Form 8-K

8-K — NextPlat Corp

Accession: 0001437749-26-011334

Filed: 2026-04-06

Period: 2026-04-02

CIK: 0001058307

SIC: 4813 (TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE))

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — nxpl20260402_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ex_941092.htm)

EX-99.1 — EXHIBIT 99.1 (ex_941068.htm)

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--12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 2, 2026

NEXTPLAT CORP

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-40447

65-0783722

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

400 Ansin Blvd., Suite A

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

(305) 560-5381

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Stock, par value $0.0001

NXPL

The Nasdaq Stock Market, Inc.

Warrants

NXPLW

The Nasdaq Stock Market, Inc.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 2, 2026, NextPlat Corp (the “Company”) filed an amended and restated certificate of incorporation (the “Amendment”) to effectuate a reverse stock split at a ratio of 1-to-10 (the “Reverse Stock Split”), as approved by the Company’s Board of Directors. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01am Eastern Time on April 13, 2026 (the “Effective Time”). The Amendment provides that, at the Effective Time, every 10 shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any changes in par value per share, which will remain $0.0001.

As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 26.9 million shares to approximately 2.7 million shares, and the number of authorized shares of common stock will remain at 50 million shares. In addition, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and warrants, and a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest) equal to such fraction multiplied by the closing price of our common stock on Nasdaq on the date of effectiveness of the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares.

The Company’s common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on April 13, 2026. The trading symbol for the common stock will remain “NXPL.” The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 68557F308), but the par value and other terms of the common stock are not affected by the Reverse Stock Split.

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On April 2, 2026, the Company issued a press release to announce the effective date for the Reverse Stock Split. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December 31, 2025 and 2024 (in thousands except per share amounts).

PRE SPLIT (1)

POST SPLIT

Years Ended December 31,

2025

2024

2025

2024

Net loss attributable to common stockholders

(11,712

)

(13,426

)

(11,712

)

(13,426

)

Basic weighted average common shares outstanding

26,535

20,614

2,653

2,061

Potentially dilutive common shares

—

Diluted weighted average common shares outstanding

26,535

20,614

2,653

2,061

Basic weighted average loss per common share

(0.44

)

(0.65

)

(4.41

)

(6.51

)

Diluted weighted average loss per common share

(0.44

)

(0.65

)

(4.41

)

(6.51

)

(1) The pre-split amounts represent the amounts reported in the Company’s Form 10-K filed on March 31, 2026.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.

Description

3.1

Amendment to Amended and Restated Certificate of Incorporation of NextPlat Corp.

99.1

Press Release dated April 2, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NEXTPLAT CORP

By:

/s/ David Phipps

Name:

David Phipps

Title:

Chief Executive Officer and President

Dated: April 6, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: ex_941092.htm · Sequence: 2

Image Exhibit

Exhibit 3.1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_941068.htm · Sequence: 3

ex_941068.htm

Exhibit 99.1

NextPlat Announces 1-for-10 Reverse Stock Split to Be Effective Prior to Market Open on April 13, 2026

HALLANDALE BEACH, FL – April 2, 2026 – NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global consumer products and services company providing healthcare and technology solutions through e-commerce and retail channels worldwide, today announced that it ﬁled an amendment to its amended and restated certiﬁcate of incorporation with the Secretary of State of the State of Nevada to eﬀect a one-for-ten (1:10) reverse stock split of its common stock. Following required notifications and receipt of approvals, the reverse stock split will now take eﬀect at 12:01 am (Eastern Time) on April 13, 2026, and the Company’s common stock will open for trading on The Nasdaq Global Market on April 13, 2026 on a post-split basis, under the existing ticker symbol “NXPL” but with a new CUSIP number 68557F 308.

As a result of the reverse stock split, every ten (10) shares of the Company’s common stock issued and outstanding prior to the opening of trading on April 13, 2026, will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.0001. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder of record would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder of record will be entitled to receive a cash payment in lieu of a fractional share.

As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 26.9 million shares to approximately 2.7 million shares, and the number of authorized shares of common stock will remain at 50 million shares.

About NextPlat Corp

NextPlat is a global consumer products and services company providing healthcare and technology solutions through e-Commerce and retail channels worldwide. Through acquisitions, joint ventures and collaborations, the Company seeks to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-Commerce presence and revenue. NextPlat currently operates an e-Commerce communications division offering voice, data, tracking, and IoT products and services worldwide as well as pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company’s business and any of its products, services or solutions. The words “believe,” “forecast,” “project,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company’s ability to launch additional e-commerce capabilities for consumer and healthcare products and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company’s previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.

Media and Investor Contact for NextPlat Corp:

Michael Glickman

MWGCO, Inc.

917-397-2272

mike@mwgco.net

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