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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________to _______________.

Commission File Number 001-40447

NEXTPLAT CORP

(Exact name of registrant as specified in its charter)

Nevada		65-0783722
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

400 Ansin Blvd, Suite A, Hallandale Beach, FL		33009
(Address of principal executive offices)		(Zip Code)

(305)-560-5381

Registrant’s telephone number, including area code

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.

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

Class		Outstanding at November 10, 2025
Common Stock, $0.0001 par value		26,304,987 (excluding 130,549 shares held as treasury stock)

Table of Contents

FORM 10-Q

INDEX

	Page

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	2

CONDENSED CONSOLIDATED BALANCE SHEETS	2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38

ITEM 4. CONTROLS AND PROCEDURES	38

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	39

ITEM 1A. RISK FACTORS	39

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	41

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	41

ITEM 4. MINE SAFETY DISCLOSURES	41

ITEM 5. OTHER INFORMATION	42

ITEM 6. EXHIBITS	44

SIGNATURES	45

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report and other documents that we file with the Securities and Exchange Commission (“SEC”) contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs and our management’s assumptions. Statements that are not historical facts are forward-looking statements, including forward-looking information concerning sales trends, gross margins, number and location of new store openings, outcomes of litigation, the level of capital expenditures, industry trends, demographic trends, growth strategies, financial results, cost reduction initiatives, acquisition synergies, regulatory approvals, and competitive strengths. Words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “sustain,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” and variations of such words and similar expressions are often used to identify such forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those described in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 24, 2025 (“2024 Form 10-K”), this quarterly report on Form 10-Q for the three and nine months ended September 30, 2025, and our other reports that we file or furnish with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, we undertake no obligation to update publicly any forward-looking statements after the date they are made, whether as a result of new information, future events, changes in assumptions or otherwise.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The accompanying Condensed Consolidated Financial Statements of NextPlat Corp (“NextPlat,” the “Company,” “we,” or “our”), for the three and nine months ended September 30, 2025 and for comparable periods in the prior year are included below. These condensed consolidated financial statements should be read in conjunction with the notes to the condensed consolidated financial statements that follow.

NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par data)

	*September 30, 2025*			*December 31, 2024*
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	13,926		$	19,960
Accounts receivable, net		4,018			4,895
Receivables - other, net		1,716			732
Inventory, net		5,616			4,881
Unbilled revenue		306			237
VAT receivable		371			371
Prepaid expenses		256			404
Total Current Assets		26,209			31,480

Property and equipment, net		2,594			3,407

Goodwill		156			156
Intangible assets, net		448			524
Operating right-of-use assets, net		527			812
Finance right-of-use assets, net		—			5
Deposits		79			94
Total Other Assets		1,210			1,591
Total Assets	$	30,013		$	36,478

LIABILITIES AND EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	6,437		$	7,230
Contract liabilities		243			89
Notes payable		252			380
Due to related party		4			48
Operating lease liabilities		356			404
Finance lease liabilities		—			5
Income taxes payable		71			54
Total Current Liabilities		7,363			8,210

Long Term Liabilities:
Notes payable, net of current portion		907			1,032
Operating lease liabilities, net of current portion		197			438
Total Liabilities		8,467			9,680

Commitments and Contingencies		—			—

Equity
Common stock ($0.0001 par value; 50,000,000 shares authorized, 26,224,987 and 25,963,051 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)		3			3
Additional paid-in capital		75,913			75,697
Accumulated deficit		(54,267	)		(48,950	)
Accumulated other comprehensive loss		(117	)		(66	)
Treasury stock (at cost; 130,549 shares as of September 30, 2025 and no shares as of December 31, 2024, respectively)		(100	)		—
Equity attributable to NextPlat Corp stockholders		21,432			26,684
Equity attributable to non-controlling interests		114			114
Total Equity		21,546			26,798

Total Liabilities and Equity	$	30,013		$	36,478

See accompanying notes to condensed consolidated financial statements.

Table of Contents

NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except par value)

(Unaudited)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Sales of products, net	$	13,099		$	12,865		$	38,444		$	41,015
Revenues from services		653			2,502			3,073			8,834
Revenue, net		13,752			15,367			41,517			49,849

Cost of products		11,012			11,799			32,410			35,539
Cost of services		10			10			31			31
Cost of revenue		11,022			11,809			32,441			35,570

Gross profit		2,730			3,558			9,076			14,279

Operating expenses:
Selling, general and administrative		1,510			1,728			4,415			4,650
Salaries, wages and payroll taxes		2,665			3,478			7,929			10,293
Impairment loss		—			3,729			—			13,653
Professional fees		389			2,144			1,509			4,133
Depreciation and amortization		130			197			450			608
Intangible asset amortization		25			281			76			1,679
Total operating expenses		4,719			11,557			14,379			35,016

Loss before other (income) expense		(1,989	)		(7,999	)		(5,303	)		(20,737	)

Other (income) expense:
Loss (gain) on sale or disposal of property and equipment		36			(98	)		199			(98	)
Loss on settlement of litigation		250			—			250			—
Interest expense		14			22			47			62
Interest earned		(88	)		(183	)		(295	)		(596	)
Other income		—			(2	)		—			(2	)
Foreign currency exchange rate variance		10			(119	)		(201	)		(87	)
Total other (income) expense		222			(380	)		—			(721	)

Loss before income taxes and non-controlling interest		(2,211	)		(7,619	)		(5,303	)		(20,016	)

Income taxes		26			(45	)		(14	)		(92	)
Net loss		(2,185	)		(7,664	)		(5,317	)		(20,108	)

Net loss attributable to non-controlling interest		—			3,448			—			9,100
Net loss attributable to NextPlat Corp	$	(2,185	)	$	(4,216	)	$	(5,317	)	$	(11,008	)

Comprehensive loss:
Net loss	$	(2,185	)	$	(7,664	)	$	(5,317	)	$	(20,108	)
Foreign currency gain (loss)		18			6			(51	)		(30	)
Comprehensive loss	$	(2,167	)	$	(7,658	)	$	(5,368	)	$	(20,138	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(2,185	)	$	(4,216	)	$	(5,317	)	$	(11,008	)
Weighted number of common shares outstanding – basic and diluted		25,992			18,982			25,974			18,844

Basic and diluted loss per share	$	(0.08	)	$	(0.22	)	$	(0.20	)	$	(0.58	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands)

(Unaudited)

For the Three and Nine Months Ended September 30, 2025

	*Common Stock*				*Additional*								*Treasury Stock*
	*$0.0001 Par Value*				*Paid in*		*Accumulated*			*Comprehensive*			*Cost*						*Stockholders’*			*Non-controlling*		*Total*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Loss*			*Shares*			*Amount*			*Equity*			*Interests*		*Equity*
Balance at December 31, 2024		25,963	$	3	$	75,697	$	(48,950	)	$	(66	)		—		$	—		$	26,684		$	114	$	26,798
Stock-based compensation in connection with options granted		—		—		7		—			—			—			—			7			—		7
Comprehensive loss		—		—		—		—			(11	)		—			—			(11	)		—		(11	)
Net loss		—		—		—		(1,343	)		—			—			—			(1,343	)		—		(1,343	)
Balance at March 31, 2025		25,963		3		75,704		(50,293	)		(77	)		—			—			25,337			114		25,451
Stock-based compensation in connection with options granted		—		—		4		—			—			—			—			4			—		4
Comprehensive loss		—		—		—		—			(58	)		—			—			(58	)		—		(58	)
Net loss		—		—		—		(1,789	)		—			—			—			(1,789	)		—		(1,789	)
Balance at June 30, 2025		25,963		3		75,708		(52,082	)		(135	)		—			—			23,494			114		23,608
Issuance of common stock related to restricted stock award		262		—		205		—			—			—			—			205			—		205
Shares repurchased		—		—		—		—			—			(131	)		(100	)		(100	)		—		(100	)
Comprehensive gain		—		—		—		—			18			—			—			18			—		18
Net loss		—		—		—		(2,185	)		—			—			—			(2,185	)		—		(2,185	)
Balance at September 30, 2025		26,225	$	3	$	75,913	$	(54,267	)	$	(117	)		(131	)	$	(100	)	$	21,432		$	114	$	21,546

