LEGAL PROCEEDINGS
−Removed: On June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause.
−Removed: Seifert asserts that the termination was not for cause and that he is owed compensation payable under his June 2, 2021 employment agreement.
−Removed: The Company’s position is that Mr.
−Removed: Seifert is not owed any additional compensation relating to his prior service with the Company or arising under any employment agreement.
−Removed: The Company and Mr.
−Removed: Seifert are currently engaged in litigation over the matter of his employment and termination.
−Removed: The Company believes it has adequate defenses to Mr.
−Removed: Seifert’s claims and has asserted affirmative claims for relief against Mr.
−Removed: Seifert including, but not limited to, breach of the employment agreement, breach of his fiduciary duties, fraud in the inducement in connection with the employment agreement, fraudulent misrepresentation, and constructive fraud.
−Removed: A detailed recitation of the Company’s factual allegations supporting these claims can be found in the Company’s Second Amended Complaint, filed June 21, 2022.
−Removed: The Company does not expect to seek substantial monetary relief in the litigation.
−Removed: This dispute is pending before the District Court for the Southern District of Florida under Case No.
−Removed: 1:21-cv-22436-DPG.
−Removed: On July 5, 2022, Mr.
−Removed: Seifert moved to dismiss NextPlat’s Second Amended Complaint, and filed a Counterclaim against the Company and its Chief Executive Officer, Charles M.
−Removed: In his Counterclaim, Mr.
−Removed: Seifert seeks legal remedies in connection with the Company’s June 22, 2021, termination of his employment.
−Removed: Seifert also claims Retaliatory Discharge under Florida’s Private Whistleblower Act, Defamation, and Negligent Misrepresentation.
−Removed: A jury trial is set to occur during the trial court's two-week trial calendar, starting August 21, 2024.
+Added: On October 28, 2024, Alan Jay Weisberg, the former Chief Executive Officer and Chairman of Progressive Care Inc.
+Added: (“RXMD”), filed a putative class action suit on behalf of himself and all other former RXMD stockholders against NextPlat, Charles M.
+Added: Fernandez, the Chief Executive Officer and a director of NextPlat, and Rodney Barreto, a director of NextPlat.
+Added: The complaint purports to allege a breach of fiduciary duty by NextPlat and Messrs.
+Added: Fernandez and Barreto in connection with the merger of RXMD with and into a wholly-owned subsidiary of NextPlat (the “Merger”), which Merger was completed on October 1, 2024 following approval by the stockholders of each of NextPlat and RXMD in stockholder meetings held on September 13, 2024 by NextPlat and RXMD, respectively.
+Added: Among other things, the complaint asserts that the consideration paid to Mr.
+Added: Weisberg and the other RXMD stockholders in connection with the Merger was insufficient.
+Added: The monetary relief requested in the complaint includes compensatory and rescissory damages in an unspecified dollar amount.
+Added: The complaint is pending in the Court of Chancery of the State of Delaware.
+Added: The caption is Alan Jay Weisberg v.
+Added: Fernandez, Rodney Barreto and Nextplat Corp., and the case number is C.A.
+Added: The Company’s management does not believe that the Weisberg’s claim is meritorious and plans to vigorously defend against the suit.
+Added: The Company is in the process of preparing a response to the complaint and has filed a motion to dismiss the complaint.
+Added: On October 15, 2024, the Company settled its ongoing lawsuit with Mr.
+Added: Thomas Seifert, the Company’s former Chief Financial Officer.
+Added: Under the terms of the settlement, the Company agreed to pay to Mr.
+Added: Seifert $150,000 and to reimburse him for legal costs in the amount of $600,000.
+Added: In exchange, the Company and Mr.
+Added: Seifert each agreed to dismiss the lawsuit with prejudice and to release the other party from all claims.
+Added: On June 17, 2024, Progressive Care was notified of a potential claim that a former employee allegedly suffered a loss due to an alleged breach by Progressive Care of an employment contract with the former employee.
+Added: Management believes, based on discussions with its legal counsel, that Progressive Care has meritorious defenses against the former employee’s claim.
+Added: Since receipt of the notice of claim, Progressive Care filed a petition for arbitration against the former employee, asserting that it was the employee who breached the employment contract.
+Added: Progressive Care will prosecute its claims and will defend any counterclaims vigorously as Progressive Care believes it will prevail on the merits.
+Added: At this time, we cannot reasonably estimate the amount of the loss.
From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.