What changed in this filing

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Item 1. Business

2022-03-31 compared with 2021-03-22 · 273 added, 355 removed, 36 unchanged (95% of the section changed)

this Form 10-K, Orbsat Corp and its subsidiaries are referred to as “Orbsat,”

“the Company,”

“we,”

“our”

or “us,”

or are referred to in their individual subsidiary or brand names.

Corp is a Nevada corporation.

Our headquarters and principal executive offices are located at 18851 NE 29th Avenue, Suite 700,

Aventura, FL 33180;

our telephone number is (305) 560-5355, and our corporate website is www.orbsat.com .

We do not intend

for information contained on our website to be part of this Form 10-K.

We file annual, quarterly and current reports, proxy statements

and other information with the SEC.

The SEC also maintains an Internet site that contains annual, quarterly and current reports,

proxy and information statements and other information that we (together with other issuers) file electronically.

The SEC’s

Internet site is www.sec.gov.

We make available free of charge on or through our website our annual, quarterly and current reports

and amendments to those reports as soon as reasonably practicable after we electronically file such material with or furnish it

Currently, the Company’s common stock is quoted on the OTC Markets electronic exchange under the symbol “OSAT.”

NextPlat Corp, formerly Orbsat

Corp (“NextPlat”), is a Nevada corporation.

Our headquarters and principal executive offices are located at 3250 Mary

St., Suite 410, Coconut Grove, FL 33133.

Our telephone number is (305) 560-5355, and our corporate website

is www.nextplat.com .

Unless the context requires otherwise, in this report the terms “the

Company,” “we,” “us,” and, “our” refer to NextPlat and our wholly owned subsidiaries.

file annual, quarterly and current reports, proxy statements and other information with the SEC.

The SEC also maintains an Internet site

that contains annual, quarterly and current reports, proxy and information statements and other information that we (together with other

issuers) file electronically.

The SEC’s Internet site is www.sec.gov.

We make available free of charge on or through our website

our annual, quarterly and current reports and amendments to those reports as soon as reasonably practicable after we electronically file

such material with or furnish it to the SEC.

contents of our website or any other website are not incorporated by reference into this Annual Report on Form 10-K.

were originally incorporated in 1997 as a Florida corporation.

On April 21, 2010, we merged with and into a newly-formed wholly-owned

subsidiary for the purpose of changing our state of incorporation to Delaware, effecting a 2:1 forward split of our common stock,

and changing our name to EClips Media Technologies, Inc.

On April 25, 2011, we changed our name to “Silver Horn Mining Ltd.”

pursuant to a merger with a newly formed wholly-owned subsidiary.

was formed under the laws of England and Wales in 2008.

On February 19, 2015, we entered into a share exchange agreement with

GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours.

On April 21, 2010, we merged with and into a newly formed

wholly-owned subsidiary for the purpose of changing our state of incorporation to Delaware, effecting a 2:1 forward split of our

common stock, and changing our name to EClips Media Technologies, Inc.

On April 25, 2011, we changed our name to “Silver Horn

Mining Ltd.” pursuant to a merger with a newly formed wholly-owned subsidiary.

Telesat Communications LTD (“GTC”) was formed under the laws of England and Wales in 2008.

On February 19, 2015, we entered

into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly

owned subsidiary of NextPlat.

March 28, 2014, we merged with a newly formed wholly-owned subsidiary of ours solely for the purpose of changing our state of

4 unchanged sentences

abandoned our efforts to enter the potash business.

January 22, 2015, we changed our name to “Orbital Tracking Corp”

from “Great West Resources, Inc.”

to a merger with a newly formed wholly owned subsidiary.

March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a

ratio of 1 for 150.

January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to

a merger with a newly formed wholly owned subsidiary.

March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of

On August 19, 2019, we effected a reverse split of our common stock at a ratio of 1 for 15.

As a result of

the reverse split, our common stock now has the CUSIP number:

All share and per share, information in the accompanying

consolidated financial statements and footnotes has been retroactively restated to reflect these reverse splits.

on August 19, 2019, we changed our name to “Orbsat Corp”

from “Orbital Tracking Corp”

pursuant to a merger

with a newly formed wholly owned subsidiary.

principal executive offices are located at 18851 N.E.

29th Ave, Suite 700, Aventura, Florida 33180.

Our telephone number is (305)

The Company’s website address is http://www.orbsat.com .

Information contained on the Company’s website

is not incorporated into this Annual Report on Form 10-K.

on August 19, 2019, we changed our name to “Orbsat Corp” from “Orbital Tracking Corp” pursuant to a merger with

a newly formed wholly owned subsidiary.

March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse

A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021.