For the Three and Nine Months Ended September 30, 2024

	*Common Stock*				*Additional*								*Treasury Stock*
	*$0.0001 Par Value*				*Paid in*		*Accumulated*			*Comprehensive*			*Cost*				*Stockholders’*			*Non-controlling*			*Total*
	*Shares*		*Amount*		*Capital*		*Deficit*			*Loss*			*Shares*		*Amount*		*Equity*			*Interests*			*Equity*
Balance at December 31, 2023		18,725	$	2	$	67,170	$	(34,925	)	$	(63	)		—	$	—	$	32,184		$	15,903		$	48,087
Stock-based compensation in connection with options granted		—		—		160		—			—			—		—		160			—			160
Stock-based compensation in connection with restricted stock awards		—		—		387		—			—			—		—		387			65			452
Capital contribution of non-controlling interests		—		—		—		—			—			—		—		—			122			122
Comprehensive loss		—		—		—		—			(27	)		—		—		(27	)		—			(27	)
Net loss		—		—		—		(1,481	)		—			—		—		(1,481	)		(220	)		(1,701	)
Balance at March 31, 2024		18,725		2		67,717		(36,406	)		(90	)						31,223			15,870			47,093
Stock-based compensation in connection with options granted		—		—		159		—			—			—		—		159			—			159
Issuance of common stock related to restricted stock award		200		—		387		—			—			—		—		387			—			387
Issuance of common stock related to exercise of warrants		48		—		85		—			—			—		—		85			—			85
Comprehensive loss		—		—		—		—			(9	)		—		—		(9	)		—			(9	)
Net loss		—		—		—		(5,311	)		—			—		—		(5,311	)		(5,432	)		(10,743	)
Balance at June 30, 2024		18,973		2		68,348		(41,717	)		(99	)						26,534			10,438			36,972
Stock-based compensation in connection with options granted		—		—		115		—			—			—		—		115			—			115
Issuance of common stock related to restricted stock award		20		—		24		—			—			—		—		24			340			364
Comprehensive gain		—		—		—		—			6			—		—		6			—			6
Net loss		—		—		—		(4,216	)		—			—		—		(4,216	)		(3,448	)		(7,664	)
Balance at September 30, 2024		18,993	$	2	$	68,487	$	(45,933	)	$	(93	)		—	$	—	$	22,463		$	7,330		$	29,793

See accompanying notes to condensed consolidated financial statements.

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NEXTPLAT CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	*Nine Months Ended September 30,*
	*2025*			*2024*
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from e-Commerce Operations revenue	$	13,905		$	9,862
Cash received from Healthcare Operations revenue		30,002			43,162
Cash received from interest income		295			646
Cash received from other sources		201			367
Cash paid for inventory purchases and other costs of revenue		(36,653	)		(36,803	)
Cash paid for salaries and related expenses		(7,872	)		(10,293	)
Cash paid for other recurring operating expenses		(5,270	)		(8,401	)
Cash paid for other non-recurring expenses		(389	)		(3,418	)
Cash paid for interest expense		(47	)		(41	)
Cash paid for income taxes		—			(69	)
Net cash used in operating activities		(5,828	)		(4,988	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(34	)		(221	)
Proceeds from sale or disposal of property and equipment		234			98
Cash acquired in acquisition of Outfitter Satellite subsidiary		—			236
Cash paid in acquisition of Outfitter Satellite subsidiary		—			(1,094	)
Net cash provided by (used in) investing activities		200			(981	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable		(253	)		(139	)
Payments on finance lease liabilities		(5	)		(18	)
Acquisition of issued common stock held in treasury		(100	)		—
Proceeds from exercise of warrants		—			85
Capital contribution of non-controlling interest		—			122
Net cash (used in) provided by financing activities		(358	)		50

Effect of exchange rate on cash		(48	)		(28	)

Net decrease in cash		(6,034	)		(5,947	)
Cash beginning of period		19,960			26,307
Cash end of period	$	13,926		$	20,360

Reconciliation of net loss to cash flow used in operating activities
Net loss	$	(5,317	)	$	(20,108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		445			595
Change in allowance for credit losses		(94	)		(50	)
Change in inventory reserve		21			—
Amortization of intangible assets		76			1,679
Amortization of operating right-of-use assets		283			241
Amortization of finance right-of-use assets		5			13
Write-off of right-of-use asset		—			111
Impairment loss		—			13,653
Stock-based compensation		216			1,637
Loss (gain) on sale or disposal of property and equipment		199			(98	)
Change in operating assets and liabilities:
Accounts receivable		(13	)		3,055
Inventories		(756	)		(1,090	)
Unbilled revenue		(69	)		(30	)
Prepaid expense		148			229
Deposits		15			(55	)
Notes receivable		—			75
VAT receivable		—			(8	)
Accounts payable and accrued expenses		(866	)		(4,645	)
Operating lease liabilities		(289	)		(277	)
Income taxes payable		14			23
Contract liabilities		154			62
Net cash used in operating activities	$	(5,828	)	$	(4,988	)

See accompanying notes to condensed consolidated financial statements.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless the context requires otherwise, references to the “Company”, “we”, “us”, “our”, “our Company”, or “our business” refer to NextPlat Corp and its subsidiaries.

Note 1. Organization and Nature of Operations

NextPlat Corp is a Nevada corporation (the “Company”, “NextPlat”, “we”) reporting on the Nasdaq Capital Market exchange that has business segments operating in the e-Commerce and Healthcare sectors. It was incorporated in 1997 with executive offices located in Hallandale Beach, Florida.

e-Commerce Operations:

The Company operates two main e-Commerce websites as well as 25 third-party e-Commerce storefronts on platforms such as Alibaba, Amazon, and Walmart. These e-Commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. Additionally, we provide a comprehensive array of satellite enabled communication services and related equipment sales.

Our wholly owned subsidiary, Global Telesat Communications Limited (“GTC”), was formed under the laws of England and Wales in 2008. GTC provides e-Commerce and satellite enabled communication services on a global basis.

Our wholly owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation, was formed on November 14, 2014. Orbital Satcom provides e-Commerce and satellite enabled communication services to customers in the U.S.

On April 1, 2024, NextPlat acquired 100% of the ownership interest of Outfitter Satellite, Inc., a Tennessee corporation (“Outfitter”) in a stock purchase transaction. The Outfitter acquisition was completed to expand the Company’s satellite enabled communication services in the U.S. Outfitter provides consumers, commercial and government customers with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

Healthcare Operations:

The Company’s Healthcare segment operates through a wholly owned entity, Progressive Care, LLC, (“Progressive”) a Nevada Limited Liability Company, which includes wholly owned subsidiaries, Pharmco, LLC (“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. (“ClearMetrX”). ClearMetrX is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organizations and providers.

Pharmco pharmacies deliver prescriptions to Florida’s diverse population and currently holds Florida Community Pharmacy Permits at all Florida pharmacy locations. 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, Illinois, Minnesota, Nevada, New Jersey, New York, Pennsylvania, Texas, and Utah.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pharmco 1103 is a pharmacy with locations in North Miami Beach and Orlando, Florida that provides pharmacy services to Miami-Dade County, Broward County, the Orlando/Tampa corridor, and the Treasure Coast of Florida. Progressive acquired all the ownership interests in Pharmco 1103 in a purchase agreement entered into on June 1, 2019.

Pharmco 1002 is a pharmacy located in Palm Springs, Florida that provides pharmacy services to Palm Beach, St. Lucie and Martin Counties, Florida. Progressive acquired all the ownership interests in Pharmco 1002 in a purchase agreement entered into on July 1, 2018.

ClearMetrX was formed on June 10, 2020 and provides third-party administration (“TPA”) services to 340B covered entities. ClearMetrX also provides data analytics and reporting services to support and improve care management for health care organizations.

RXMD Therapeutics was formed on October 1, 2019. RXMD Therapeutics has had no operating activity to date.

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 51% ownership, and Outer Brands FS, LLC, with 49% ownership. Florida Sunshine’s main objective is to source and sell vitamins and nutritional supplements.

Note 2. Basis of Presentation and Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements of the Company are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), consistent in all material respects with those applied in the 2024 Annual Report on Form 10-K, for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all information and footnotes normally included in annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2024 Annual Report on Form 10-K. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments (consisting principally of normal recurring accruals) necessary for a fair presentation of the condensed consolidated balance sheets, statements of comprehensive loss, statements of changes in equity, and statements of cash flows for such interim periods presented. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The year-end balance sheet data for comparative purposes was derived from audited consolidated financial statements.

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Reclassifications

Effective January 1, 2025, the Company early adopted Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, on a retrospective basis, which resulted in reclassifications of certain expenses in the prior year periods to conform to the current year presentation within cost of services, selling, general and administrative, salaries, wages and payroll taxes, and depreciation and amortization on the Condensed Consolidated Statements of Comprehensive Loss. The recast of these certain expenses did not impact net loss for the prior year periods.

Progressive Acquisition and Merger Update

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, on July 1, 2023, we acquired a controlling voting interest in Progressive Care Inc. (“Progressive Care”) through the exercise of in-the-money warrants and the execution of a voting agreement with two of our directors. This transaction resulted in a change in control under ASC 805 and Progressive Care became a consolidated subsidiary of the Company, having previously been accounted for under the equity method.

Subsequently, on October 1, 2024, following shareholder approvals, Progressive Care completed a merger with and into a wholly owned subsidiary of NextPlat, becoming a wholly owned subsidiary of the Company. In connection with the merger, each outstanding share of Progressive Care common stock was converted into 1.4865 shares of NextPlat common stock, and outstanding Progressive Care warrants were converted into equivalent NextPlat warrants.

Users of the consolidated financial statements are encouraged to refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for a more detailed discussion of the acquisition and subsequent merger.

Business Acquisition of Outfitter Satellite, Inc.

On March 25, 2024, the Company entered into a Stock Purchase Agreement with James T. McKinley, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of common stock of Out fitter Satellite, Inc. The closing of the transaction occurred on April 1, 2024. Outfitter is a wholly owned subsidiary of NextPlat Corp.

