Current Report Filing (8-k)
December 05 2022 - 7:01AM
Edgar (US Regulatory)
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2022-12-05
2022-12-05
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 5, 2022
NEXTPLAT
CORP
(Exact
Name of Registrant as Specified in its Charter)
nevada |
|
001-40447 |
|
65-0783722 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
3250
Mary St., Suite 410
Coconut
Grove, FL 33133
(Address
of principal executive offices and zip code)
(305)
560-5355
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed from last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)). |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol (s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 |
|
NXPL |
|
The
Nasdaq Stock Market Inc. |
Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As
previously disclosed in NextPlat Corp’s (the “Company”) Quarterly Report on Form 10-Q for the quarter ended September
30, 2022 filed with the Securities and Exchange Commission a Current Report on November 14, 2022, on November 2, 2022, the Company’s
Board of Directors unanimously elected Robert Bedwell as its Chief Compliance Officer and Cecile Munnik, CPA/CA, as its Chief
Financial Officer.
On
November 7, 2022, in connection with his election as Chief Compliance Officer, Mr. Bedwell entered into an Employment Agreement with
the Company pursuant to which Mr. Bedwell was granted an initial award of stock options for 50,000 shares of the Company’s
common stock (the “Bedwell Initial Option Grant”) as a material inducement for Mr. Bedwell to enter into his employment agreement.
On December 5, 2022, the Company entered into an Option Agreement with Mr. Bedwell setting forth the terms of the Bedwell Initial Option
Grant (the “Bedwell Option Agreement”). Pursuant to the Bedwell Option Agreement, Mr. Bedwell’s initial grant of options
will vest as follows: (1) options for 25,000 shares are vested on the grant date; (2) options for 10,000 additional shares
will become fully vested on the first anniversary of the grant date; and (3) options for an additional 15,000 shares will
become fully vested on the second anniversary of the grant date, in each case subject to Mr. Bedwell’s continued
employment with the Company. The Bedwell Initial Option Grant was issued outside of a shareholder approved stock or option plan pursuant
to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).
On
November 14, 2022, in connection with her appointment as Chief Financial Officer, Ms. Munnik entered into an Employment Agreement with
the Company pursuant to which Ms. Munnik was granted an initial award of stock options for 50,000 shares of the Company’s
common stock (the “Munnik Initial Option Grant”) as a material inducement for Ms. Munnik to enter into her employment agreement.
On December 5, 2022, the Company entered into an Option Agreement with Ms. Munnik setting forth the terms of the Munnik Initial Option
Grant (the “Munnik Option Agreement”). Pursuant to the Munnik Option Agreement, Ms. Munnik’s initial grant of options
will vest as follows: (1) options for 25,000 shares are fully vested on the grant date; (2) options for 10,000 additional
shares will become fully vested on the first anniversary of the commencement of her employment with the Company; and (3) options
for an additional 15,000 shares will become fully vested on the second anniversary of the grant date, in each case subject
to Ms. Munnik’s continued employment with the Company. The Munnik Initial Option Grant was issued outside of a shareholder approved
stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).
The
foregoing summaries of the Bedwell Option Agreement and Munnik Option Agreement do not purport to be complete and are subject to, and
qualified in their entirety, by reference to the Stock Option Agreements attached hereto as Exhibits 10.1 and 10.2, respectively, which
are incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
December 5, 2022, the Company issued a press release (the “Press Release”) reporting on the above described inducement grants
to Mr. Bedwell and Ms. Munnik pursuant to Nasdaq Listing Rule 5635(c)(4).
A
copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified
by the full text of the press release.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT
INDEX
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
NEXTPLAT
CORP. |
|
|
|
|
By: |
/s/
Charles M. Fernandez |
|
Name: |
Charles
M. Fernandez |
|
Title: |
Chairman
and Chief Executive Officer |
|
|
|
Dated:
December 5, 2022 |
|
|
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