The Company’s

Board of Directors (the “Board”) subsequently approved the 1-for-5 reverse stock split.

The Company filed a Certificate

of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common

stock, at a ratio of 1-for-5.

The effective time of the reverse stock split was 12:01 a.m.

ET on May 28, 2021.

The Company’s common

stock began trading on a split-adjusted basis commencing upon market open on May 28, 2021.

The common stock has been assigned a new CUSIP

number, 68557F 209.

The warrants were assigned the CUSIP number, 68557F 118.

No fractional shares of common stock were issued as a result

of the reverse stock split.

Stockholders of record who would otherwise be entitled to receive a fractional share received a whole share.

December 16, 2021, at the Annual Meeting of the Company’s stockholders, the Company’s stockholders approved a certificate

of amendment (the “Name Change Amendment”) to the Company’s Amended and Restated Articles of Incorporation changing

the Company’s name from Orbsat Corp to NextPlat Corp.

The Name Change Amendment was filed on January

18, 2022, and t he Company’s name change from Orbsat Corp to NextPlat Corp was effective as of January 21, 2022.

shares have been listed on the Nasdaq Capital Market since May 28, 2021.

Our common stock and warrants have been trading on the Nasdaq

Capital Market under the symbols “NXPL” and “NXPLW,” respectively, since January 21, 2022.

Prior to January 21,

2022, our common stock and warrants were traded on the Nasdaq Capital Market under the symbols “OSAT” and “OSATW,”

respectively.

share and per share, information in the accompanying consolidated financial statements and footnotes has been retroactively restated

to reflect the reverse splits described above.

Current Business

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic

prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel

and business closures.

The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate

the negative impact on us.

Although we expect the availability of vaccines and various treatments with respect to COVID-19 to

have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments

is uncertain.

In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development,

are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed.

If the vaccines

prove less effective than currently understood by the scientific community and the United States Food and Drug Administration,

or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines,

the pandemic may last longer, and could continue to impact our business for longer, than we currently expect.

In response to COVID-19,

governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions,

prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations

to practice social distancing.

Although many governmental measures have had specific expiration dates, some of those measures

have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the

implementation of any potential future measures, especially if cases increase across the United States, with the potential for

additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than the

initial strain.

Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers.

reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce the

size of our workforce in the future;

such reductions incur costs, and we can provide no assurance that we will be able to rehire

our workforce in the event our business experiences a subsequent recovery.

We took steps to curtail our operating expenses and

conserve cash.

We may elect or need to take additional remedial measures in the future as the information available to us continues

to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers.

certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future,

will be sufficient to mitigate the risks posed by COVID-19.

Further, such measures could potentially materially adversely affect

our business, financial condition and results of operations and create additional risks for us.

Any escalation of COVID-19 cases

across many of the markets we serve could have a negative impact on us.

Specifically, we could be adversely impacted by limitations

on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring our

stores to close or employees to remain at home;

limitation of carriers to deliver our product to customers;

product shortages;

limitations on the ability of our customers to conduct their business and purchase our products and services;

and limitations

on the ability of our customers to pay us in a timely manner.

These events could have a material, adverse effect on our results

of operations, cash flows and liquidity.

ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results,

will depend on future developments, such as the duration and severity of the pandemic, the extent of any increases in cases across

the United States, and the related length of its impact on the global economy, as well as the timing and availability of effective

medical treatments and vaccines, which remain uncertain and cannot be predicted at this time.

The resumption of our normal business

operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service

Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable.

Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of

the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations

and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected

by the COVID-19 pandemic and its negative effects on global economic conditions.

Any recovery from the COVID-19 pandemic and related

economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections.

the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national

and, to some extent, global economic impact, including the current recession and any recession that may occur in the future.

success of our business depends on our global operations, including our supply chain and consumer demand, among other things.

As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of

sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown

related issues.

Our results of operations for the year ended December 31, 2020 reflect this impact;

however, we expect that this

trend may continue and the full extent of the impact is unknown.

In recent months, some governmental agencies in the US and Europe,

where we produce the largest percentage of our sales, have lifted certain restrictions.

However, if customer demand continues

to be low, our future equipment sales, subscriber activations and sales margin will be impacted.

We have implemented several measures

to minimize the impact on our operations and sustain our liquidity position, including receiving support through the US payroll

protection program loan (“PPP”), a low interest, fixed rate loan provided under the UK’s Coronavirus Business

Interruption Loan (“CBILS”) and the deferral of certain UK taxes.

We have also worked with our product suppliers to

ensure we will continue to have sufficient inventory levels on hand to meet consumer demand.