Outfitter provides consumers, commercial and government customers, with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

Use of Estimates

In preparing the Condensed Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the periods then ended. Actual results may differ significantly from those estimates. 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.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Summary of Significant Accounting Policies

The significant accounting policies of the Company were described in Note 3 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2024. Other than the following, there have been no material changes to the Company’s significant accounting policies for the nine months ended September 30, 2025. Selected accounting policy disclosures are provided below.

Cash

The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. All cash amounts in excess of $250,000, approximately $0.6 million, are unsecured. The Company has a deposit placement agreement for Insured Cash Sweep Service (“ICS”). This service is a secure, and convenient way to access FDIC protection on large deposits, earn a return, and enjoy flexibility. The Company believes that the ICS agreement will mitigate its credit risk as it relates to uninsured FDIC amounts in excess of $250,000.

Foreign Currency Translation

The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTC, is maintained using the appropriate local currency, Great British Pound (“GBP”), as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the condensed consolidated statements of comprehensive (loss) income.

The relevant translation rates are as follows:

	*As of September 30, 2025*		*As of September 30, 2024*		*As of December 31, 2024*
Closing rate $USD to GBP	$	1.34	$	1.34	$	1.26
Quarterly average rate $USD to GBP	$	1.35	$	1.30	$	1.28
Yearly average rate $USD to GBP	$	1.32	$	1.28	$	1.28

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Recent Accounting Pronouncements and Income Tax Legislation

Accounting Pronouncements Recently Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, (“ASU 2024-03”), which is intended to enhance transparency into the nature and function of expenses. The amendments to Subtopic 220-40 require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and selling expense. The Company early adopted this ASU, effective January 1, 2025, on a retrospective basis. The amendments are presentation matter revisions and did not have an impact on the Company’s financial condition, results of operations, or cash flows.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740)—Improvements to Income Tax Disclosure” (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements primarily relating to the rate reconciliation and income taxes paid. This includes a tabular reconciliation using both percentages and reporting currency amounts, covering various tax and reconciling items, and disaggregated summaries of income taxes paid during the period. ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this accounting standard update effective January 1, 2025.

Accounting Pronouncements Issued but not yet Adopted

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to be relevant or have a material impact on the condensed consolidated financial statements upon adoption.

Income Tax Legislation

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes. Many of the tax provisions of the OBBBA are designed to accelerate tax deductions, which could lead to lower cash tax payments. The new legislation has multiple effective dates, with certain provisions effective in 2025 and others in the future. The Company has analyzed the provision within the act and determined there was no material impact in the third quarter of 2025, nor does the Company expect a material impact on the 2025 consolidated financial statements, nor did the OBBBA require remeasurement of deferred tax assets or liabilities.

Subsequent Events

On October 14, 2025, the Company reached a Settlement Agreement with a former employee of Pharmco, LLC, a wholly owned subsidiary of the Company, who filed a lawsuit against Pharmco LLC, asserting claims under the Equal Employment Opportunity Commission (EEOC) regulations.

On November 7, 2025, Progressive Care entered into a Settlement Agreement (the “Settlement Agreement”) with a former employee (the “Claimant”) to resolve all disputes related to the employment and the arbitration proceeding. Under the Settlement Agreement, the Company agreed to pay the Claimant $150,000 cash, $100,000 of common stock, and entered into a one-year Consulting Agreement. Further details of the Settlement Agreement are disclosed in “Part II. Other Information, Item 5. Other Information.” Because the litigation was pending as of the balance sheet date and the settlement provides additional evidence about conditions that existed at that date, the Company recognized an accrual of the settlement in the unaudited consolidated financial statements for the three and nine months ended September 30, 2025 in accordance with ASC 855, Subsequent Events, and ASC 450, Contingencies. The settlement amount of $250,000 has been recorded as “Loss on settlement of litigation” in the Condensed Consolidated Statement of Comprehensive Loss.

On November 11, 2025, the Company entered into a lease termination agreement for its office space located in Coconut Grove, FL. Under the agreement, the Company is required to pay an early termination fee of approximately $120,000. The decision to terminate the lease and the related obligation occurred after September 30, 2025, the balance sheet date, and therefore no adjustments were made to the accompanying condensed consolidated financial statements.

The Company has evaluated subsequent events through the date of this filing, the date the condensed consolidated financial statements were available to be issued.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Fair Value

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

●

Cash, accounts receivable, and accounts payable and accrued liabilities: The amounts reported in the accompanying Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.

●

Notes payable and lease liabilities: The carrying amount of notes payable approximated fair value due to variable interest rates at customary terms and rates the Company could obtain in current financing. The carrying value of lease liabilities approximate fair value due to the implicit rate in the lease in relation to the Company’s borrowing rate and the duration of the leases (Level 2 inputs).

Identifiable Intangible Assets

The initial recognition of the Outfitter identifiable intangible assets, resulting from the acquisition on April 1, 2024, were measured using Level 3 inputs. The fair value as of the date of acquisition was approximately $0.6 million.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5. Revenue

The following tables disaggregate net revenues by major categories (in thousands):

	*Three Months Ended September 30, 2025*
	*e-Commerce Operations*		*Healthcare Operations*		*Total*
e-Commerce revenue	$	3,702	$	—	$	3,702
Pharmacy prescription and other revenue, net of PBM fees		—		9,495		9,495
Pharmacy 340B contract revenue		—		555		555
Revenues, net	$	3,702	$	10,050	$	13,752

	*Three Months Ended September 30, 2024*
	*e-Commerce Operations*		*Healthcare Operations*		*Total*
e-Commerce revenue	$	3,834	$	—	$	3,834
Pharmacy prescription and other revenue, net of PBM fees		—		9,076		9,076
Pharmacy 340B contract revenue		—		2,457		2,457
Revenues, net	$	3,834	$	11,533	$	15,367

	*Nine Months Ended September 30, 2025*
	*e-Commerce Operations*		*Healthcare Operations*		*Total*
e-Commerce revenue	$	10,828	$	—	$	10,828
Pharmacy prescription and other revenue, net of PBM fees		—		27,758		27,758
Pharmacy 340B contract revenue		—		2,931		2,931
Revenues, net	$	10,828	$	30,689	$	41,517

	*Nine Months Ended September 30, 2024*
	*e-Commerce Operations*		*Healthcare Operations*		*Total*
e-Commerce revenue	$	10,210	$	—	$	10,210
Pharmacy prescription and other revenue, net of PBM fees		—		30,922		30,922
Pharmacy 340B contract revenue		—		8,717		8,717
Revenues, net	$	10,210	$	39,639	$	49,849

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 6. Earnings (Loss) per Share

Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive.

The components of basic and diluted EPS were as follows (in thousands, except per share data). For all periods presented, the Company incurred a net loss causing inclusion of any potentially dilutive securities to have an anti-dilutive effect, resulting in diluted loss per common share and basic loss per common share being equivalent.

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
	*2025*			*2024*			*2025*			*2024*
Net loss attributable to NextPlat Corp common shareholders	$	(2,185	)	$	(4,216	)	$	(5,317	)	$	(11,008	)

Basic weighted average common shares outstanding		25,992			18,982			25,974			18,844
Potentially dilutive common shares		—			—			—			—
Diluted weighted average common shares outstanding		25,992			18,982			25,974			18,844

Weighted average loss per common share - basic and diluted	$	(0.08	)	$	(0.22	)	$	(0.20	)	$	(0.58	)


Potentially dilutive common shares excluded from the calculation of diluted weighted average loss per common share:
Stock options		—			7			—			38
Common stock purchase warrants		—			—			—			—
		—			7			—			38

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7. Accounts Receivable, net

Accounts receivable, net consisted of the following (in thousands):

	*September 30, 2025*			*December 31, 2024*
Gross accounts receivable – trade	$	4,065		$	5,036
Less: allowance for credit losses		(47	)		(141	)
Accounts receivable, net	$	4,018		$	4,895

The company revises its estimate of expected credit losses each reporting period based on current economic conditions and reasonable and supportable forecasts and, as a result, the allowance for credit losses was decreased by $0.1 million for the nine months ended September 30, 2025.

Accounts receivable, net for the Company as of January 1, 2024 and September 30, 2024 were approximately $8.9 million and $6.6 million, respectively.

Note 8. Receivables - Other, net

Receivables - other, net consisted of the following (in thousands):

	*September 30, 2025*		*December 31, 2024*
Performance bonuses	$	1,030	$	588
Customers		606		115
Other		80		29
Receivables - other, net	$	1,716	$	732

Note 9. Inventory, net

Inventory, net consisted of the following (in thousands):

	*September 30, 2025*			*December 31, 2024*
Finished goods	$	6,076		$	5,320
Less inventory reserve		(460	)		(439	)
Inventory, net	$	5,616		$	4,881

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10. Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):

	*September 30, 2025*			*December 31, 2024*
Appliques	$	2,160		$	2,160
Building		2,116			2,116
Website development		618			615
Office furniture and fixtures		575			564
Land		184			184
Leasehold improvements		175			177
Computer equipment		122			119
Rental equipment		111			87
Vehicles		—			645
Property and equipment gross		6,061			6,667
Less: accumulated depreciation		(3,467	)		(3,260	)
Property and equipment, net	$	2,594		$	3,407

Depreciation expense was approximately $0.4 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 11. Intangible Assets, net

Intangible assets, net at September 30, 2025 and December 31, 2024 were related to the Company’s e-Commerce Operations due to the Outfitter acquisition in April 2024, and consisted of the following (in thousands):

	*September 30, 2025*
	*Gross amount*		*Accumulated amortization*			*Net amount*
Customer contracts	$	665	$	(375	)	$	290
Trade names		185		(27	)		158
Total intangible assets	$	850	$	(402	)	$	448

	*December 31, 2024*
	*Gross amount*		*Accumulated amortization*			*Net amount*
Customer contracts	$	665	$	(312	)	$	353
Trade names		185		(14	)		171
Total intangible assets	$	850	$	(326	)	$	524

For the nine months ended September 30, 2025 and 2024, the Company recognized amortization expense of approximately $0.1 million and $1.7 million, respectively.

