What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2023-03-31 compared with 2022-03-31 · 41 added, 37 removed, 5 unchanged (94% of the section changed)

1 unchanged sentence

June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause.

asserts that the termination was not for cause and that he is owed all compensation payable under his employment agreement executed in

asserts that the termination was not for cause and that he is owed compensation payable under his June 2, 2021 employment agreement.

The Company’s position is that Mr.

Seifert is not owed any additional consideration or compensation relating to his

prior service with the Company, or arising under any employment agreement.

Further, the Company asserts that Mr.

Seifert engaged in misconduct

during his tenure as the Company’s CFO.

Seifert’s employment as Chief Financial Officer has resulted in two lawsuits.

Company initiated litigation against Mr.

Seifert on June 28, 2021 in the Eleventh Judicial Circuit Court in and for Miami-Dade County.

The parties to the suit are NextPlat Corp.

and Thomas Seifert.

The matter was designated Case No.:

2021-15243 CA 01.

The Company’s

case against Mr.

Seifert was removed to the United States District Court for the Southern District of Florida, where it is

pending under Case No.:

1:21-cv-22436-DPG (the “NextPlat Action).

The Company seeks damages under several legal theories,

including breach of fiduciary duty, breach of an employment agreement, fraud in the inducement, fraudulent misrepresentation, and constructive

The Company does not expect to obtain substantial monetary relief in its litigation against Mr.

Seifert is not owed any additional compensation relating to his prior service with the Company

or arising under any employment agreement.

The Company and Mr.

Seifert are currently engaged in litigation over the matter of his employment

and termination.

The Company believes it has adequate defenses to Mr.

Seifert’s claims and has asserted affirmative claims for

relief against Mr.

Seifert including, but not limited to, breach of the employment agreement, breach of his fiduciary duties, fraud in

the inducement in connection with the employment agreement, fraudulent misrepresentation, and constructive fraud.

A detailed recitation

of the Company’s factual allegations supporting these claims can be found in the Company’s Second Amended Complaint, filed

June 21, 2022.

The Company does not expect to seek substantial monetary relief in the litigation.

This dispute is pending before the

District Court for the Southern District of Florida under Case No.

1:21-cv-22436-DPG.

July 5, 2022, Mr.

Seifert filed suit against the Company in the United States District Court for the Southern District of Florida.

parties to the suit are Thomas Seifert, NextPlat Corp.

and Charles Fernandez, NextPlat’s Chairman and Chief Executive Officer.

The matter is designated Case No.:

1:21-cv-22410-MGC (the “Seifert Action”).

Seifert seeks damages under several

legal theories, including breach of an employment agreement, retaliatory discharge, libel per se , and negligent misrepresentation.

The Company believes it has adequate defenses to defeat Mr.

Seifert’s claims.

February 17, 2022, the Seifert Action was transferred to United States Disctict Court Judge Darrin P.

Gayles, the presiding judge over

the NextPlat Action.

The Seifert Action was redesignated Case No.

21-cv-22410-GAYLES.

Both matters are in the discovery phase.

case has been set for trial.

Seifert moved to dismiss NextPlat’s Second Amended Complaint, and filed a Counterclaim against the Company and

its Chief Executive Officer, Charles M.

In his Counterclaim, Mr.

Seifert seeks legal remedies in connection with the Company’s

June 22, 2021, termination of his employment.

Seifert also claims Retaliatory Discharge under Florida’s Private Whistleblower

Act, Defamation, and Negligent Misrepresentation.

Company, joined by Mr.

Fernandez, moved to dismiss Mr.

Seifert’s Counterclaim on July 25, 2022.

Seifert filed a Response in

Opposition on August 8, 2022, and on August 15, 2022, the Company filed a Reply in Support of its Motion to Dismiss.

January 9, 2023, the United States Magistrate Judge entered a Report and Recommendation on the Parties Motions to Dismiss.

The Magistrate

granted in part and denied in part both Motions.

A Status Conference is scheduled for April 2023.

The court has not ruled on the report

and recommendation and has not entered an order on either parties’ motion to dismiss.

time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of

Other than the matter described above, the Company is not currently involved in any pending legal proceeding or litigation,

and to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which

any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s

business, financial condition and operating results.

Mine Safety Disclosures.

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 3. Legal Proceedings