Company’s reliance on securing additional capital for its public company expenses may be impaired due to the effect on the

financial markets.

The inability to obtain appropriate financing, may affect its compliance requirements as a public company.

The Company has been using its working capital from its operating subsidiaries, to support its public company expenses.

The continued

drain on its working capital have forced the Company to incur cutbacks, which may affect its future operating revenue as well

as, its ability to continue operations.

a result of COVID-19, we have experienced sho rtages in

inventory due to manufacturing and logistical issues, a reduction in the volume of sales in some parts of our business, such as

rental sales and direct website sales, and a reduction in personnel due to lockdown related issues.

Our results of operations

for the year ended December 31, 2020 reflect this impact;

however, we expect that this trend may continue and the full extent

of the impact is unknown.

Corp provides Mobile Satellite Services (“MSS”) solutions to fulfil the growing global demand for satellite-enabled

voice, data, personnel and asset tracking, Machine-to-Machine (M2M) and Internet of Things (IoT) connectivity services.

these solutions for businesses, governments, military, humanitarian organizations, and individual users, enabling them

to communicate, connect to the internet, track and monitor remote assets and lone workers, or request SOS assistance via satellite

from anywhere in the world, even in the most remote and hostile of environments.

40% of the world’s population has no access to the internet and much of the world has no cellular coverage 1 .

Our vision is to collaborate with innovative partners to deliver low cost, reliable and easily accessible global satellite communications

solutions in areas where no other forms of communication exist.

provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations

and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including

remote land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example

due to political conflicts and natural or man-made disasters.

is an increasing requirement for on-demand connectivity which we support with products and services developed to deliver reliable

solutions globally via leading commercial satellite network operators.

Billions of dollars are projected to be spent on

new and modernized satellite constellations 2 and our partner networks including Globalstar, Intelsat, Iridium,

Inmarsat, Thuraya and Viasat have already developed and launched satellites capable of delivering advanced high-speed voice and

data services anywhere on the planet.

Our products and services enable users on the ground to connect to these existing networks

and we intend to pursue new relationships with next generation satellite constellation operators likely to offer service in the

have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the

Globalstar Low Earth Orbit satellite network.

We own unique network infrastructure devices, known as appliqués, which are

located in various Globalstar ground stations around the world and provide the signal receipt and processing technology that enables

and powers the Globalstar simplex data service.

Our ownership of these appliqués provides us with competitive access to

the global simplex data service which addresses the market demand for a small and cost-effective solution for sending data, such

as geographic coordinates, from assets or individuals in remote locations to a central monitoring station and is used in numerous

applications such as tracking vehicles, asset shipments, livestock, and monitoring unattended remote assets.

believe the potential commercial requirement for satellite-based tracking devices using the Globalstar network is vast and we

intend to begin launching a range of company branded tracking products and associated messaging plans during the first half of

2021, including our SolarTrack solar powered satellite tracking device which we announced in January 2021.

addition to our main core focus on MSS products and services, we also provide tracking and monitoring solutions using Automatic

business of NextPlat has been, and is currently, the provision of a comprehensive array of Satellite Industry communication services,

and related equipment sales.

As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce

websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart.

These e-commerce venues form an effective

global network serving thousands of consumers, enterprises, and governments.

The onset of COVID-19 accelerated the consumer move to use

e-commerce sites, delivering double-digit gains in both 2021 and 2020.

NextPlat has announced its intention to broaden its e-commerce

platform and is implementing a comprehensive systems upgrade to support this initiative.

The Company has also begun the design and development

of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains).

platform (“NextPlat Digital”) is currently in the design and development phase and will enable the use of a range of digital

assets, such as non-fungible tokens (“NFTs”), in e-commerce and in community-building activities.

Communications

our Global Telesat Communications Ltd and Orbital Satcom Corp business units, we provide Mobile Satellite Services (“MSS”)

solutions to fulfill the growing global demand for satellite-enabled voice, data, personnel and asset tracking, Machine-to-Machine

(M2M) and Internet of Things (IoT) connectivity services.

We provide these solutions for businesses, governments, military, humanitarian

organizations, and individual users, enabling them to communicate, connect to the internet, track and monitor remote assets and lone

workers, or request SOS assistance via satellite from almost anywhere in the world, even in the most remote and hostile of environments.

provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations

and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including remote

land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example due to political

conflicts and natural or man-made disasters.

have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the Globalstar

Low Earth Orbit satellite network.

We own unique network infrastructure devices, known as appliqués, which are located in various

Globalstar ground stations around the world and provide the signal receipt and processing technology that enables and powers the Globalstar

simplex data service.