The following table represents the total estimated future amortization of intangible assets for the five succeeding years and thereafter as of September 30, 2025 (in thousands):

Year		*Amount*
2025 (remaining three months)	$	25
2026		102
2027		102
2028		102
2029		39
Thereafter		78
Total	$	448

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (in thousands):

	*September 30, 2025*		*December 31, 2024*
Accounts payable	$	5,373	$	6,596
Accrued wages and payroll liabilities		378		269
Accrued other liabilities		577		269
Customer deposits payable		109		96
Total	$	6,437	$	7,230

Note 13. Notes Payable

Notes payable consisted of the following (in thousands):

	*September 30, 2025*			*December 31, 2024*
A. Mortgage note payable - commercial bank - collateralized	$	980		$	1,050
B. Note payable - uncollateralized		25			25
C. Notes payable - collateralized		100			234
Insurance premiums financing		54			103
Subtotal		1,159			1,412
Less: current portion of notes payable		(252	)		(380	)
Long-term portion of notes payable	$	907		$	1,032

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(A) Mortgage Note Payable – collateralized

In 2018, Pharmco closed on the purchase of land and building located at 400 Ansin Boulevard, Hallandale Beach, Florida. The purchase price was financed in part through a mortgage note and security agreement entered into with a commercial lender in the amount of $1,530,000. The promissory note is collateralized by the land and building, bears interest at a fixed rate of 4.75% per annum, matures on December 14, 2028 and is subject to a prepayment penalty. Principal and interest will be repaid through 119 regular payments of $11,901 that began in January 2019, with the final payment of all principal and accrued interest not yet paid on December 14, 2028. Note repayment is guaranteed by Progressive Care.

(B) Note Payable – Uncollateralized

As of September 30, 2025 the uncollateralized note payable represents a non-interest-bearing loan that is due on demand from an investor.

On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (“Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £250,000, or USD $338,343 at an exchange rate of GBP: USD of 1.3533720. The Debenture bears interest beginning July 16, 2021, at a rate of 4.0% per annum over the Bank of England Base Rate (0.1% as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term of six years from the date of drawdown, July 15, 2026, the “Maturity Date”. The first repayment of £4,166.67 (exclusive of interest) was made 13 months after July 16, 2020. Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government. The proceeds from the Debenture were used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. The balance outstanding as of September 30, 2025 on the note payable was approximately $56,000.

In April 2021, Progressive Care entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount of approximately $30,000. During September 2021, pharmacy equipment was returned since the installation was cancelled and the note was amended. The amended promissory note payable requires 46 monthly payments of $331, including interest at 6.9%. The note was paid in full as of September 30, 2025. As of December 31, 2024, the balance on the note payable was approximately $2,000.

In July 2022, Progressive Care entered into a note obligation with a commercial lender, the proceeds from which were used to purchase pharmacy equipment in the amount of approximately $90,000. The terms of the promissory note payable require 60 monthly payments of $1,859, including interest at 8.78% starting January 2023. The balance outstanding on the note payable was approximately $44,000 and $58,000 as of September 30, 2025 and December 31, 2024, respectively.

Principal outstanding as of September 30, 2025, is expected to be repayable as follows (in thousands):

Year	*Amount*
2025 (remaining three months)	$	132
2026		150
2027		124
2028		753
Total	$	1,159

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 14. Equity

Stock-based compensation expense is recorded in salaries, wages and payroll taxes expense in the Condensed Consolidated Statements of Comprehensive Loss. For the nine months ended September 30, 2025 and 2024, stock-based compensation expense was approximately $0.2 million and $1.6 million, respectively. The decrease in stock-based compensation was attributable to non-recurring grants fully vested. There were no income tax benefits recognized from stock-based compensation during the nine months ended September 30, 2025 and 2024 due to cumulative losses and valuation allowances.

Preferred Stock

We have authorized 3,333,333 shares of $0.0001 par value of preferred stock. As of September 30, 2025 and December 31, 2024 there were no shares of preferred stock issued and outstanding.

Common Stock

We have authorized 50,000,000 shares of $0.0001 par value common stock. As of September 30, 2025 and December 31, 2024, 26,224,987 and 25,963,051 shares of common stock, respectively, were issued and outstanding.

Treasury Stock

Treasury stock represents shares of the Company’s common stock that have been issued and subsequently repurchased by the Company and that have not been retired or cancelled. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of Total Equity on the Condensed Consolidated Balance Sheets. The Company accounts for the reissuance of treasury stock using the average cost method. The Company did not reissue or retire any shares of treasury stock during the three and nine months ended September 30, 2025.

Share Repurchase Program

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. 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. During the nine months ended September 30, 2025, the Company repurchased approximately $0.1 million of common stock, and had approximately $1.9 million remaining under the share repurchase program as of that date. The repurchased shares are held as treasury stock.

Listing on the Nasdaq Capital Market

Our common stock and warrants are traded on the Nasdaq Capital Market under the symbols “NXPL” and “NXPLW,” respectively.

Note 15. Related Party Transactions

The Company uses an American Express account for Orbital Satcom Corp and an American Express account for GTC, both in the name of David Phipps, the Company’s Chief Executive Officer and President, who personally guarantees the balance owed. As of September 30, 2025, the accounts payable due to related party includes amounts due to Mr. Phipps. Total related party payments due as of September 30, 2025 and December 31, 2024 were approximately $4,000 and $18,000, respectively. Those related party payables are non-interest bearing and due on demand.

During the nine months ended September 30, 2025, the Company employed and paid wages to one employee related to Mr. Phipps and one employee related to Ms. Ferrio, the Company’s Chief Financial Officer.

During the nine months ended September 30, 2025, the Company employed and paid wages to Lauren Sturges Fernandez, the spouse of the Company’s late Chief Executive Officer, Charles M. Fernandez, as Chief of Staff and Special Assistant to the Chairman of the Board. The Company terminated Mrs. Fernandez’s employment with the Company on August 13, 2025.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 16. Commitments and Contingencies

Litigation

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. 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. As a result, no accrual was recognized during the period ended September 30, 2025.

On October 28, 2024, Alan Jay Weisberg, the former Chief Executive Officer and Chairman of Progressive Care Inc. (“RXMD”), filed a putative class action suit on behalf of himself and all other former RXMD stockholders against NextPlat, Charles M. Fernandez, the former Chief Executive Officer and 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. Among other things, the complaint asserts that the consideration paid to Mr. Weisberg and the other RXMD stockholders in connection with the Merger was insufficient. The monetary relief requested in the complaint includes compensatory and rescissory damages in an unspecified dollar amount. The complaint is pending in the Court of Chancery of the State of Delaware. The caption is Alan Jay Weisberg v. Charles M. Fernandez, Rodney Barreto and Nextplat Corp., and the case number is C.A. No. 20. 24-1097-MTZ.

The Company’s management does not believe that the Weisberg claim is meritorious and plans to vigorously defend against the suit. The Company has filed a motion to dismiss the complaint.

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. 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. Pursuant to the Settlement Agreement, Progressive Care will pay the Claimant a total sum of $150,000 within seven days of execution. In addition, Progressive Care will transfer to the Claimant shares of NextPlat common stock valued at $100,000, with the number of shares determined by the closing price on the date the Claimant executes and delivers the Settlement Agreement and a related Consulting Agreement. The Settlement Agreement provides the Claimant with a one-time reverse stock-split protection mechanism, whereby, if the aggregate value of the transferred shares declines by more than 20% within sixty calendar days following a reverse stock split, Progressive Care will issue additional shares of NextPlat common stock to the Claimant to restore the aggregate value to the pre-split level, with such shares to be issued within ten days after the sixty-day period. Because the litigation was pending as of the balance sheet date and the settlement provides additional evidence about conditions that existed at that date, the Company recognized an accrual of the settlement in the consolidated financial statements for the three and nine months ended September 30, 2025 in accordance with ASC 855, Subsequent Events, and ASC 450, Contingencies. The settlement amount of $250,000 has been recorded as “Loss on settlement of litigation” in the Condensed Consolidated Statements of Comprehensive 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. Other than the matters 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.

