NextPlat Corp (NASDAQ: NXPL) to acquire rural Florida pharmacy for $1.5M

Q: How much revenue and margin does the acquired pharmacy contribute to NextPlat (NXPL)?

For 2025, the pharmacy generated approximately $5.6 million in sales with retail margins of about 19% . It was profitable, maintained positive working capital, and operated with a debt‑free balance sheet in a rural market near Pensacola.

Q: What are the key closing conditions and timing for NextPlat’s (NXPL) pharmacy deal?

Closing is targeted by September 30, 2026 , with a one‑time extension to October 31, 2026 . Conditions include a 30‑day due diligence period, securing a lease, required consents, regulatory approvals, accurate representations, and performance of covenants by both parties.

Q: What escrow and indemnification terms are included in NextPlat’s (NXPL) acquisition?

An initial $50,000 deposit is escrowed and credited at closing, and another $50,000 is held in escrow for 18 months to back the Seller’s indemnification, which is capped at 10% of the purchase price except in cases of fraud, with reciprocal indemnification by the Company.

Q: How significant is healthcare to NextPlat’s (NXPL) current business and growth outlook?

In 2025, Healthcare Operations generated about $39.7 million of NextPlat’s $54.3 million revenue. The Company anticipates approximately 20% organic growth in 2026, driven by expanding higher‑margin 340B and other contracted healthcare services.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NextPlat Corp, through indirect subsidiary Progressive Care, LLC, agreed on July 14, 2026 to acquire 100% of the membership interests in Scott’s Pharmacy, LLC, a community pharmacy in Molino, Florida, for $1.5 million in cash, subject to a post-signing inventory adjustment. An initial $50,000 deposit is placed in escrow and credited at closing; at closing the Seller receives the balance and a further $50,000 is held in escrow for 18 months to secure indemnification obligations. Closing is targeted by September 30, 2026, with a one-time extension to October 31, 2026 for an additional $50,000 deposit, and is conditioned on a 30‑day due diligence review, securing a lease for the premises, required consents, regulatory approvals, and customary representations and covenants. The Seller will sign a three‑year Noncompetition Agreement covering Escambia County, Florida.

The acquired pharmacy has served its rural community for over 25 years and generated approximately $5.6 million in 2025 sales with retail margins of about 19%, remaining profitable with positive working capital and no debt. NextPlat’s Healthcare Operations produced about $39.7 million of the Company’s $54.3 million 2025 revenue, and the Company expects roughly 20% organic growth in 2026, supported by higher‑margin 340B and other contracted services. The acquisition is intended to extend PharmcoRx’s footprint into underserved northwest Florida and provide a platform to introduce same‑day delivery, online fulfillment and expanded services for regional providers and patients.

Positive

Acquisition targets a profitable rural pharmacy with approximately $5.6 million in 2025 sales at about 19% retail margins, expanding PharmcoRx’s footprint in underserved northwest Florida and complementing Healthcare Operations that generated $39.7 million of 2025 revenue.

Negative

None.

Insights

Analyzing...

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

Key Figures

Purchase price: $1,500,000 cash Initial escrow deposit: $50,000 Indemnity escrow holdback: $50,000 +5 more

8 metrics

Purchase price $1,500,000 cash Total cash consideration for 100% of Scott’s Pharmacy membership interests and inventory

Initial escrow deposit $50,000 Deposited in escrow at signing as an initial payment credited at closing

Indemnity escrow holdback $50,000 Held in escrow for 18 months after closing to secure Seller indemnification

Target 2025 sales $5.6 million Approximate sales generated by the Pharmacy for the year ended December 31, 2025

Retail margin 19% Approximate retail margins earned by the Pharmacy in 2025

NextPlat 2025 revenue $54.3 million Total company revenue in 2025 across all operations

Healthcare Operations 2025 revenue $39.7 million Revenue generated by Healthcare Operations segment in 2025

Expected 2026 organic growth 20% Approximate organic growth in 2026 anticipated for Healthcare Operations

Key Terms

Membership Interest Purchase Agreement, indemnification, Noncompetition Agreement, 340B Drug Pricing Program, +1 more

5 terms

Membership Interest Purchase Agreement regulatory

"entered into a Membership Interest Purchase Agreement with Ron G. Scott"

