What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-31 · 137 added, 160 removed, 149 unchanged (67% of the section changed)

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.

Corp, formerly Orbsat Corp (“NextPlat”), is a Nevada corporation and was originally incorporated in Florida in 1997.

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.

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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.

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

incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock, and changing our name to Great West

Resources, Inc.

in connection with the plans to enter into the business of potash mining and exploration.

During late 2014, we

abandoned our efforts to enter the potash business.

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.

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

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.

the e-commerce experience of our management team and our existing e-commerce platforms, the Company has embarked upon the rollout of

a state-of-the-art e-commerce platform 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, which we

expect will become the focus of the Company’s business in the future.

Historically, the business of NextPlat has been 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 on platforms such as Alibaba, Amazon, OnBuy, and Walmart.

These e-commerce venues form an effective global network

serving thousands of consumers, enterprises, and governments.

We are actively pursuing distribution, marketing and license

arrangements and joint ventures with companies that could distribute their products through our e-commerce platform.

seek to joint venture with or purchase part or all of businesses that manufacture or distribute products, particularly those that we

believe we could market through our e-commerce platform, as well as business that could enhance our e-commerce platform.

our efforts to enhance our e-commerce platform we have also begun the design and development of a next generation platform for

digital assets built for Web3 (an internet service built using decentralized blockchains).

This new platform (“NextPlat

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

and in community-building activities.

Recent Investments in Progressive Care Inc.

During 2022, with a view to enhancing

our product and services offerings, we invested in securities issued by Progressive Care Inc.

Progressive Care Inc.

RXMD) (“Progressive”)

is a Florida health services organization and provider of Third-Party Administration (TPA), data management, COVID-19 related diagnostics

and vaccinations, 340B contracted pharmacy services, prescription pharmaceuticals, compounded medications, provider of tele-pharmacy

services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term

care facilities, and health practice risk management.

Our Executive Chairman and Chief Executive Officer, Charles Fernandez, was appointed

as the Chairman and Chief Executive Officer of Progressive in November 2022 along with our Board member, Mr.

Rodney Barreto, who was

appointed to serve as Vice Chairman of Progressive’s board of directors.

Our holdings in Progressive include preferred stock, common

stock, warrants and convertible debt, and we currently account for it on the equity method.

In addition, we have extended an equity line

of credit to Progressive.

Through conversion of our convertible debt and warrants as well as via securities issuances that would result

from utilization of the equity line of credit, we are able to own more than 50% of the voting equity securities of Progressive should

we choose to do so.

We have determined to use our ownership of the above securities to assert significant influence over Progressive Care, and we are

in the process of assessing whether we should take steps to obtain further control of Progressive and/or integrate Progressive’s

business with our own;

or whether we should maintain it as a separate business.

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.

Products and Services

our legacy 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.

As we proceed to

grow and enhance our e-commerce business and product offerings, we will consider whether we should retain our Global Telesat Communications

Ltd and Orbital Satcom Corp business units, or whether we should sell or spin them off.

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

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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.

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

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infrastructure.

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

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

communicate via voice and data applications.

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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.

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 the rest of the

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

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.

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

We currently operate 25 storefronts

across various countries on 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

10,000 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 54.3% and 63.6% of total sales for the years ended December 31, 2022, and 2021, 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.

Starting in 2021, senior management of the Company invested in a comprehensive

systems upgrade project with the goal of building a state-of-the-art e-commerce platform.

This implementation is substantially complete,

and the Company is collaborating with businesses to optimize their ability to sell their goods online, domestically, and internationally,

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 are developing

a next generation platform for digital assets built for Web3.NextPlat Digital which has been designed and developed in collaboration

with consultants and contracted developers, will enable 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 game items.

NextPlat Digital will be used 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 marketplaces that only allow a particular company or entity to sell

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

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

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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

significant expertise in global e-commerce sales allows 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 fulfillment centers around the world enable us to quickly secure customer orders

against competitors who may not hold available inventory

of scale of a leading provider of MSS product allows us to offer competitive prices for our products

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

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.

of scale of a leading provider of MSS product allows us to offer competitive prices for our

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

opportunities.

diverse customer base with no single customer representing more than 3.0% of our annual gross sales revenue, and no single country

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federal procurement spending.

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

innovation - We will continue to launch our own innovative 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.

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

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

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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.

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

any contracts, or the inability to bid on future contracts.

We intend our Orbital Satcom subsidiary to become qualified as a government

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

Federal Communications Commission that regulate wireless communications.

As of December 31, 2022, we had 18 full-time employees

and 1 part-time employee.

and Availability of Components

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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.

A supplier failure could cause delays in product delivery if another supplier cannot be found promptly, 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

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have incurred significant net losses since our inception.

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

For the years

ended December 31, 2022, 2021, and 2020, we have incurred net losses of $9.2 million, $8.1 million, and $2.8 million, respectively.

of December 31, 2022, we had an accumulated deficit of approximately $31.1 million.

We expect to incur additional losses prior to recording

sufficient revenue from our operations as a result of the costs associated with expanding and seeking additional sources of revenue to

our current revenue base.

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