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 17. Reportable Segments

The Company has two reportable segments: (i) e-Commerce Operations, which includes both sales and leasing of telecommunications equipment and satellite communication services as well as the collaboration with businesses to sell their goods online and (ii) Healthcare Operations, which provides prescription pharmaceuticals, TPA, data management, 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. This organizational structure aligns with how the Company’s chief operating decision makers (“CODMs”) manage the business, including resource allocation and performance assessment, and further aligns with the Company’s product categories and the key markets the Company serves.

The CODMs include the Company’s Chief Executive Officer and Chief Financial Officer.

The CODMs do not review segment assets and segment expenses at a level different than what is reported in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Comprehensive Loss. While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies. Accounting policies associated with our operating segments are generally the same as those described in Note 3 to our Annual Report on Form 10-K for the year ended December 31, 2024.

The following tables present a summary of the reportable segments (in thousands):

For the Three Months Ended September 30, 2025	*e-Commerce Operations*			*Healthcare Operations*			*Eliminations*		*Total*
e-Commerce revenue	$	3,702		$	—		$	—	$	3,702
Pharmacy prescription and other revenue, net of PBM fees		—			9,495			—		9,495
Pharmacy 340B contract revenue		—			555			—		555
Revenues, net		3,702			10,050			—		13,752

Expenses:
Cost of revenue		2,826			8,196			—		11,022
Selling, general and administrative		774			736			—		1,510
Salaries, wages and payroll taxes		708			1,957			—		2,665
Professional fees		190			199			—		389
Depreciation and amortization		80			50			—		130
Intangible asset amortization		25			—			—		25
Total expenses		4,603			11,138			—		15,741
Loss before other (income) expense		(901	)		(1,088	)		—		(1,989	)
Other (income) expense		(58	)		280			—		222
Loss before income taxes		(843	)		(1,368	)		—		(2,211	)
Income taxes		26			—			—		26
Net loss	$	(817	)	$	(1,368	)	$	—	$	(2,185	)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Three Months Ended September 30, 2024	*e-Commerce Operations*			*Healthcare Operations*			*Eliminations*			*Total*
e-Commerce revenue	$	3,834		$	—		$	—		$	3,834
Pharmacy prescription and other revenue, net of PBM fees		—			9,076			—			9,076
Pharmacy 340B contract revenue		—			2,457			—			2,457
Revenues, net		3,834			11,533			—			15,367

Expenses:
Cost of revenue		2,755			9,054			—			11,809
Selling, general and administrative		829			959			(60	)		1,728
Salaries, wages and payroll taxes		757			2,721			—			3,478
Impairment loss		—			3,729			—			3,729
Professional fees		1,481			663			—			2,144
Depreciation and amortization		109			88			—			197
Intangible asset amortization		32			249			—			281
Total expenses		5,963			17,463			(60	)		23,366
Loss before other income		(2,129	)		(5,930	)		60			(7,999	)
Other income		(323	)		(117	)		60			(380	)
Loss before income taxes		(1,806	)		(5,813	)		—			(7,619	)
Income taxes		(45	)		—			—			(45	)
Net loss	$	(1,851	)	$	(5,813	)	$	—		$	(7,664	)

For the Nine Months Ended September 30, 2025	*e-Commerce Operations*			*Healthcare Operations*			*Eliminations*		*Total*
e-Commerce revenue	$	10,828		$	—		$	—	$	10,828
Pharmacy prescription and other revenue, net of PBM fees		—			27,758			—		27,758
Pharmacy 340B contract revenue		—			2,931			—		2,931
Revenues, net		10,828			30,689			—		41,517

Expenses:
Cost of revenue		8,158			24,283			—		32,441
Selling, general and administrative		2,180			2,235			—		4,415
Salaries, wages and payroll taxes		1,945			5,984			—		7,929
Professional fees		962			547			—		1,509
Depreciation and amortization		237			213			—		450
Intangible asset amortization		76			—					76
Total expenses		13,558			33,262			—		46,820
Loss before other (income) expense		(2,730	)		(2,573	)		—		(5,303	)
Other (income) expense		(423	)		423			—		—
Loss before income taxes		(2,307	)		(2,996	)		—		(5,303	)
Income taxes		(14	)		—			—		(14	)
Net loss	$	(2,321	)	$	(2,996	)	$	—	$	(5,317	)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Nine Months Ended September 30, 2024	*e-Commerce Operations*			*Healthcare Operations*			*Eliminations*			*Total*
e-Commerce revenue	$	10,210		$	—		$	—		$	10,210
Pharmacy prescription and other revenue, net of PBM fees		—			30,922			—			30,922
Pharmacy 340B contract revenue		—			8,717			—			8,717
Revenues, net		10,210			39,639			—			49,849

Expenses:
Cost of revenue		7,217			28,353			—			35,570
Selling, general and administrative		2,285			2,545			(180	)		4,650
Salaries, wages and payroll taxes		2,976			7,317			—			10,293
Impairment loss		—			13,653			—			13,653
Professional fees		2,608			1,525			—			4,133
Depreciation and amortization		347			261			—			608
Intangible asset amortization		70			1,609			—			1,679
Total expenses		15,503			55,263			(180	)		70,586
Loss before other (income) expense		(5,293	)		(15,624	)		180			(20,737	)
Other (income) expense		(735	)		(166	)		180			(721	)
Loss before income taxes		(4,558	)		(15,458	)		—			(20,016	)
Income taxes		(92	)		—			—			(92	)
Net loss	$	(4,650	)	$	(15,458	)	$	—		$	(20,108	)

	*e-Commerce Operations*		*Healthcare Operations*		*Eliminations*		*Total*
Total assets as of September 30, 2025	$	16,824	$	13,189	$	—	$	30,013

Total assets as of December 31, 2024	$	19,044	$	17,434	$	—	$	36,478

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NEXTPLAT CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 18. Concentrations

e-Commerce Operations concentrations:

Customers:

Amazon accounted for approximately 33% and 36% of the revenues for the e-Commerce Operations reportable segment during the nine months ended September 30, 2025 and 2024, respectively. No other customer accounted for 10% or more of the e-Commerce Operations reportable segment revenues for either period.

Suppliers:

The following table sets forth information as to each supplier that accounted for 10% or more of the purchases related to e-Commerce Operations for the three and nine months ended September 30, 2025 and 2024 (in thousands):

	For the Three Months Ended September 30,
	2025					2024
	Amount		% of Total Purchases			Amount		% of Total Purchases
Iridium Satellite	$	706		23	%	$	378		15	%
Garmin	$	443		14	%	$	373		14	%

	For the Nine Months Ended September 30,
	2025					2024
	Amount		% of Total Purchases			Amount		% of Total Purchases
Iridium Satellite	$	2,080		22	%	$	1,314		18	%
Garmin	$	1,274		13	%	$	867		12	%

Geographic:

The following table sets forth revenue as to each geographic location (in thousands):

	*For the Three Months Ended September 30,*
	*2025*					*2024*
	*Amount*		*% of Total*			*Amount*		*% of Total*
Europe	$	1,867		51	%	$	2,018		53	%
North America		1,374		37	%		1,349		35	%
Asia and Pacific		411		11	%		429		12	%
Africa		42		1	%		28		0	%
South America		8		0	%		10		0	%
	$	3,702		100	%	$	3,834		100	%

	*For the Nine Months Ended September 30,*
	*2025*					*2024*
	*Amount*		*% of Total*			*Amount*		*% of Total*
Europe	$	5,695		52	%	$	5,434		53	%
North America		3,453		32	%		2,894		28	%
Asia and Pacific		1,378		13	%		1,275		13	%
Africa		272		3	%		566		6	%
South America		30		0	%		41		0	%
	$	10,828		100	%	$	10,210		100	%

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Healthcare operations concentrations:

Suppliers:

Progressive Care had significant concentrations with one vendor. The purchases from this significant vendor were 98% of total vendor purchases for the nine months ended September 30, 2025.

Customers:

Progressive Care’s trade receivables are primarily from prescription medications billed to various insurance providers. Ultimately, the insured is responsible for payment should the insurance company not reimburse Progressive Care.

Progressive Care generated reimbursements from three significant PBMs for the nine months ended September 30, 2025 as follows:

	Nine Months Ended September 30, 2025
A		30	%
B		18	%
C		15	%

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

The following information should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto contained elsewhere in this report. Statements made in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report on Form 10-Q that do not consist of historical facts, are “forward-looking statements.” Statements accompanied or qualified by, or containing words such as “may,” “will,” “should,” “believes,” “expects,” “intends,” “plans,” “projects,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” and “assume” constitute forward-looking statements, and as such, are not a guarantee of future performance. The statements involve factors, risks and uncertainties, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others, fluctuations in general business cycles and changing economic conditions; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company’s products, as well as other factors, many or all of which may be beyond the Company’s control. Consequently, investors should not place undue reliance upon forward-looking statements as predictive of future results. The Company disclaims any obligation to update the forward-looking statements in this report.

You should consider the risks and difficulties frequently encountered by early-stage companies, particularly those engaged in new and rapidly evolving markets and technologies. Our limited operating history provides only a limited historical basis to assess the impact that critical accounting policies may have on our business and our financial performance.

We encourage you to review our periodic reports filed with the SEC and included in the SEC’s EDGAR database, including our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025, and our subsequent public filings with the SEC.