Our ownership of these appliqués provides us with competitive access to the global simplex data service

which addresses the market demand for a small and cost-effective solution for sending data, such as geographic coordinates, from assets

or individuals in remote locations to a central monitoring station and is used in numerous applications such as tracking vehicles, asset

shipments, livestock, and monitoring unattended remote assets.

In addition, we also provide tracking and monitoring solutions using Automatic

Identification System (AIS), 2G-5G, Push-to-Talk and two-way radio technology.

generate revenue from both the provision of services and the sale of equipment.

Higher margin recurring service revenue from the

sale of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue,

and we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans.

provide our products and services directly to end users and reseller networks located both in the United States and internationally

through our subsidiaries, U.S.

based Orbital Satcom Corp (“Orbital Satcom”) and U.K.

based Global Telesat Communications

Limited (“GTC”).

We have a physical presence in the United States and the United Kingdom, as well as an ecommerce

storefront presence in 16 countries across 5 continents.

We have a diverse geographical customer base having provided solutions

to more than 50,000 customers located in more than 165 countries across every continent in the world .

the first quarter of 2021, we intend to open an office in Washington D.C.

to target increased sales to US government customers

through channels such as the U.S.

General Services Administration (“GSA”).

government spends billions of

dollars each year on satellite communications products and services 3 as

it seeks to modernize and improve its communications and connectivity.

To directly address this opportunity, Orbsat is currently

seeking to build a dedicated government sector business unit focused on serving the growing secure communications needs of US

government customers.

https://www.statista.com/statistics/617136/digital-population-worldwide/

https://www.mckinsey.com/industries/aerospace-and-defense/our-insights/large-leo-satellite-constellations-will-it-be-different-this-time#

https://www.gao.gov/products/gao-20-80

MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other

local infrastructure.

As a result, our MSS solutions are suitable for recreational travelers and adventurers, government and military

users, and corporations and individuals wishing to communicate or connect to the internet from remote locations, or in the event

of an emergency such as a power outage, following a hurricane or other natural disaster during which regular cell phone, telephone

and internet service may not be available.

satellite communications products enable users to make voice calls, send and recent text messages and emails, and transmit GPS

location coordinates from anywhere on the planet, no matter how remote the location and regardless of the availability of local

communication infrastructure.

Our range of satellite data products allow users anywhere in the world to connect to the internet,

stream live video, and communicate via voice and data applications.

intend to be a leading provider of GPS enabled emergency locator distress beacons that can save lives, on land and at sea.

Our distress beacons enable essential communication between our customers and search and rescue organizations during emergency

situations and pinpoint locational information to Search and Rescue services, essential during an emergency.

provide a wide range of satellite tracking devices used to monitor the location, movements, and history of almost anything that

We specialize in offering satellite tracking services through the Globalstar satellite network and have supplied tens of

thousands of tracking devices which are used around the world to locate lone workers, track shipping containers, livestock, vehicles,

and vessels along with many other types of assets.

principal focus is on growing sales of our existing satellite-based hardware, airtime and related services, specifically services

attracting recurring revenue for the Company.

Additionally, during the first half of 2021 we intend to launch our own brand of

tracking device for use by retail, corporate and governmental customers worldwide which we expect will further increase future

first product launched by the Company, SolarTrack, is a compact, lightweight, IoT tracking device powered by the sun and operating

on one of the most modern satellite networks in the world.

It is designed for tracking and monitoring anything that moves, or

any remote asset used outdoors, almost anywhere in the world and we anticipate strong demand from customers looking for a low

cost, low maintenance tracking device to monitor remote assets.

operate two e-commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which

targets customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and rest of the

These websites produce sales and attract enquiries from customers and potential customers from all around the world.

the long term, we plan to develop additional country-specific websites to target customers in South America, Asia and Europe where

we anticipate there will be substantial further demand for our products.

addition to our two main e-commerce websites, we make portable satellite voice, data and tracking solutions easier to find and

buy online through our various third-party e-commerce storefronts such as Amazon and Walmart.

We currently operate 16 storefronts

across various countries in 5 continents.

We have invested in personnel to translate our listings correctly in the different countries

we are represented in and intend to regularly improve and increase our listings on all e-commerce sites.

We currently have more than 8,000 product listings on all third-party sites and invest significantly in inventory to hold at Amazon’s

various warehouses around the world to ensure that orders are shipped to customers as quickly as possible.

The products include

handheld satellite phones, personal and asset tracking devices, portable high-speed broadband terminals, and satellite Wi-Fi hotspots.

Our Amazon online marketplaces represented approximately 73.3% and 56.9% of total sales for the years ended December 31, 2020

and 2019, respectively and we anticipate that these marketplaces will continue to represent a significant portion of our sales

for the foreseeable future.

