NextPlat Corp 10-Q

ITEM 5. OTHER INFORMATION Election of Mr. Robert Bedwell as Chief Compliance Officer On November 2, 2022, the Board unanimously voted to elect Mr. Robert Bedwell as the Chief Compliance Officer of the Company to hold such office until his successor shall have been duly elected and qualified or until his earlier resignation or removal. Mr. Bedwell, 64, previously served as the Director of Administrative Services of PharmCo, LLC (“PharmCoRx”), a wholly-owned subsidiary of Progressive Care, a position he has held since 2021. Previous to that, Mr. Bedwell served as the Controller of PharmCoRx, a position he held from 2017 to 2021. Prior to joining PharmCoRx, Mr. Bedwell was an audit partner and principal with several large regional and national public accounting firms from 1980 to 2017. On November 7, 2022, in connection with such election, Mr. Bedwell entered into an Employment Agreement with the Company (the “Bedwell Employment Agreement”). The Bedwell Employment Agreement, which was unanimously approved by the Compensation Committee of the Board, has an initial term of three years commencing on November 7, 2022 and may be extended for additional terms of one year each. Under the Bedwell Employment Agreement, Mr. Bedwell will receive an annual base salary of $125,000 and will be eligible for grants of awards under the Company’s Incentive Award Plan as determined by the Compensation Committee and our CEO from time to time with an initial reward under the Bedwell Employment Agreement of stock options for 50,000 shares of the Company’s common stock with a vesting schedule as follows: (1) options for 25,000 shares will become fully vested on the first anniversary of the commencement of Mr. Bedwell’s employment with the Company; (2) options for 10,000 additional shares will become fully vested on the second anniversary of the commencement of Mr. Bedwell’s employment with the Company; and (3) options for an additional 15,000 shares will become fully vested on the third anniversary of the commencement of Mr. Bedwell’s employment with the Company. There is no arrangement or understanding between Mr. Bedwell and any other person pursuant to which Mr. Bedwell was appointed as our Chief Compliance Officer. In addition, there are no family relationships between Mr. Bedwell and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. As part of Mr. Bedwell duties for NextPlat, he will continue monitoring the compliance of RXMD and PharmCoRx, accordingly Progressive Care will pay for 20% of Mr. Bedwell’s annual base salary. As noted above, NextPlat, our Chairman and CEO – Charles M. Fernandez – and our director – Rodney Barreto – have made significant investments in Progressive Care and Messrs. Fernandez and Barreto currently serve on Progressive Care’s board of directors as Chairman and Vice Chairman, respectively, and on November 11, 2022, the Progressive Care board of directors elected Mr. Fernandez as the Chief Executive Officer of Progressive Care. The foregoing summary of the Bedwell Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the Employment Agreement attached hereto as Exhibit 10.6 which is incorporated herein by reference. 48 Transition of Paul Thomson from Executive Vice President and CFO to Senior Vice President of Mergers, Acquisitions and Special Projects On November 2, 2022, the Board unanimously voted to approve the transition Paul Thomson’s role from Executive Vice President and Chief Financial Officer of the Company to his new role as Senior Vice President of Mergers, Acquisitions and Special Projects effective as of November 14, 2022. In connection with this transition, Mr. Thomson entered into a new Employment Agreement with the Company effective as of November 14, 2022 (the “2022 Thomson Employment Agreement”). The 2022 Thomson Employment Agreement which was unanimously approved by the Compensation Committee of the Board, has an initial term of one year and may be extended by our CEO for additional terms of one year each. Under this agreement, Mr. Thomson will be paid an annual base salary of $150,000 and will keep all his rights and interests in and to the options set forth in his prior employment agreement with the Company, subject to the terms and conditions set forth in such prior employment agreement. The foregoing summary of the 2022 Thomson Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the Employment Agreement attached hereto as Exhibit 10.7 which is incorporated herein by reference. Election of Ms. Cecile Munnik as Chief Financial Officer On November 2, 2022, the Board unanimously voted to elect Ms. Cecile Munnik to replace Mr. Thomson as the Chief Financial Officer of the Company, effective as of November 14, 2022, to hold such office until her successor shall have been duly elected and qualified or until her earlier resignation or removal. Ms. Munnik, [45], also currently serves as the Chief Financial Officer of Progressive Care, a position she has held since October 2020. She has over fifteen years of accounting and finance experience. She has served in finance and accounting leadership positions for companies and business units with annual revenues ranging from $100M to $3B, and demonstrated expertise in US GAAP, SEC Reporting (10-K, 10-Q), Sarbanes-Oxley, Public Accounting, Mergers & Acquisitions, Internal Controls/Process Efficiencies, ERPs, and Strategy Planning for private and public entities. Prior to joining Progressive Care, she has held several senior management positions. Ms. Munnik served as Director of Asset Management at Unified Women’s Healthcare, a single-specialty