Overview

e-Commerce Operations:

Historically, the business of NextPlat has been the provision of a comprehensive array of satellite enabled 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. 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 e-Commerce operating business segment in the future.

Business Acquisition of Outfitter Satellite, Inc.

On April 1, 2024, the Company acquired all of the issued and outstanding shares of common stock of Outfitter Satellite, Inc. (“Outfitter”). Outfitter provides consumers, commercial and government customers, with advanced satellite-based connectivity solutions from leading brands, including Iridium, Inmarsat and Globalstar.

Impact of U.S. and Chinese Tariffs

During 2025, the introduction of U.S. and Chinese tariffs on certain imported goods did not have a material impact on our e-Commerce business operations or financial results. However, starting in the second quarter of 2025, certain goods we sell in the U.S. that are imported became subject to these tariffs which affected our costs and pricing strategies. Only approximately 32% of our total e-Commerce sales take place within the United States. The OPKO products sold by us in China are manufactured in Spain and are not currently impacted by Chinese tariffs, however, the ongoing trade tensions may impact the potential success and execution of future projects planned in China under our Florida E-Commerce Development Program, including the launch of our Florida Sunshine range of vitamins.

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

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. We also provide patient health risk reviews and free same-day and next-day delivery.

In addition, our healthcare operations provide prescription pharmaceuticals, Third Party Administration (“TPA”), data management, 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. 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.

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. 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 multi-year or lifelong therapy, which drives recurring revenue and sustainable growth. Our pharmacy services revenue historical source of growth have included expanding our 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. 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. 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. 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.

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

Critical Accounting Policies and Estimates

The significant accounting policies of the Company were described in Note 3 to the Audited Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K. The most recently adopted accounting pronouncements and accounting pronouncements to be adopted by the Company are described in Note 3 in the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Results of Operations for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 (in thousands):

	Three Months Ended September 30,
	2025			2024			$ Change			% Change
Revenue, net	$	13,752		$	15,367		$	(1,615	)		(11	)%
Cost of revenue		11,022			11,809			(787	)		(7	)%
Gross profit		2,730			3,558			(828	)		(23	)%
Operating expenses		4,719			11,557			(6,838	)		(59	)%
Loss before other expense (income)		(1,989	)		(7,999	)		6,010			(75	)%
Other expense (income)		222			(380	)		602			(158	)%
Loss before income taxes and non-controlling interest		(2,211	)		(7,619	)		5,408			(71	)%
Income taxes		26			(45	)		71			(158	)%
Net loss		(2,185	)		(7,664	)		5,479			(71	)%
Net loss attributable to non-controlling interest		—			3,448			(3,448	)		(100	)%
Net loss attributable to NextPlat Corp.	$	(2,185	)	$	(4,216	)	$	2,031			(48	)%

For the three months ended September 30, 2025 and 2024, we recognized overall revenue from operations of approximately $13.8 million and $15.4 million, respectively, an overall decrease of approximately $1.6 million for the three months ended September 30, 2025, when compared to the three months ended September 30, 2024. The decrease in revenue was attributable to the decrease of approximately $1.5 million from Healthcare Operations and the decrease of approximately $0.1 million from e-Commerce Operations.

Gross profit margins decreased from approximately 23.2% for the three months ended September 30, 2024, to approximately 19.9% for the three months ended September 30, 2025. The decrease in gross profit margins during the third quarter of 2025 compared to the same period in 2024, was attributable to the overall decline in gross profit in both operating segments. The gross profit margins for Healthcare Operations decreased for the third quarter of 2025 to approximately 18.4% from 21.5% when compared to the same period in 2024 and was primarily attributable to the decrease in pharmacy 340B contract revenue. The gross profit margins for e-Commerce Operations decreased for the third quarter of 2025 to approximately 23.7% from 28.1% when compared to the same period in 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.

Loss before other income decreased by approximately $6.0 million for the three months ended September 30, 2025, when compared to the three months ended September 30, 2024, as a result of the decrease in operating expenses of approximately $6.8 million, which was partially offset by the decrease in gross profit of approximately $0.8 million See detailed discussion below.

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

Revenue

Our revenues were as follows (in thousands):

	Three Months Ended September 30,
	2025					2024
	Dollars		% of Revenue			Dollars		% of Revenue			$ Change			% Change
e-Commerce revenue	$	3,702		27	%	$	3,834		25	%	$	(132	)		(3	)%
Pharmacy prescription and other revenue, net of PBM fees		9,495		69	%		9,076		59	%		419			5	%
Pharmacy 340B contract revenue		555		4	%		2,457		16	%		(1,902	)		(77	)%
Revenues, net	$	13,752		100	%	$	15,367		100	%	$	(1,615	)		(11	)%

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. For the three months ended September 30, 2025, overall revenues were approximately $13.8 million compared to $15.4 million for the three months ended September 30, 2024, a decrease of approximately $1.6 million or 10.5%.

Total e-Commerce revenue was approximately $3.7 million and $3.8 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of approximately $0.1 million primarily due to a decrease in hardware sales of approximately $0.3 million and a favorable foreign currency impact of approximately $0.1 million.

Total pharmacy prescription and other revenue, net of PBM fees, was approximately $9.5 million and $9.1 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately $0.4 million. The increase was due to an increase in reimbursement rates per prescription filled of approximately $2.5 million, which was offset by the decrease in the number of total prescriptions filled of approximately $2.1 million. During the third quarter of 2025, we filled approximately 96,000 prescriptions versus 128,000 in the prior year period. The decline in prescription volume during the third quarter of 2025 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.

Pharmacy 340B contract revenue was approximately $0.6 million and $2.5 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of approximately $1.9 million. The decrease was 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, when compared to the prior year period.

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

Operating Expenses

Our operating expenses were as follows (in thousands):

	Three Months Ended September 30,
	2025		2024		$ Change			% Change
Selling, general and administrative	$	1,510	$	1,728	$	(218	)		(13	)%
Salaries, wages and payroll taxes		2,665		3,478		(813	)		(23	)%
Impairment loss		—		3,729		(3,729	)		(100	)%
Professional fees		389		2,144		(1,755	)		(82	)%
Depreciation and amortization		130		197		(67	)		(34	)%
Intangible asset amortization		25		281		(256	)		(91	)%
Operating expenses	$	4,719	$	11,557	$	(6,838	)		(59	)%

Total operating expenses for the three months ended September 30, 2025, were approximately $4.7 million, a decrease of approximately $6.8 million, or 59.2%, from total operating expenses for the three months ended September 30, 2024, of approximately $11.6 million. Factors contributing to the decrease are described below.

Selling, general and administrative expenses decreased approximately $0.2 million to approximately $1.5 million for the three months ended September 30, 2025 from approximately $1.7 million when compared to the prior year period. The decrease was primarily due to a decrease in computer equipment purchases.

Salaries, wages and payroll taxes were approximately $2.7 million and $3.5 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of approximately $0.8 million or 23.4%. The decrease was attributable to the decrease of stock-based compensation for non-recurring grants fully vested of approximately $0.3 million, a decrease in executive compensation of approximately $0.2 million, and a decrease in total headcount of approximately $0.3 million.

No impairment loss was recognized during the three months ended September 30, 2025. Impairment loss for the three months ended September 30, 2024 of approximately $3.7 million was related to the impairment of goodwill.

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

Professional fees include expenses for legal fees, accounting services fees, consulting fees, and public company expenses. Professional fees were approximately $0.4 million and $2.1 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of approximately $1.8 million or 81.9%. The decrease was mainly attributable to the decrease in accounting services fees of approximately $0.1 million, a decrease in director fees of approximately $0.1 million, and a decrease in legal and consulting fees of approximately $1.6 million.

Depreciation and amortization slightly decreased to approximately $0.1 million for the three months ended September 30, 2025, compared to approximately $0.2 million for the three months ended September 30, 2024.

Intangible asset amortization was approximately $25,000 and $0.3 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of approximately $0.3 million or 91.1%. The decrease was attributable to the decrease in the carrying amount of intangible assets when compared to the prior year period. Intangible assets, net as of September 30, 2025 and 2024 were approximately $0.4 million and $0.6 million. Intangible assets related to our Healthcare Operations were fully impaired throughout the year ending December 31, 2024. Intangible assets, net as of September 30, 2025 were related to our e-Commerce Operations due to the Outfitter acquisition in April 2024.

Total Other Expense (Income)

Total other expense was approximately $0.2 million for the three months ended September 30, 2025, compared to total other income of approximately $0.4 million for the three months ended September 30, 2024. The change was primarily due to a loss on settlement of litigation in the amount of approximately $0.3 million; a loss on sale or disposal of property and equipment recognized in the amount of approximately $36,000, compared to a gain on sale or disposal of property and equipment in the amount of approximately $0.1 million in the prior year period; a decrease in interest earned of approximately $0.1 million due to the decrease in cash on hand; and a favorable change in foreign currency rates of approximately $0.1 million.

Net Loss

We recorded net losses of approximately $2.2 million and $7.7 million for the three months ended September 30, 2025 and 2024, respectively. The change in net loss was a result of the factors described above.

