NextPlat (NASDAQ: NXPL) enacts 1-for-10 reverse split to meet Nasdaq bid

Rhea-AI Filing Summary

NextPlat Corp is implementing a 1-for-10 reverse stock split of its common stock to address Nasdaq’s minimum bid price requirement. At 12:01 a.m. Eastern Time on April 6, 2026, every 10 shares will be combined into one share, reducing outstanding common shares from 27,026,215 to approximately 2,702,621, with cash paid for fractional shares. Stockholders approved the reverse split at a special meeting where 15,510,728 shares voted, representing about 57.5% of the 26,976,215 shares outstanding as of March 16, 2026, and the proposals received strong support. The split affects all holders uniformly, keeps authorized share counts unchanged, and proportionately adjusts equity incentive plans and outstanding options and warrants.

Insights

Equity structure and listing analyst

NextPlat is consolidating shares 1-for-10 to support Nasdaq listing while keeping authorization unchanged.

NextPlat Corp approved a 1-for-10 reverse stock split that will cut outstanding common shares from 27,026,215 to about 2,702,621. The move is explicitly intended to help regain compliance with Nasdaq’s minimum bid price requirement and preserve the company’s exchange listing.

The split was authorized by stockholders at a special meeting and will apply uniformly to all holders, with cash instead of fractional shares. The number of authorized common and preferred shares remains the same, and all equity incentive plan shares, options, warrants, and other awards will be proportionately adjusted.

Because authorization is unchanged while outstanding shares decline, the company retains flexibility for future equity issuance, which could matter for capital-raising plans. Trading in the split-adjusted shares is scheduled to begin on The Nasdaq Capital Market on April 6, 2026 under the existing “NXPL” ticker, subject to the effective time described.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): March 27, 2026

NEXTPLAT CORP

(Exact Name of Registrant as Specified in its Charter)

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

400 Ansin Blvd., Suite A

Hallandale Beach,  FL 33009

(Address of principal executive offices and zip code)

(305) 560-5381

(Registrant’s telephone number, including area code)

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

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

Emerging growth company ☐

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

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

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

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 27, 2026, NextPlat Corp (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).  At the Special Meeting, the reverse stock split, was approved, and each other matter submitted to a vote of the Company’s stockholders at the Special Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. A playback of the Special Meeting can be found at www.virtualshareholdermeeting.com/NXPL2026SM.

The number of shares of common stock that voted on matters presented at the Special Meeting was 15,510,728, representing approximately 57.5% of the 26,976,215 shares outstanding as of March 16, 2026, the record date for the Special Meeting.

The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Special Meeting are set forth below. The proposals are described in detail in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2026 (the “Proxy Statement”) and are incorporated herein by reference.

1. Reverse Stock Split. The vote to consider and vote upon a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, 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 as treasury shares, at any time prior to March 27, 2028, at a ratio of 1-for-5 to 1-for-50 (the “Range”) provided that the aggregate splits will not exceed 1-for-50, with the ratio within such Range to be determined at the discretion of 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 the “Reverse Stock Split” and such proposal is referred to herein as the “Reverse Stock Split Proposal” or “Proposal One”), was as follows:

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

2. Adjournment Proposal. The vote to authorize an adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal One (the “Adjournment Proposal” or “Proposal Two”) was as follows:

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

2

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.

Exhibits.

Exhibit No.		Description
99.1		Press Release dated March 27, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

3

SIGNATURE

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

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

4

Exhibit 99.1

NextPlat Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Bid Price Requirement

HALLANDALE BEACH, FL – March 27, 2026 – NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global consumer products and services company providing healthcare and technology solutions through e-commerce and retail channels worldwide, today announced that its Board of Directors has approved a 1-for-10 reverse stock split of the Company’s issued and outstanding common stock. The reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on April 6, 2026, with trading on a split-adjusted basis beginning on The Nasdaq Capital Market upon the commencement of trading on Tuesday, Aplri 6, 2026 under the Company’s existing ticker symbol, “NXPL.”

At the effective time, every 10 shares of NextPlat’s issued and outstanding common stock will automatically be combined into one share of common stock. The reverse stock split will reduce the number of shares of the Company’s outstanding common stock from 27,026,215 shares to approximately 2,702,621 shares, subject to adjustment for fractional shares. The number of authorized shares of common stock and preferred stock under the Company’s amended and restated certificate of incorporation, as amended, will not be reduced in connection with the reverse stock split.

The reverse stock split was previously approved by the Company’s stockholders at the special meeting of stockholders held on March 27, 2026, which authorized the Board of Directors to implement a reverse split. The Board determined that implementing the reverse split at this time is appropriate to regain compliance with the minimum bid price requirement for maintaining the listing of the Company’s common stock on The Nasdaq Capital Market and to broaden potential investor interest.

No fractional shares will be issued in connection with the reverse stock split. Any fractional shares of common stock resulting from the reverse stock split will be cashed out. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except for adjustments related to fractional shares. The reverse split will also proportionately adjust the number of shares available under the Company’s equity incentive plans and the exercise price and number of shares underlying outstanding stock options, warrants, and other equity awards, in each case in accordance with their terms.

Equity Stock Transfer is acting as the exchange agent for the reverse stock split. Stockholders holding shares in book-entry form or through a brokerage account will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take any action. The new CUSIP number for the Company’s common stock following the reverse stock split will be 68557F308.

For more information about NextPlat, please visit www.NextPlat.com and connect with us on Facebook, LinkedIn and X.

About NextPlat Corp

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

Forward-Looking Statements

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

Media and Investor Contact for NextPlat Corp:

Michael Glickman

MWGCO, Inc.

917-397-2272

mike@mwgco.net

FAQ

What reverse stock split did NextPlat Corp (NXPL) approve?

NextPlat Corp approved a 1-for-10 reverse stock split of its issued and outstanding common stock. Every 10 existing shares will automatically combine into one share, reducing the share count while keeping each holder’s proportional ownership essentially the same, aside from fractional share cash-outs.

When will the NextPlat (NXPL) reverse stock split take effect and trade?

The reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on April 6, 2026. Split-adjusted shares are expected to begin trading on The Nasdaq Capital Market that same day under the existing ticker symbol “NXPL,” according to the company’s announcement.

How will NextPlat’s 1-for-10 reverse split affect the number of NXPL shares?

At the effective time, every 10 shares of NextPlat common stock will combine into one share. This will reduce outstanding common shares from 27,026,215 to approximately 2,702,621, with any fractional share positions settled in cash instead of issuing partial shares to stockholders.

Why is NextPlat Corp (NXPL) doing a reverse stock split?

NextPlat’s Board stated it is implementing the reverse stock split to regain compliance with Nasdaq’s minimum bid price requirement. The company also noted that the split may help broaden potential investor interest while maintaining its listing on The Nasdaq Capital Market for its common stock.

Will NextPlat’s reverse split change NXPL stockholders’ ownership percentages?

The company stated the reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership, except for small adjustments from fractional share cash-outs. Each investor’s proportional stake remains essentially the same after the 1-for-10 consolidation takes effect.

Does NextPlat’s reverse stock split change authorized shares or equity plans?

NextPlat said the number of authorized common and preferred shares will not be reduced by the reverse split. Instead, shares under equity incentive plans and outstanding options, warrants, and other awards will be proportionately adjusted for both share count and exercise price, consistent with their existing terms.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.6 KB