Should there be a disruption of Amazon services or our ability to maintain storefronts with Amazon,

our sales will likely decrease and we would have to seek other distribution methods to sell our products online, which may be

consumer behavior drastically changing as a result of Covid-19, e-commerce traffic witnessed double-digit gains in 2020 as stores

closed and shoppers used digital options.

This significant change in consumer shopping habits resulted in 42% of U.S.

consumers stating that they would choose to buy via Amazon if shopping online 4 .

As a result, we experienced an increase

in sales through our global Amazon storefronts during 2020 as compared to previous years.

e-commerce storefronts enable us to attract a significantly diversified level of sales from all over the world, ensuring we are

not overly reliant on any single market or sector for our sales revenue.

Furthermore, many products we sell require subscription-based

services which allow us to increase our recurring revenue airtime sales.

Higher margin recurring service revenue from the sale

of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue, and

we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans.

provide our products and services directly to end users and reseller networks located both in the United States and internationally through

our subsidiaries, U.S.

based Orbital Satcom Corp (“Orbital Satcom”) and U.K.

based Global Telesat Communications Limited

We have a physical presence in the United States and the United Kingdom, as well as an ecommerce storefront presence

in 16 countries across 5 continents.

We have a diverse geographical customer base having provided solutions to more than 50,000 customers

located in more than 165 countries across most every continent in the world.

MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other local

infrastructure.

As a result, our MSS solutions are suitable for recreational travelers and adventurers, government and military users,

and corporations and individuals wishing to communicate or connect to the internet from remote locations, or in the event of an emergency

such as a power outage, following a hurricane or other natural disaster during which regular cell phone, telephone and internet service

may not be available.

satellite communications products enable users to make voice calls, send and receive text messages and emails, and transmit GPS location

coordinates from virtually anywhere on the planet, no matter how remote the location and regardless of the availability of local communication

infrastructure.

Our range of satellite data products allow users around the world to connect to the internet, stream live video, and

communicate via voice and data applications.

are a provider of GPS enabled emergency locator distress beacons that can save lives, on land and at sea.

Our distress beacons enable

essential communication between our customers and search and rescue organizations during emergency situations and pinpoint locational

information to Search and Rescue services, essential during an emergency.

provide a wide range of satellite tracking devices used to monitor the location, movements, and history of almost anything that moves.

We specialize in offering satellite tracking services through the Globalstar satellite network and have supplied tens of thousands of

tracking devices which are used around the world to locate lone workers, track shipping containers, livestock, vehicles, and vessels

along with many other types of assets.

first product launched by the Company, SolarTrack, is a compact, lightweight, IoT tracking device powered by the sun and operating on

one of the most modern satellite networks in the world.

It is designed for tracking and monitoring anything that moves, or any remote

asset used outdoors, almost anywhere in the world and we anticipate strong demand from customers looking for a low cost, low maintenance

tracking device to monitor remote assets.

and Tracking Portal

advanced subscription-based mapping and tracking portal, GTCTrack, is available for use by registered customers who pay a monthly

fee to access it.

This mapping portal provides a universal and hardware-agnostic, cloud-based data visualization and management

platform that allows managers to track, command, and control assets in near-real-time.

Asset location reports including position,

speed, altitude, heading and past location and movement history reports for a wide range of tracking devices and other products

sold by us are available through GTCTrack.

advanced subscription-based mapping and tracking portal, GTCTrack, is available for use by registered customers who pay a monthly fee

to access it.

This mapping portal provides a universal and hardware-agnostic, cloud-based data visualization and management platform

that allows managers to track, command, and control assets in near-real-time.

Asset location reports including position, speed, altitude,

heading and past location and movement history reports for a wide range of tracking devices and other products sold by us are available

through GTCTrack.

Storefronts and E-Commerce Platforms

operate two e-commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which targets

customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and rest of the world.

These websites

produce sales and attract enquiries from customers and potential customers from all around the world.

Over the long term, we plan to

develop additional country-specific websites to target customers in South America, Asia and Europe where we anticipate there will be

substantial further demand for our products.

addition to our two main e-commerce websites, we make portable satellite voice, data and tracking solutions easier to find and buy online

through our various third-party e-commerce storefronts such as Alibaba, Amazon and Walmart.

We currently operate 25 storefronts across

various countries in 5 continents.

We have invested in personnel to translate our listings correctly in the different countries we are

represented in and intend to regularly improve and increase our listings on all e-commerce sites.

We currently have more than 9,000 product

listings on all third-party sites and invest significantly in inventory to hold at Amazon’s various fulfillment centers

around the world to ensure that orders are shipped to customers as quickly as possible.

