued units of securities from Progressive Care (the “Units”) at a price per Unit of $2.20 for an aggregate purchase price of $1 million (the “Unit Purchase”).
Added
Intangible asset amortization was approximately $0.1 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $1.6 million or 94.0%. The decrease was attributable to the decrease in the carrying amount of intangible assets when compared to the prior year period.
Removed
Each Unit consisted of one share of common stock, par value $0.0001 per share, of Progressive Care and one warrant to purchase a share of common stock (the “PIPE Warrants”). The PIPE Warrants have a three-year term and are immediately exercisable. Each PIPE Warrant is exercisable at $2.20 per share of common stock.

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