UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~December~~March 527, ~~2025~~2026

NEXTPLAT CORP

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-40447		65-0783722
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

400 Ansin Blvd., Suite A

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

(305) 560-5381

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Emerging growth company ☐

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

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

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock, par value $0.0001	NXPL	The Nasdaq Stock Market, Inc.
Warrants	NXPLW	The Nasdaq Stock Market, Inc.

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~December~~March 527, ~~2025~~2026, NextPlat Corp (the “Company”) ~~and~~ ~~Barreto~~held ~~Group, Inc. (“Barreto Group”) entered into~~ a ~~consulting~~Special ~~agreement~~Meeting of Stockholders (the “~~Agreement~~Special Meeting”). At ~~pursuant~~the toSpecial ~~which~~Meeting, ~~Barreto~~the ~~Group~~reverse isstock ~~engaged~~split, was toapproved, and ~~provide~~each ~~business~~other ~~development~~matter ~~and~~submitted ~~strategic~~to ~~consulting~~a ~~services~~vote toof the Company ~~and~~’s ~~its~~stockholders ~~wholly~~at ~~owned~~the ~~subsidiaries.~~Special ~~Barreto~~Meeting, ~~Group~~as isdescribed ~~owned~~below, ~~and~~was ~~controlled~~approved by ~~Rodney Barreto, who serves as~~ the ~~Chairman~~requisite vote of the Company’s ~~Board of Directors~~stockholders. ~~The~~A ~~Agreement~~playback ~~provides for an initial term~~ of ~~three years commencing on~~ the ~~effective~~Special ~~date~~Meeting ofcan ~~December~~be 1,found ~~2025, with automatic one-year renewal terms thereafter unless either party provides written notice of non-renewal~~ at ~~least sixty days prior to the expiration of the then-current term~~ www.virtualshareholdermeeting.com/NXPL2026SM.

~~Under~~The ~~the~~number ~~Agreement,~~of ~~Barreto~~shares ~~Group~~of iscommon tostock ~~advise~~that ~~the~~voted ~~Company~~ on ~~business development~~ matters, ~~including~~presented ~~new~~at ~~contracts for~~ the ~~sale~~Special ofMeeting ~~goods~~was ~~or services and strategic transactions such as mergers~~15, ~~acquisitions~~510, ~~and licensing agreements~~728, ~~with~~representing ~~duties~~approximately ~~and~~57.5% ~~responsibilities~~of ~~as may be reasonably assigned by~~ the ~~Company’s~~26,976,215 ~~Chief~~shares ~~Executive~~outstanding ~~Officer~~as ~~or Board~~ of ~~Directors.~~March ~~Barreto~~16, ~~Group~~2026, isthe ~~required~~record todate ~~devote~~for ~~customary business hours to~~ the ~~Company~~Special ~~and perform its duties in a competent and professional manner, while being permitted to engage in other non-competing business activities~~Meeting.

AsThe ~~compensation~~final voting results for ~~its~~each ~~services,~~of ~~Barreto~~the ~~Group~~proposals ~~will~~submitted ~~receive~~to ana ~~annual~~vote ~~consulting~~of ~~fee~~the stockholders of ~~$52,000.~~the ~~Barreto~~Company ~~Group~~at the Special isMeeting ~~also~~are ~~authorized~~set toforth ~~incur~~below. ~~reasonable~~The ~~and~~proposals ~~necessary~~are ~~business~~described ~~expenses~~in detail in the ~~performance~~Company’s ofProxy ~~its~~Statement ~~duties,~~filed ~~which~~with ~~will~~the U.S. beSecurities ~~reimbursed~~and byExchange Commission (the ~~Company~~“SEC”) ~~upon~~on ~~submission~~March of16, ~~appropriate~~2026 ~~documentation,~~(the ~~subject~~“Proxy toStatement”) ~~approval~~and byare ~~the~~incorporated ~~Board~~herein ofby ~~Directors~~reference.

1. Reverse Stock Split. The ~~Agreement~~vote ~~may~~to beconsider ~~terminated~~and ~~immediately~~vote upon a proposal to approve an amendment to the ~~disability~~Company’s orAmended ~~death~~and Restated Articles of ~~Rodney~~Incorporation, ~~Barreto~~as amended (the “Articles of Incorporation”) to, at the discretion of our Board of Directors, effect one or more reverse stock splits (the “Reverse Stock Split”) with respect to our issued and outstanding common stock, par value $0.0001 per share (the “common stock”), including any common stock held by the Company’s ~~obligations~~as ~~limited~~treasury shares, at any time prior to ~~payment~~March 27, 2028, at a ratio of ~~consulting~~1-for-5 ~~fees~~to ~~earned~~1-for-50 ~~through~~(the “Range”) provided that the ~~date~~aggregate splits will not exceed 1-for-50, with the ratio within such Range to be determined at the discretion of ~~termination~~our Board of Directors (or any of its delegated authorized persons) without further approval or authorization of our stockholders (such action is referred to herein as ~~otherwise~~the ~~required~~“Reverse byStock ~~law.~~ Split” and such proposal is referred to herein as the “Reverse Stock Split Proposal” or “Proposal One”), was as follows:

The Agreement was approved by a majority of the disinterested members of the Company’s Board of Directors, including a majority of the Company's independent directors

Votes For		Votes Against		Abstentions
14,124,706		1,381,427		4,595

A2. ~~copy~~Adjournment ofProposal. ~~the~~The ~~Agreement~~vote isto ~~filed~~authorize ~~with~~an ~~this~~adjournment ~~Current~~or ~~Report~~adjournments onof ~~Form~~the ~~8-K~~Special asMeeting ~~Exhibit~~to ~~10.1~~a ~~and~~later isdate ~~incorporated~~or ~~herein~~dates, byif ~~reference.~~necessary ~~The~~or ~~foregoing~~appropriate, ~~description~~to ofsolicit ~~the~~additional ~~Agreement~~proxies isif ~~qualified~~there inare ~~its~~not ~~entirety~~sufficient byvotes ~~reference~~in tofavor of Proposal One (the ~~full~~“Adjournment ~~text~~Proposal” ~~thereof.~~or “Proposal Two”) was as follows:

Votes For		Votes Against		Abstentions
14,140,750		1,301,884		68,094

Item 8.01 Other Events.

On March 27, 2026, the Company issued a press release announcing the approval of a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock expected to become effective on or about April 6, 2026. The new CUSIP number for the Company’s common stock following the reverse stock split will be 68557F308. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

~~(d)~~ Exhibits.

Exhibit No.		Description
10.1		Consulting Agreement, dated as of December 1, 2025, by and between NextPlat Corp and Barreto Group, Inc.
99.1		Press Release dated March 27, 2026.
104		Cover Page Interactive Data File (~~embedded~~formatted ~~within~~as ~~the~~ Inline XBRL ~~document~~)

SIGNATURE

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

	NEXTPLAT CORP.
	By:	/s/ David Phipps
	Name:	David Phipps
	Title:	Chief Executive Officer
Dated: December 9, 2025
Dated: March 27, 2026

Filing Compare · NextPlat Corp