NextPlat Corp (NasdaqCM:NXPL) agreed to acquire an unknown minority stake in Progressive Care, Inc. (OTCPK:RXMD) from Charles M. Fernandez, Rodney Barreto and others on April 12, 2024. The exchange ratio of NextPlat shares to be issued in the business combination, not subject to adjustment, was calculated based upon a 20-day, volume-weighted average price ("VWAP") of NextPlat's Common Stock preceding execution of the business combination agreement and a value per share of Common Stock of Progressive Care at $2.20. The exchange ratio was determined at a price per Common Share of Progressive Care above its 20-day VWAP on the date of execution and follows a comprehensive, independent, third-party valuation analysis conducted at the request of Progressive Care's special committee of independent directors.

The transaction has been unanimously approved by the Board of Directors of both NextPlat and Progressive Care. The transaction is subject to subject to regulatory and stockholder approvals, and other customary closing conditions. The transaction is expected to close in the third quarter of 2024.

ArentFox Schiff LLP served as the legal advisor to NextPlat and Lucosky Brookman LLP served as legal advisor to Progressive Care.