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

Results of Operations for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 (in thousands):

	Nine Months Ended September 30,
	2025			2024			$ Change			% Change
Revenue, net	$	41,517		$	49,849		$	(8,332	)		(17	)%
Cost of revenue		32,441			35,570			(3,129	)		(9	)%
Gross profit		9,076			14,279			(5,203	)		(36	)%
Operating expenses		14,379			35,016			(20,637	)		(59	)%
Loss before other income		(5,303	)		(20,737	)		15,434			(74	)%
Other income		—			(721	)		721			(100	)%
Loss before income taxes		(5,303	)		(20,016	)		14,713			(74	)%
Income taxes		(14	)		(92	)		78			(85	)%
Net loss		(5,317	)		(20,108	)		14,791			(74	)%
Net loss attributable to noncontrolling interest		—			9,100			(9,100	)		(100	)%
Net loss attributable to NextPlat Corp.	$	(5,317	)	$	(11,008	)	$	5,691			(52	)%

For the nine months ended September 30, 2025 and 2024, we recognized overall revenue from operations of approximately $41.5 million and $49.9 million, respectively, an overall decrease of approximately $8.3 million for the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024. The decrease in revenue was primarily attributable to the decrease of approximately $9.0 million from Healthcare Operations, partially offset by the increase of approximately $0.6 million from e-Commerce Operations.

Gross profit margins decreased from approximately 28.6% for the nine months ended September 30, 2024, to approximately 21.9% for the nine months ended September 30, 2025. The decrease in gross profit margins during the nine months of 2025 compared to the same period in 2024, was attributable to the overall decrease in gross profit in both operating segments. The gross profit margin for Healthcare Operations decreased to approximately 20.9% for the current year period from 28.5% when compared to the same period in 2024 and was primarily attributable to the decrease in pharmacy 340B contract revenue. The gross profit margin for e-Commerce Operations decreased to approximately 24.7% for the current year period from 29.3% when compared to the same period in 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.

Loss before other income decreased by approximately $15.4 million for the nine months ended September 30, 2025, when compared to the nine months ended September 30, 2024, as a result of the decrease in operating expenses of approximately $20.6 million, which was partially offset by the decrease in gross profit of approximately $5.2 million. See detailed discussion below.

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

Revenue

Our revenues were as follows (in thousands):

	Nine Months Ended September 30,
	2025					2024
	Dollars		% of Revenue			Dollars		% of Revenue			$ Change			% Change
e-Commerce revenue	$	10,828		26	%	$	10,210		20	%	$	618			6	%
Pharmacy prescription and other revenue, net of PBM fees		27,758		67	%		30,922		63	%		(3,164	)		(10	)%
Pharmacy 340B contract revenue		2,931		7	%		8,717		17	%		(5,786	)		(66	)%
Revenues, net	$	41,517		100	%	$	49,849		100	%	$	(8,332	)		(17	)%

Our net revenues consist of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans; pharmacy prescription revenues; and 340B contract revenues. For the nine months ended September 30, 2025, overall revenues were approximately $41.5 million compared to $49.9 million for the nine months ended September 30, 2024, a decrease of approximately $8.3 million or 16.7%.

Total e-Commerce revenue was approximately $10.8 million and $10.2 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately $0.6 million driven by growth in recurring airtime revenue and hardware sales.

Total pharmacy prescription and other revenue, net of PBM fees, was approximately $27.8 million and $30.9 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately $3.2 million. The decrease was attributable to the decrease in the number of total prescriptions filled of approximately $7.2 million, which was offset by the increase in reimbursement rates per prescription filled of approximately $4.0 million. During the nine months ended September 30, 2025, we filled approximately 294,000 prescriptions versus 395,000 in the prior year period. 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.

Pharmacy 340B contract revenue was approximately $2.9 million and $8.7 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately $5.8 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.

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

Operating Expenses

Our operating expenses were as follows (in thousands):

	Nine Months Ended September 30,
	2025		2024		$ Change			% Change
Selling, general and administrative	$	4,415	$	4,650	$	(235	)		(5	)%
Salaries, wages and payroll taxes		7,929		10,293		(2,364	)		(23	)%
Impairment loss		—		13,653		(13,653	)		(100	)%
Professional fees		1,509		4,133		(2,624	)		(63	)%
Depreciation and amortization		450		608		(158	)		(26	)%
Intangible asset amortization		76		1,679		(1,603	)		(95	)%
Operating expenses	$	14,379	$	35,016	$	(20,637	)		(59	)%

Total operating expenses for the nine months ended September 30, 2025, were approximately $14.4 million, a decrease of approximately $20.6 million, or 58.9%, from total operating expenses for the nine months ended September 30, 2024, of approximately $35.0 million. Factors contributing to the decrease are described below.

Selling, general and administrative expenses decreased by approximately $0.2 million to $4.4 million for the nine months ended September 30, 2025 from approximately $4.7 million in the prior year period. The decrease was primarily due to a decrease in computer equipment purchases.

Salaries, wages and payroll taxes were approximately $7.9 million and $10.3 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately $2.4 million or 23.0%. The decrease was attributable to the decrease of stock-based compensation for non-recurring grants fully vested of approximately $1.4 million, a decrease in executive compensation of approximately $0.2 million, and a decrease in total headcount of approximately $0.8million.

No impairment loss was recognized during the nine months ended September 30, 2025. Impairment loss for the nine months ended September 30, 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.

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

Professional fees include expenses for legal fees, accounting services fees, consulting fees, and public company expenses. Professional fees were approximately $1.5 million and $4.1 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately $2.6 million or 63.5%. The decrease was mainly attributable to the decrease in accounting services fees of approximately $0.3 million, a decrease in director fees of approximately $0.2 million, and a decrease in legal and consulting fees of approximately $2.1 million.

Depreciation and amortization was approximately $0.5 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Intangible asset amortization was approximately $0.1 million and $1.7 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately $1.6 million or 95.5%. The decrease was attributable to the decrease in the carrying amount of intangible assets when compared to the prior year period. Intangible assets related to our Healthcare Operations were fully impaired throughout the year ending December 31, 2024. Intangible assets, net as of September 30, 2025 were related to our e-Commerce Operations due to the Outfitter acquisition in April 2024.

Total Other Income

Total other income was approximately zero and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease was primarily due to a loss on settlement of litigation in the amount of approximately $0.3 million; loss on sale or disposal of property and equipment recognized in the amount of approximately $0.2, compared to a gain on sale or disposal of property and equipment in the amount of approximately $0.1 million in the prior year period; a decrease in interest earned of approximately $0.3 million due to the decrease in cash on hand; and an unfavorable change in foreign currency rates of approximately $0.1 million.

Net Loss

We recorded net losses of approximately $5.3 million and $20.1 million for the nine months ended September 30, 2025 and 2024, respectively. The change in net loss was a result of the factors described above.

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

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 September 30, 2025, we had a cash balance of approximately $13.9 million. Our working capital was approximately $18.9 million at September 30, 2025. We continue to closely monitor our cash position and operating expenditures. In response to recent trends and in alignment with our long-term strategic goals, we continue to implement a series of cost reduction measures aimed at improving operational efficiency and preserving liquidity. These measures include optimizing our delivery process and renegotiation of certain vendor agreements. While we remain committed to investing in key growth initiatives, we are prioritizing financial discipline to ensure we maintain adequate liquidity to support ongoing operations and strategic objectives. In addition, management is exploring various options with respect to strategic alternatives to diversify our business operations, including opportunities in additional services, joint ventures, and other collaborative structures.

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 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 consolidated financial statements.

The following table summarizes our cash flows (in thousands):

	For the Nine Months Ended September 30,
	2025			2024
Net change in cash from:
Operating activities	$	(5,828	)	$	(4,988	)
Investing activities		200			(981	)
Financing activities		(358	)		50
Effect of exchange rate on cash		(48	)		(28	)
Change in cash		(6,034	)		(5,947	)
Cash at end of period	$	13,926		$	20,360

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

Cash Flow from Operating Activities

Net cash used in operating activities totaled approximately $5.8 million and $5.0 million for the nine months ended September 30, 2025 and 2024, respectively, and changed by approximately $0.8 million period-over-period. The unfavorable change of approximately $0.8 million was primarily attributable to the following:

● an increase in cash received from e-Commerce Operations of approximately $4.0 million due to the year-over-year sales increase and collections of outstanding accounts receivable;

● a decrease in cash received from Healthcare Operations of approximately $13.2 million due to the year-over-year sales decrease;

● a decrease in cash paid for inventory purchases and other costs of revenue of approximately $0.2 million;

● a decrease in cash paid for salaries and related expenses of approximately $2.4 million due to the decrease in executive compensation and decreased headcount;

● a decrease in cash paid for other recurring operating expenses of approximately $3.1 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 $3.0 million due to litigation matters and merger costs in the prior year period.

Cash Flow from Investing Activities

Net cash provided by investing activities for the nine months ended September 30, 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 nine months ended September 30, 2024 were approximately $1.0 million, primarily attributable to the acquisition of Outfitter.

Cash Flow from Financing Activities

Net cash used in financing activities was approximately $0.4 million for the nine months ended September 30, 2025, primarily attributable to the repayment of notes payable and repurchases of common shares. Net cash provided by financing activities was approximately $50,000 for the nine months ended September 30, 2024, primarily attributable to the repayment of notes payable, offset by capital contributions received.

