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): ~~June~~July 2414, 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.

Item 51.~~07.~~01 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

On ~~June~~July 2414, 2026, ~~NextPlat~~Progressive ~~Corp~~Care, (“LLC, an indirect subsidiary of NextPlat” orCorp (the “Company”), ~~held~~entered ~~its~~into ~~2026~~a ~~Annual~~Membership ~~Meeting~~Interest Purchase Agreement (the “~~Annual Meeting~~Agreement”). Atwith ~~the~~Ron ~~Annual~~G. ~~Meeting,~~Scott ~~each~~(the ~~director~~“Seller”) ~~nominee was elected and other matters submitted~~ to aacquire ~~vote~~100% of the ~~Company’s~~membership ~~stockholders~~interests atin ~~the~~Scott’s ~~Annual Meeting~~Pharmacy, ~~as described below~~LLC, ~~were~~a ~~approved~~community bypharmacy ~~the~~in ~~requisite~~Molino, ~~vote~~Florida of (the ~~Company’s stockholders~~“Target”).

The ~~number~~Company ofwill ~~shares~~acquire ofthe ~~common~~Target ~~stock~~for ~~that~~$1,500,000 ~~voted~~in oncash, ~~matters~~subject ~~presented~~to ata ~~the~~post-signing ~~Annual~~inventory ~~Meeting~~adjustment. ~~was~~$50,000 1will be deposited in escrow as an initial payment,~~685,403,~~ ~~representing~~credited ~~approximately~~at 62closing.~~23%~~ ofAt closing, the ~~2,708,507~~Seller ~~shares~~receives ~~outstanding~~the asbalance of(subject ~~April~~to 27inventory adjustment), ~~2026~~and $50,000 ~~the~~is ~~record~~held ~~date~~back ~~for~~in ~~the~~escrow ~~Annual~~for ~~Meeting~~indemnification.

~~The~~Closing ~~final~~is ~~voting~~targeted ~~results~~by ~~for~~September ~~each~~30, of2026, ~~the~~with ~~proposals~~a ~~submitted~~one-time extension to aOctober ~~vote~~31, of2026, ~~the~~available ~~stockholders~~upon ofnotice ~~the~~and ~~Company~~an atadditional ~~the~~$50,000 ~~Annual~~deposit. ~~Meeting~~If ~~are~~closing ~~set~~does ~~forth~~not ~~below.~~occur ~~The~~by ~~proposals~~the ~~are~~deadline ~~described~~(as inextended), ~~detail~~either inparty ~~the~~may ~~Company’s~~terminate, ~~Proxy~~with ~~Statement~~the ~~filed~~Seller ~~with~~retaining the ~~U.S.~~deposit ~~Securities~~as ~~and~~liquidated ~~Exchange~~damages ~~Commission~~if (the ~~“SEC”)~~Purchaser onis ~~April~~at 30fault, ~~2026~~or ~~(the~~returning ~~“Proxy~~it ~~Statement”)~~if ~~and~~the ~~are~~Seller ~~incorporated~~is ~~herein~~at ~~by reference~~fault.

1.The ~~Election~~Purchaser ofhas ~~Directors~~a ~~Proposal.~~30-day ~~The~~due ~~vote~~diligence period to ~~elect~~review ~~six~~the ~~Board~~Target ~~nominees~~and tomay ~~the~~terminate ~~NextPlat~~only ~~Board,~~for ~~each~~material toissues ~~serve~~discovered ~~until~~or the ~~next~~Seller’s ~~annual~~failure ~~meeting~~to ofprovide ~~stockholders~~required ofinformation. ~~NextPlat,~~The orCompany ~~until~~must ~~such~~also ~~person~~negotiate a lease for the Target’s ~~successor~~premises isduring ~~elected~~this ~~and~~period; ~~qualified~~failure ~~was~~to asdo ~~follows:~~so allows termination without penalty.

Nominee	Votes For	Votes Against	Abstentions
Rodney Barreto, Chairman	1,258,070	6,263	45
Douglas S. Ellenoff, Vice-Chairman	1,215,303	49,031	44
Hector Delgado	1,259,267	5,067	44
David Phipps	1,249,495	14,838	45
Anthony Armas	1,256,811	7,522	45
Lauren Sturges Fernandez	1,244,921	19,412	45

The Purchase Agreement contains customary representations, warranties, and covenants regarding organization, capitalization, financials, taxes, employees, compliance, and operations. The Seller and the Target must operate in the ordinary course and cooperate on consents and approvals. The Company must pursue regulatory approvals and not delay closing.

2.Closing ~~Appointment~~conditions ofinclude ~~Independent~~accuracy ~~Registered~~of ~~Public~~representations, ~~Accounting~~performance ~~Firm~~of ~~Proposal.~~covenants, ~~The~~absence ~~vote~~of toprohibitions ~~ratify~~or ~~the~~material ~~appointment~~adverse ofeffects, ~~RBSM~~required ~~LLP~~consents, ascompletion ~~the~~of ~~Company’s~~due ~~independent~~diligence, ~~registered~~and ~~public~~lease ~~accounting~~arrangements. ~~firm~~The ~~for~~Seller’s ~~the~~closing ~~year~~conditions ~~ending~~include ~~December~~Purchaser’s ~~31,~~performance ~~2026~~and ~~was as follows:~~payment.

Votes For		Votes Against		Abstentions
1,683,296		1,516		591

The Seller’s indemnification liability is capped at 10% of the Purchase Price (except for fraud), with $50,000 escrowed for 18 months post-closing. The Company also provides reciprocal indemnification. Survival periods for representations and covenants are customary.

3.At ~~Compensation~~closing, ofthe ~~Named~~Seller ~~Executives~~will ~~Proposal.~~enter ~~The~~into ~~vote~~a tothree-year ~~approve,~~Noncompetition onAgreement ancovering ~~advisory~~Escambia ~~basis~~County, ~~the~~Florida, ~~compensation~~and ofdeliver ~~NextPlat’s~~customary ~~named~~documents. ~~executive~~The ~~officers~~Company aswill ~~disclosed~~deliver inthe ~~this~~cash ~~proxy~~consideration ~~statement~~and ~~was~~other asclosing ~~follows:~~deliverables.

Votes For		Votes Against		Abstentions
1,252,261		10,315		1,802

Item 8.01 Other Events.

4. On ~~Adjournment~~July ~~Proposal.~~15, ~~The~~2026, ~~vote to authorize~~ the ~~adjournment~~Company ofissued ~~the~~a ~~Annual~~press ~~Meeting~~release ifannouncing ~~necessary,~~its ~~under~~entry ~~certain~~into ~~circumstances, including for~~ the ~~purpose~~Agreement. ofA ~~soliciting~~copy ~~additional proxies in favor~~ of the ~~foregoing~~press ~~proposals~~release inis ~~the~~filed ~~event~~as ~~NextPlat~~Exhibit ~~does~~99.1 ~~not receive the requisite stockholder vote~~ to ~~approve~~this ~~the~~Current ~~other proposals was as follows:~~Report

Votes For		Votes Against		Abstentions
1,649,222		33,291		2,890

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)
10.1		Membership Interest Purchase Agreement, dated as of July 14, 2026 by and between Ron G. Scott and Progressive Care LLC
99.1		Press Release
104		Cover Page Interactive Data File (embedded within 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 and President
Dated: June 24, 2026
Dated: July 15, 2026

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