A membership interest purchase agreement is a contract used when someone buys an ownership stake in a limited liability company (LLC). It spells out what is being sold, the price, any promises about the business’s condition, and who takes responsibility for debts or legal issues—like a receipt and rulebook for the sale. Investors care because it transfers control, affects future cash flow and liabilities, and can change the value and tax treatment of their investment.

indemnification regulatory

"The Seller’s indemnification liability is capped at 10% of the Purchase Price"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

Noncompetition Agreement regulatory

"the Seller will enter into a three-year Noncompetition Agreement covering Escambia County"

340B Drug Pricing Program medical

"providers participating in the government’s 340B Drug Pricing Program, long-term care facilities"

A federal program that lets eligible hospitals and clinics buy outpatient prescription drugs at significant discounts, similar to a store offering bulk-price deals to certain shoppers. It matters to investors because those discounts affect how much drugmakers can charge, influence hospitals’ medication costs and margins, and shape pricing and reimbursement dynamics across the healthcare market, which can change revenue and profit forecasts.

working capital financial

"The Pharmacy was profitable, maintained positive working capital, and operated with a debt-free"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/16/2026 - 06:02 AM Accepted by SEC EDGAR 07/15/2026 - 06:20 PM

FAQ

What acquisition did NextPlat (NXPL) announce in July 2026?

NextPlat, via its indirect subsidiary Progressive Care, LLC, agreed to acquire 100% of Scott’s Pharmacy, LLC in Molino, Florida for $1.5 million in cash, subject to an inventory adjustment, with closing targeted between late September and October 31, 2026.

How much revenue and margin does the acquired pharmacy contribute to NextPlat (NXPL)?

For 2025, the pharmacy generated approximately $5.6 million in sales with retail margins of about 19%. It was profitable, maintained positive working capital, and operated with a debt‑free balance sheet in a rural market near Pensacola.

What are the key closing conditions and timing for NextPlat’s (NXPL) pharmacy deal?

Closing is targeted by September 30, 2026, with a one‑time extension to October 31, 2026. Conditions include a 30‑day due diligence period, securing a lease, required consents, regulatory approvals, accurate representations, and performance of covenants by both parties.

How does the pharmacy acquisition support NextPlat’s (NXPL) healthcare strategy?

The deal expands PharmcoRx into underserved northwest Florida, where NextPlat plans to add same‑day delivery, online fulfillment, and higher‑margin contracted services for 340B providers, long‑term care facilities, and other institutions, supporting its broader healthcare expansion strategy.

What escrow and indemnification terms are included in NextPlat’s (NXPL) acquisition?

An initial $50,000 deposit is escrowed and credited at closing, and another $50,000 is held in escrow for 18 months to back the Seller’s indemnification, which is capped at 10% of the purchase price except in cases of fraud, with reciprocal indemnification by the Company.

How significant is healthcare to NextPlat’s (NXPL) current business and growth outlook?

In 2025, Healthcare Operations generated about $39.7 million of NextPlat’s $54.3 million revenue. The Company anticipates approximately 20% organic growth in 2026, driven by expanding higher‑margin 340B and other contracted healthcare services.

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): July 14, 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 1.01 Entry into a Material Definitive Agreement

On July 14, 2026, Progressive Care, LLC, an indirect subsidiary of NextPlat Corp (the “Company”), entered into a Membership Interest Purchase Agreement (the “Agreement”) with Ron G. Scott (the “Seller”) to acquire 100% of the membership interests in Scott’s Pharmacy, LLC, a community pharmacy in Molino, Florida (the “Target”).

The Company will acquire the Target for $1,500,000 in cash, subject to a post-signing inventory adjustment. $50,000 will be deposited in escrow as an initial payment, credited at closing. At closing, the Seller receives the balance (subject to inventory adjustment), and $50,000 is held back in escrow for indemnification.

Closing is targeted by September 30, 2026, with a one-time extension to October 31, 2026, available upon notice and an additional $50,000 deposit. If closing does not occur by the deadline (as extended), either party may terminate, with the Seller retaining the deposit as liquidated damages if the Purchaser is at fault, or returning it if the Seller is at fault.

The Purchaser has a 30-day due diligence period to review the Target and may terminate only for material issues discovered or the Seller’s failure to provide required information. The Company must also negotiate a lease for the Target’s premises during this period; failure to do so allows termination without penalty.

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.

