NextPlat Corp announces definitive business combination with Progressive Care

NextPlat Corp (NASDAQ: NXPL, NXPLW), a renowned global e-Commerce provider, has entered into a definitive business combination agreement with its majority-owned subsidiary, Progressive Care Inc. (OTCQB: RXMD). This strategic move is set to enhance both companies’ market positions by leveraging their combined strengths in the e-commerce and healthcare sectors.

The agreement, meticulously crafted by special committees of independent directors from both NextPlat and Progressive Care, outlines that a wholly owned subsidiary of NextPlat (referred to as the “Merger Sub”) will merge with and into Progressive Care. Post-merger, the Merger Sub will continue as a wholly owned subsidiary under the new name, Progressive Care LLC. As part of the merger terms, shareholders of Progressive Care will receive newly issued, registered shares of NextPlat’s Common Stock, based on a fixed exchange ratio derived from a 20-day volume-weighted average price (VWAP) of NextPlat’s stock and a per-share value of Progressive Care at $2.20.

This transaction, unanimously approved by the Board of Directors of both companies, is anticipated to close in the third quarter of 2024, subject to regulatory approvals, stockholder consent, and other standard closing conditions.

Charles M. Fernandez, Executive Chairman and CEO of NextPlat Corp, highlighted the merger’s benefits, stating, “Over the past two years, our team has worked to better position Progressive Care for continued growth and success, the results of which can clearly been seen in its strong fiscal 2023 results.” He added that the merger is expected to yield substantial synergies, including top-line growth and enhanced profitability. These will be partly achieved by expanding Progressive Care’s consumer offerings with new products, like the upcoming Florida Sunshine brand of premium-grade vitamins and dietary supplements.

The business combination follows significant investments in Progressive Care by NextPlat, Charles M. Fernandez, board member Rodney Barreto, and other investors, totaling more than $10 million since August 2022. As of July 1, 2023, NextPlat and the mentioned investors collectively owned approximately 53% of Progressive Care’s voting common stock, securing a controlling interest.

Legal advisory for the deal was provided by ArentFox Schiff LLP for NextPlat and Lucosky Brookman LLP for Progressive Care.

This merger not only signifies a substantial step forward for NextPlat in solidifying its footprint in the personalized healthcare services market but also demonstrates a strategic foresight in optimizing operational efficiencies and reducing redundancies. The integration of these two entities is poised to create a robust platform capable of delivering enhanced value to shareholders and a broader consumer base.