management services organization to support Ob-Gyn practices from November 2018 through April 2020. She joined The Service Companies as Director of Finance in May 2017 through October 2018. Prior to The Service Companies, she worked at Lennox International for eleven years. She joined Lennox in June 2006 as Sr. Internal Auditor and left in May 2017 as Manager of Financial Planning and Analysis. Ms. Munnik has a bachelor’s degree in accounting from the University of Pretoria (South Africa) and is a Certified Public Accountant (CPA) and Chartered Accountant (CA). She serves on the board of Damascus Road Partners, which is a group of social enterprise investors who invest charitable capital to sustainably address human suffering. On November 14, 2022, in connection with such appointment, Ms. Munnik entered into an Employment Agreement with the Company (the “Munnik Employment Agreement”). The Munnik Employment Agreement, which was unanimously approved by the Compensation Committee of the Board, has an initial term of three years commencing on November 14, 2022 and may be extended for additional terms of one year each. Pursuant to the Munnik Employment Agreement, that until June 20, 2023, Ms. Munnik will devote 30% of her business time to the Company and will devote the remaining 70% to Progressive Care. Starting on July 1, 2023, Ms. Munnik will devote all of her full business time and effort to the performance of her duties as the Chief Financial Officer of the Company. Ms. Munnik will receive an annual base salary of $67,500 from the commencement of her employment with the Company until June 30, 2023. Thereafter, commencing on July 1, 2023, Ms. Munnik will receive an annual base salary of $225,000. In addition, Ms. Munnik will be eligible for grants of awards under the Company’s Incentive Award Plan as determined by the Compensation Committee and our CEO from time to time with an initial reward under the Munnik Employment Agreement of stock options for 50,000 shares of the Company’s common stock with a vesting schedule as follows: (1) options for 25,000 shares will become fully vested on the first anniversary of the commencement of Ms. Munnik’s employment with the Company; (2) options for 10,000 additional shares will become fully vested on the second anniversary of the commencement of Ms. Munnik’s employment with the Company; and (3) options for an additional 15,000 shares will become fully vested on the third anniversary of the commencement of Ms. Munnik’s employment with the Company. There is no arrangement or understanding between Ms. Munnik and any other person pursuant to which Ms. Munnik was appointed as our Chief Financial Officer. In addition, there are no family relationships between Ms. Munnik and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. Until July 30, 2023, Ms. Munnik will continue to serve as the Chief Financial Officer of Progressive Care. As noted above, NextPlat, our Chairman and CEO – Charles M. Fernandez – and our director – Rodney Barreto – have made significant investments in Progressive Care and Messrs. Fernandez and Barreto currently serve on Progressive Care’s board of directors as Chairman and Vice Chairman, respectively. The foregoing summary of the Munnik Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the Employment Agreement attached hereto as Exhibit 10.8 which is incorporated herein by reference. 49 ITEM 6. EXHIBITS 10.1 Securities Purchase Agreement, dated as of August 30, 2022, by and between NextPlat Corp and Progressive Care Inc. (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on September 1, 2022) 10.2 Confidential Note Purchase and Release Agreement, dated August 30, 2022, by and between the Company, Progressive Care, Iliad Research and Trading, L.P., PharmCo, L.L.C., Charles Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC (incorporated by reference from Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on September 1, 2022) 10.3 Debt Modification Agreement, dated August 30, 2022, by and between the Company, Progressive Care, Charles Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC (incorporated by reference from Exhibit 10.3 to Current Report on Form 8-K filed with the SEC on September 1, 2022) 10.4 Director Services Agreement, dated as of September 28, 2022, by and between the Company and M. Cristina Fernandez (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on October 5, 2022) 10.5 Stock Option Agreement, dated as of October 1, 2022, by and between the Company and M. Cristina Fernandez (incorporated by reference from Exhibit 10.2 to Current Report on Form 8-K filed with the SEC on October 5, 2022) 10.6 Employment Agreement, dated as of November 7, 2022, by and between the Company and Robert Bedwell 10.7 Employment Agreement, dated as of November 14, 2022, by and between the Company and Paul Thomson 10.8 Employment Agreement, dated as of November 14, 2022, by and between the Company and Cecile Munnik 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.ins Inline XBRL Instance Document 101.sch Inline XBRL Taxonomy Schema Document 101.cal Inline XBRL Taxonomy Calculation Document 101.def Inline XBRL Taxonomy Linkbase Document 101.lab Inline XBRL Taxonomy Label Linkbase Document 101.pre Inline XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Management contract or compensatory plan. 50 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 14, 2022 NEXTPLAT CORP By: /s/ Charles M. Fernandez Charles M. Fernandez Chairman and Chief Executive Officer (principal executive officer) /s/ Paul R. Thomson Chief Financial Officer (principal financial officer) 51