The products include handheld satellite phones,

personal and asset tracking devices, portable high-speed broadband terminals, and satellite Wi-Fi hotspots.

Our Amazon online marketplaces

represented approximately 63.6% and 73.3% of total sales for the years ended December 31, 2021, and 2020, respectively and we anticipate

that these marketplaces will continue to represent a significant portion of our sales for the foreseeable future.

Our e-commerce storefronts

enable us to attract a significantly diversified level of sales from all over the world, ensuring we are not overly reliant on any single

market or sector for our sales revenue.

Furthermore, many products we sell require subscription-based services which allow us to increase

our recurring revenue airtime sales.

consumer behavior drastically changing because of COVID-19, e-commerce traffic witnessed double-digit gains in 2021 and 2020,

respectively, as stores closed and shoppers used digital options.

This significant change in consumer shopping habits resulted in a substantial

increase of U.S., EU and U.K.

consumers electing to shop online.

During 2021, senior management of the Company determined to invest in

a comprehensive systems upgrade project which commenced in September with the goal of building a state-of-the-art e-commerce platform.

This implementation is anticipated to be substantially complete within the next six to nine months , and the Company intends to

collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers

and partners to optimize their e-commerce presence and revenue.

beyond our current global network of online storefronts serving thousands of consumers, enterprises, and governments, we intend to develop

a next generation platform for digital assets built for Web3, an internet service built using decentralized blockchains.

platform (“NextPlat Digital”), which is currently in the design and development phase in collaboration with consultants

and contracted developers, will enable the use of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce

and in community-building activities.

As currently contemplated, NextPlat Digital will facilitate the creation/minting, purchase and

sale of a broad range of NFT products, including, but not limited to, art, music, collectables, digital real estate, video games and

NextPlat Digital, as currently planned, will be used by us to create both (a) public marketplaces, for us and third-parties,

where anyone with a crypto wallet can buy and sell their own NFTs, and (b) private market places that only allow a particular company

or entity to sell their own NFTs (such as for the promotion of a particular brand or product).

We anticipate that NextPlat Digital

will be substantially complete within the next six to nine months.

compete in the mobile satellite products and services sector of the global communications industry.

The products and airtime that

we sell are intended to meet users’

needs for connectivity in all locations where existing terrestrial wireline and wireless

communications networks do not exist, do not provide sufficient coverage, or are impaired.

Government organizations, including

military and intelligence agencies and disaster response agencies, non-governmental organizations and industrial operations and

support teams depend on mobile voice and data satellite communications products and services on a regular basis.

Businesses with

global operations require reliable communications services when operating in remote locations around the world.

Mobile satellite

services users span many sectors, including emergency services, maritime, aviation, government, utilities, oil and gas, mining,

recreation, forestry, heavy equipment, construction, and transportation, among others.

believe many of our customers view satellite communications

products and services as critical to their daily operations.

https://www.episerver.com/globalassets/03.-global-documents/reports/holidayreport2020_v4.pdf

is an existing, and we believe significantly growing, multi-billion-dollar global market for a small and cost-effective solution

for receiving and processing mobile voice and data communications from remote locations used in applications such as tracking

vehicles or asset shipments, monitoring unattended remote assets or mobile security.

Over the past two decades, the global mobile

satellite services market has experienced significant growth.

Increasingly, better-tailored, improved-technology products and

services are creating new channels of demand for mobile satellite services.

Growth in demand for mobile satellite voice services

is driven by the declining cost of these services, the diminishing size and lower costs of the devices, as well as heightened

demand by governments, businesses and individuals for ubiquitous global voice and data coverage.

We believe our solutions are

ideally suited for industries such as maritime, aviation, government/military, emergency/humanitarian services, mining, forestry,

oil and gas, heavy equipment, transportation and utilities, as well as recreational users.

We do not tailor our products and services

to different types of customers as in our experience military, non-profit, government and recreational users tend to purchase

the same types of products and services.

The products and airtime that we

sell are intended to meet users’ needs for connectivity in all locations where existing terrestrial wireline and wireless communications

networks do not exist, do not provide sufficient coverage, or are impaired.

Government organizations, including military and intelligence

agencies and disaster response agencies, non-governmental organizations and industrial operations and support teams depend on mobile

voice and data satellite communications products and services on a regular basis.

Businesses with global operations require reliable

communications services when operating in remote locations around the world.

Mobile satellite services users span many sectors, including

emergency services, maritime, aviation, government, utilities, oil and gas, mining, recreation, forestry, heavy equipment, construction,

and transportation, among others.

