[8-K] NextPlat Corp Warrants Reports Material Event

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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): June 25, 2025

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.)

3250 Mary St., Suite 410

Coconut Grove, FL 33133

(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 June 25, 2025, NextPlat Corp (the “Company”) held its 2025 Annual Meeting (the “Annual Meeting”).  At the Annual Meeting, each director nominee was elected and other matters submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, were approved by the requisite vote of the Company’s stockholders.

The number of shares of common stock that voted on matters presented at the Annual Meeting was 14,156,982, representing approximately 54.53% of the 25,963,051 shares outstanding as of April 28, 2025, the record date for the Annual Meeting.

The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual 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 April 30, 2025 (the “Proxy Statement”) and are incorporated herein by reference.

1. Election of Directors Proposal. The vote to elect seven Board nominees to the NextPlat Board, each to serve until the next annual meeting of stockholders of NextPlat, or until such person’s successor is elected and qualified was as follows:

Nominee		Votes For		Votes Against		Abstentions
Douglas S. Ellenoff		6,994,899		1,991,671		19,604
Rodney Barreto		7,038,886		1,944,694		22,594
Louis Cusimano		5,880,822		3,102,758		22,594
Hector Delgado		5,899,319		3,085,258		21,597
David Phipps		7,448,408		1,536,169		21,597
Anthony Armas		5,884,939		3,098,641		22,594
Elizabeth Alcaine		5,901,874		3,081,706		22,594

2. Appointment of Independent Registered Public Accounting Firm Proposal. The vote to ratify the appointment of RBSM LLP as the NextPlat’s independent registered public accounting firm for the year ending December 31, 2025 was as follows:

Votes For		Votes Against		Abstentions
10,692,504		3,225,310		239,168

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3. Compensation of Named Executives Proposal. The vote to approve, on an advisory basis, the compensation of NextPlat’s named executive officers as disclosed in this proxy statement was as follows:

Votes For		Votes Against		Abstentions
6,885,140		2,111,603		9,431

4. Adjournment Proposal. The vote to authorize the adjournment of the Annual Meeting if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing proposals in the event NextPlat does not receive the requisite stockholder vote to approve the other proposals was as follows:

Votes For		Votes Against		Abstentions
10,593,828		3,529,740		33,414

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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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:	Interim Chief Executive Officer
Dated: June 26, 2025

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