Closing conditions include accuracy of representations, performance of covenants, absence of prohibitions or material adverse effects, required consents, completion of due diligence, and lease arrangements. The Seller’s closing conditions include Purchaser’s performance and payment.

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.

At closing, the Seller will enter into a three-year Noncompetition Agreement covering Escambia County, Florida, and deliver customary documents. The Company will deliver the cash consideration and other closing deliverables.

Item 8.01 Other Events.

On July 15, 2026, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
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: July 15, 2026

Exhibit 99.1

NextPlat to Acquire Pensacola-Area Pharmacy, Expanding Florida Footprint and Adding Approximately $5.6 Million in Profitable Annual Revenue

Strategic Acquisition Enhances Pharmacy Diversification with Expansion into Underserved Northwest Florida Market, and Supports Launch of New High-Value Healthcare Services for Regional Providers and Patients

Hallandale Beach, FL – July 15, 2026 - NextPlat Corp (NASDAQ: NXPL) (“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 the strategic acquisition of an independent pharmacy (“the Pharmacy”) in a rural community near Pensacola in the panhandle region of northwest Florida.

NextPlat has agreed to acquire the Pharmacy and its inventory for total cash consideration of $1.5 million. The transaction is expected to be completed during Q4 2026, subject to final due diligence and other customary closing conditions. Once completed, the acquisition will expand and diversify the Company’s PharmcoRx retail footprint into a previously underserved rural market where it intends to introduce additional offerings for patients including same day delivery and online fulfillment services to support the local community. The Company also plans to expand its contracted services reach by marketing to healthcare providers participating in the government’s 340B Drug Pricing Program, long-term care facilities, and other institutional and governmental providers throughout the greater Pensacola area.

NextPlat’s PharmcoRx unit currently operates four specialty pharmacies serving patients in central and southern Florida providing full-service prescription fulfillment, medication management, high-touch, same day delivery, and integrated patient support and coordination with healthcare providers. Beyond traditional retail pharmacy services, PharmcoRx also provides higher margin contracted services including medication fulfillment, claims management and compliance reporting to 340B providers as well as to long-term care, senior living communities and government agencies.

“This transaction expands PharmcoRx’s business into a large, untapped market, creating immediate synergies including the roll-out of service enhancements for patients and serving as a growth platform for the introduction of our higher-margin contracted offerings for healthcare providers throughout the panhandle,” said David Phipps, CEO of NextPlat. “Through additional acquisitions we are exploring, we believe we have a unique opportunity to not only differentiate the retail pharmacy experience in new markets but leverage these locations to support local engagement with additional healthcare providers and institutions that can benefit from our array of integrated services.”

The Pharmacy, serving the local community for over 25 years, has provided customers with prescription medications fulfillment, over-the-counter (OTC) products, durable medical equipment, and healthcare advisory services in a rural market overlooked by the large national retail chains. For the year ended December 31, 2025, the Pharmacy generated approximately $5.6 million in sales with retail margins of approximately 19%. The Pharmacy was profitable, maintained positive working capital, and operated with a debt-free balance sheet.

NextPlat’s Healthcare Operations generated approximately $39.7 million of the Company’s $54.3 million in 2025 annual revenues. The Company expects organic growth of approximately 20% in 2026, supported by increases in higher margin 340B and contracted services, as it seeks to further expand and diversify its healthcare operations, replicating its model in additional underserved markets.

Rodney Barreto, Chairman of NextPlat Corp, added, “PharmcoRx has established itself as a premier community pharmacy, serving customers in South and Central Florida for over 20 years. Through acquisitions of rural operators, PharmcoRx is well positioned to pursue the many growth opportunities we see across Florida to deliver reliable, high-quality healthcare services in communities not adequately served by the large retail chains.”

Additional information on this transaction may be found in the Current Reports on Form 8-K that will be filed by NextPlat with the U.S. Securities and Exchange Commission (the “SEC”).

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 provide access to high quality healthcare and pharmacy services supporting patients, providers, institutions, and public-sector organizations and creating online sales channels for the sales of products to domestic and international consumers. Through its subsidiaries, NextPlat provides pharmacy and healthcare data management services and prescription fulfillment services in the United States and operates an e-commerce division offering voice, data, tracking, and IoT products and services worldwide.

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, including the Company’s ability to successfully acquire and integrate pharmacies, and expand as intended, 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 (financial 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 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EXHIBIT 99.1 11.2 KB

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT 288.5 KB