We believe many of our customers view satellite communications products and services as critical to

their daily operations.

is we believe a fast growing, multi-billion-dollar global market for a small and cost-effective solution for receiving and processing

mobile voice and data communications from remote locations used in applications such as tracking vehicles or asset shipments, monitoring

unattended remote assets or mobile security.

Over the past two decades, the global mobile satellite services market has experienced significant

Increasingly, better-tailored, improved-technology products and services are creating new channels of demand for mobile satellite

Growth in demand for mobile satellite voice services is driven by the declining cost of these services, the diminishing size

and lower costs of the devices, as well as heightened demand by governments, businesses and individuals for ubiquitous global voice and

data coverage.

We believe our solutions are ideally suited for industries such as maritime, aviation, government/military, emergency/humanitarian

services, mining, forestry, oil and gas, heavy equipment, transportation and utilities, as well as recreational users.

We do not tailor

our products and services to different types of customers as in our experience military, non-profit, government and recreational users

tend to purchase the same types of products and services.

global satellite communications industry is highly competitive.

1 unchanged sentence

competition from other service providers that offer a range of mobile and fixed communications options.

In other regions, such

as the UK and EU, we have a strong presence and are one of the leading providers of satellite communicators, emergency locator

beacons and satellite tracking devices.

We compete primarily on the basis of coverage, quality, portability, pricing and in the

case of our e-commerce storefronts, availability of services and products.

competitors for our satellite telecommunications services and products are other resellers of leading satellite networks such

as Iridium, Inmarsat, Thuraya and Globalstar, some of which are also our suppliers.

We expect the competition for our satellite

telecommunications services and our satellite tracking and monitoring services to increase significantly as market demand accelerates.

believe that we are well positioned to compete for the satellite telecommunications services business largely on a cost basis

and our global e-commerce presence, which makes products more accessible to buy as compared to more traditional methods of purchasing

e.g., bricks and mortar storefronts.

In other regions, such as the

UK and EU, we have a strong presence and are one of the leading providers of satellite communicators, emergency locator beacons and satellite

tracking devices.

We compete primarily on the basis of coverage, quality, portability, pricing and in the case of our e-commerce storefronts,

availability of services and products.

competitors for our satellite telecommunications services and products are other resellers of leading satellite networks such as Iridium,

Inmarsat, Thuraya and Globalstar, some of which are also our suppliers.

We expect the competition for our satellite telecommunications

services and our satellite tracking and monitoring services to increase significantly as market demand accelerates.

believe that we are well positioned to compete for the satellite telecommunications services business largely on a cost basis and our

global e-commerce presence, which makes products more accessible to buy as compared to more traditional methods of purchasing e.g., bricks

and mortar storefronts.

competitive strengths

believe that the following strengths contribute to our success:

global presence enables us to compete in various markets around the world, with our multi-lingual personnel allowing us to

respond to global customer inquiries with 24/7/365 customer support

significant expertise in global e-commerce sales, allowing us to maintain a competitive advantage over traditional methods

of purchase through “brick and mortar”

global presence enables us to compete in various markets around the world, with our multi-lingual personnel allowing us to respond

to global customer inquiries with 24/7/365 customer support

significant expertise in global e-commerce sales, allowing us to maintain a competitive advantage over traditional methods of purchase

through “brick and mortar” stores.

This has taken a particular import during the recent COVID-19 pandemic

significant levels of inventory stored in fulfilment centers around the world enable us to quickly secure customer orders

significant levels of inventory stored in fulfillment centers around the world enable us to quickly secure customer orders

against competitors who may not hold available inventory

1 unchanged sentence

contracts and experience with Globalstar allow us to compete competitively on satellite tracking opportunities

diverse customer base with no single customer representing more than 1.5% of our annual gross sales revenue, and no single

country representing more than 25% of our gross annual sales revenue as of December 31, 2020.

This diversification reasonably

permits the Company not to rely on any single customer, or group of customers, on any single product line, or any specific

geographic area.

It is noteworthy, however, that our Amazon sales represent the majority of our sales effort in the last 24

diverse customer base with no single customer representing more than 1.5% of our annual gross sales revenue, and no single country

representing more than 25% of our gross annual sales revenue as of December 31, 2021.

This diversification reasonably permits the

Company not to rely on any single customer, or group of customers, on any single product line, or any specific geographic area.

Amazon sales represent the majority of our sales effort in the last 24 months.

business strategy

1 unchanged sentence

product offerings - we are constantly increasing our product lines and offerings and will continue to do so in the future.

sourced revenue - We are opening new e-commerce storefronts around the world to develop sales in new markets.