Share Repurchase Program

On December 16, 2024, our Board of Directors authorized a $2.0 million share repurchase program valid for one year. We 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. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. We are 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. During the nine months ended September 30, 2025, we repurchased approximately $0.1 million of common stock, and had approximately $1.9 million remaining under the share repurchase program as of that date. The repurchased shares are held as treasury stock.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness and design of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Identification of material weakness. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. A material weakness was discovered relating to controls related to our valuation of inventories during fiscal 2024. During the period ended September 30, 2025, we expanded our inventory internal controls by (i) implementing formalized policies and procedures to perform comprehensive net realizable value (“NRV”) assessments for inventory at each reporting period; (ii) established a review process requiring senior management oversight to ensure NRV calculations are accurate and appropriately documented; and (iii) enhanced the accuracy of pricing and cost data used in NRV calculations by integrating reliable internal tracking mechanisms. As of September 30, 2025, we have fully implemented and validated our expanded inventory internal controls and remediated the material weakness.

Inherent Limitations on Controls. Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Changes in internal controls over financial reporting. Except for the remediation efforts described above, there were no other changes in our internal control over financial reporting during our fiscal quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. 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. 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. (“RXMD”), filed a putative class action suit on behalf of himself and all other former RXMD stockholders against NextPlat, Charles M. Fernandez, the late Chief Executive Officer and a former 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. Among other things, the complaint asserts that the consideration paid to Mr. Weisberg and the other RXMD stockholders in connection with the Merger was insufficient. The monetary relief requested in the complaint includes compensatory and rescissory damages in an unspecified dollar amount. The complaint is pending in the Court of Chancery of the State of Delaware. The caption is Alan Jay Weisberg v. Charles M. Fernandez, Rodney Barreto and Nextplat Corp., and the case number is C.A. No. 20. 24-1097-MTZ.

The Company’s management does not believe that Weisberg’s claim is meritorious and plans to vigorously defend against the suit. The Company has filed a motion to dismiss the complaint.

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. 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. The details of the Settlement Agreement are disclosed below in the section entitled “Item 5. Other Information.”

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. 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.

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ITEM 1A. RISK FACTORS

Investors should carefully consider the risks in the “Risk Factors” in Part 1: Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 24, 2025, and our other filings with the SEC. These risks are not the only ones facing the Company. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations. Any of these risks could adversely affect our business, cash flows, financial condition, and results of operations. The trading price of our common stock could fluctuate due to any of these risks, and investors may lose all or part of their investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q. Other than the following, there have been no material changes in our risk factors from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

If the current United States/China tariff environment persists, it will have an immediate adverse impact on the Company’s business, financial prospects, results of operations, and financial condition, and will materially and adversely impact the ability of the Company to be profitable.

Retaliatory tariffs imposed by China in response to tariffs recently enacted by the United States expose us to significant and ongoing trade-policy risk that could materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects. Although the United States and China have at various points engaged in negotiations aimed at easing bilateral trade tensions, the Chinese government continues to maintain elevated tariff rates and other nontariff barriers on a wide range of U.S.-origin goods, including products in the same categories as our offerings. The retaliatory tariffs create uncertainty that complicates our sales forecasting, inventory management, and production planning for the Chinese market. In addition, Chinese authorities possess broad discretion to increase, decrease, or suspend tariff rates with little advance notice, and they may target specific U.S. companies or industries for additional retaliatory action in response to geopolitical developments wholly unrelated to our performance or conduct.

The Company has paused certain initiatives within its e-Commerce development program which was launched in April 2023 to help U.S.-based businesses reach the vast Chinese consumer market through major online platforms like Alibaba’s Tmall. This includes the introduction of a new line of vitamins and supplements under the Florida Sunshine brand name, since these offerings would be subject to the increased tariffs and would face significant import costs which Management believes will reduce its ability to compete with locally produced products. The Company is still reviewing opportunities to sell its Florida Sunshine products in other markets.

The Company intends to continue selling products manufactured by OPKO Health Europe, a subsidiary of OPKO Health, Inc., in China including an array of nutraceuticals and supplements as well as adding products for pet care, all of which are not produced in the United States and as such, are not subject to additional tariffs.

We cannot predict whether the current trade environment will persist or if new quotas, duties, taxes, tariffs, exchange controls, current or future “trade wars”, or other restrictions will be imposed by the U.S. and China 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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities

The following table provides information about the Company’s repurchase activity during the quarter ended September 30, 2025 related to its equity securities registered pursuant to Section 12 of the U.S. Exchange Act:

							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)
July 1, 2025 through July 31, 2025		—	$	—		—	$	2,000
August 1, 2025 through August 31, 2025		13,367	$	0.78		13,367	$	1,990
September 1, 2025 through September 30, 2025		117,182	$	0.76		117,182	$	1,900
Total		130,549	$	0.77		130,549	$	1,900

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

Amendment to PIPE Warrants

On November 5, 2025, the Company entered into a Universal Amendment to PIPE Warrants (the “Amendment”) with holders of the Company’s Common Stock Purchase Warrants (the “Warrants”) representing greater than fifty percent of the outstanding Warrants (based on the number of underlying warrant shares). The Warrants were originally issued pursuant to a Securities Purchase Agreement dated December 8, 2022, and provided for an exercise period ending on December 14, 2025.

Pursuant to the Amendment, the exercise period of each Warrant was extended by twenty-four (24) months, such that the Warrants will now expire on December 14, 2027, instead of December 14, 2025. All other terms and conditions of the Warrants remain unchanged and in full force and effect.

As consideration for the extension of the exercise period of the Warrants, each holder agreed to a release in favor of the Company and its related persons. Specifically, each holder released and waived any and all claims, demands, obligations, liabilities, and causes of action, whether known or unknown, arising prior to the execution of the Amendment and relating to the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants, any other transaction document, and the administration thereof. The release extends to the Company and its parents, affiliates, participants, and their respective officers, directors, employees, agents, attorneys, accountants, consultants, successors, and assigns.

The Amendment is governed by the laws applicable to the original Warrants and the Securities Purchase Agreement.

The foregoing description 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 being filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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Settlement of Arbitration Proceeding

As previously disclosed, 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. 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. Pursuant to the Settlement Agreement, Progressive Care will pay the Claimant a total sum of $150,000 within seven days of execution. In addition, Progressive Care will transfer to the Claimant shares of NextPlat common stock valued at $100,000, with the number of shares determined by the closing price on the date the former employee executes and delivers the Settlement Agreement and a related Consulting Agreement. The Settlement Agreement provides the Claimant with a one-time reverse stock-split protection mechanism, whereby, if the aggregate value of the transferred shares declines by more than 20% within sixty calendar days following a reverse stock split, Progressive Care will issue additional shares of NextPlat common stock to the Claimant to restore the aggregate value to the pre-split level, with such shares to be issued within ten days after the sixty-day period.

The Settlement Agreement includes mutual releases of all claims between the parties related to the arbitration and underlying disputes, with each party denying any admission of liability. Within three days of execution, the parties will file a joint stipulation of dismissal of the arbitration with prejudice, with each party bearing its own fees and costs. The Settlement Agreement contains mutual confidentiality and non-disparagement provisions, limiting disclosure of the Settlement Agreement and related information except as required by law or regulatory authorities. The Settlement Agreement also includes standard provisions regarding amendments, venue, waiver of jury trial, severability, execution in counterparts, binding effect on successors, and a requirement for good faith cooperation.

In addition, the Settlement Agreement provides that simultaneously with the execution of the Settlement Agreement, the parties will enter into a Consulting Agreement pursuant to which Progressive Care will engage the Claimant as a consultant with an annual base fee of $150,000. Pursuant to the Consulting Agreement, the Claimant will also be eligible for incentive compensation for a percentage of new gross revenue with positive gross margins generated by the pharmacy’s long-term care business and gross collections from 340B eligible business generated by the Claimant.

A copy of the Settlement Agreement is filed with this Quarterly Report on Form 10-Q as Exhibit 10.4 and is incorporated herein by reference. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text thereof.

Lease Termination

On November 11, 2025, the Company entered into an agreement to terminate its lease for office space located in Coconut Grove, FL. Under the terms of the agreement, the Company will pay approximately $120,000 in early termination fees.

Rule 10b5-1 Trading Arrangement

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

Exhibit Number		Description
10.1		David Phipps Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the Commission on October 3, 2024).
10.2		Amendment No. 1 to David Phipps Employment Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed with the Commission on October 3, 2024).
10.3		Form of Universal Amendment to PIPE Warrants, dated as of November 5, 2025, by and among the Company and various holders of the PIPE Warrants.
10.4†		Settlement Agreement, dated November 7, 2025.
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document.
101		The following condensed consolidated financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Comprehensive Loss, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby undertakes to furnish an unredacted copy of the exhibit upon request by the SEC.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 12, 2025	NEXTPLAT CORP

	By:	/s/ David Phipps
		David Phipps
		Chief Executive Officer and President
		(Principal Executive Officer)

		/s/ Amanda Ferrio
		Amanda Ferrio
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

NextPlat Corp 10-Q