Washington D.C.

office will target US government/GSA sales which have not historically represented a significant part of our

expansion – We intend to open new global e-commerce storefronts around the world to develop sales in new markets.

sourced revenue - We intend to target US government/GSA sales which have not historically represented a significant part of our

sales revenue.

We will also recruit experienced government sales professionals to assist with this plan.

become an approved seller on the US Government’s GSA Schedule, which gives federal, and in some cases state and

local buyers, access to a great number of commercial products and services at negotiated ceiling prices.

Schedule purchases

represent approximately 21% of overall federal procurement spending.

innovation - We will continue to launch innovative own branded products, such as our SolarTrack solar powered satellite

tracking device, to differentiate us and gain a competitive edge over other MSS suppliers.

acquisitions - We will seek suitable acquisition opportunities to further increase our scale, expand sales and access

in new markets and sectors.

We plan to become an approved

seller on the US Government’s GSA Schedule, which gives federal, and in some cases state and local buyers, access to a great

number of commercial products and services at negotiated ceiling prices.

Schedule purchases represent approximately 21% of overall

federal procurement spending.

innovation - We will continue to launch innovative own branded products, such as our SolarTrack solar powered satellite tracking

device, to differentiate us and gain a competitive edge over other MSS suppliers.

acquisitions - We will seek suitable acquisition opportunities to further increase our scale, expand sales and access in new

markets and sectors.

Platforms - Expanding beyond our current global network of online storefronts serving thousands of consumers, enterprises, and

governments, we intend to develop a next generation platform for digital assets built for Web3.

Our new platform, which is currently

in the design and development phase in collaboration with consultants and contracted developers, will enable the use of a range of

digital assets, including NFTs, in e-commerce and in community-building activities.

success and ability to compete depends in part on our ability to maintain our trade secrets.

All of our employees and consultants

are subject to non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights.

contract laws and regulations affect how we will do business with our customers, and in some instances, will impose added costs

on our business.

A violation of specific laws and regulations could result in the imposition of fines and penalties, the termination

of any then existing contracts or the inability to bid on future contracts.

We intend our Orbital Satcom subsidiary to become

qualified as a government contractor.

Our products may also be subject to regulation by the National Telecommunications and Information

Administration and the Federal Communications Commission that regulate wireless communications.

All of our employees and consultants are

subject to non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights.

contract laws and regulations affect how we will do business with our customers, and in some instances, will impose added costs on our

A violation of specific laws and regulations could result in the imposition of fines and penalties, the termination of any

then existing contracts or the inability to bid on future contracts.

We intend our Orbital Satcom subsidiary to become qualified as a

government contractor.

Our products may also be subject to regulation by the National Telecommunications and Information Administration

and the Federal Communications Commission that regulate wireless communications.

and Availability of Components

materials and equipment for our products are custom made for those products and are dependent upon either a single or limited

number of suppliers.

Failure of a supplier could cause delays in delivery of the products if another supplier cannot promptly

be found or if the quality of such replacement supplier’s components is inferior or unacceptable.

As a result of COVID-19,

we have experienced shortages in inventory due to manufacturing and logistical issues.

materials and equipment for our products are custom made for those products and are dependent upon either a single or limited number

of suppliers.

Failure of a supplier could cause delays in delivery of the products if another supplier cannot promptly be found or if

the quality of such replacement supplier’s components is inferior or unacceptable.

As a result of COVID-19 and related supply chain

constraints, we have experienced shortages in inventory due to manufacturing and logistical issues.

Risks and History of Losses

ability to achieve our mission and execute our strategies is subject to certain challenges, risks and uncertainties, including,

among others:

ability to achieve our mission and execute our strategies is subject to certain challenges, risks and uncertainties, including, among

ability to obtain sufficient funding to expand our business and respond to business opportunities

4 unchanged sentences

have incurred significant net losses since our inception.

For the years ended December 31, 2020, 2019, and 2018, we have incurred

net losses of $2.7 million, $1.4 million, and $1.2 million, respectively.

As of December 31, 2020, we had an accumulated deficit

of approximately $13.8 million.

We expect to incur significant sales and marketing expenses prior to recording sufficient

revenue from our operations to offset these expenses.

In the United States, we expect to incur additional losses as a result of

the costs associated with operating as a public company.

For the years ended December 31, 2021, 2020, and 2019, we have incurred net

losses of $8.1 million, $2.8 million, and $1.4 million, respectively.

As of December 31, 2021, we had an accumulated deficit of

We expect to incur significant sales and marketing expenses prior to recording sufficient revenue from our operations

to offset these expenses.

We expect to incur additional losses as a result of the costs associated with operating as a public

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.

What changed 10-K

Item 1. Business