Filing Details

Accession Number:
0001493152-23-023195
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-06-30 17:34:34
Reporting Period:
2023-05-09
Accepted Time:
2023-06-30 17:34:34
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1402945 Progressive Care Inc. RXMD Retail-Drug Stores And Proprietary Stores (5912) 320186005
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1509529 M. Charles Fernandez C/O Nextplat Corp, 3250 Mary St.,
Suite 410
Coconut Grove FL 33133
Chairman And Ceo Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2023-05-09 228,240 $2.20 303,517 No 4 C Indirect By eAperion Partners LLC
Common Stock Acquisiton 2023-05-09 455,000 $2.20 758,517 No 4 P Indirect By NextPlat Corp
Common Stock Acquisiton 2023-05-09 570,599 $2.20 1,329,116 No 4 C Indirect By NextPlat Corp
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect By eAperion Partners LLC
No 4 P Indirect By NextPlat Corp
No 4 C Indirect By NextPlat Corp
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Convertible Note Disposition 2023-05-09 0 $0.00 228,240 $2.20
Common Stock Common Stock Warrant Acquisiton 2023-05-09 228,240 $0.00 228,240 $2.20
Common Stock Common Stock Warrant Acquisiton 2023-05-09 190,000 $0.00 190,000 $2.20
Common Stock Common Stock Warrant Acquisiton 2023-05-09 455,000 $1,000,000.00 455,000 $2.20
Common Stock Convertible Note Disposition 2023-05-09 0 $0.00 570,599 $2.20
Common Stock Common Stock Warrant Acquisiton 2023-05-09 570,599 $0.00 570,599 $2.20
Common Stock Convertible Note Disposition 2022-11-16 0 $0.00 0 $0.03
Common Stock Convertible Note Acquisiton 2022-11-16 0 $0.00 0 $2.20
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2022-09-08 2027-08-31 No 4 C Indirect
228,240 2023-05-09 2028-05-09 No 4 P Indirect
190,000 2023-05-09 2026-05-09 No 4 P Indirect
645,000 2026-05-09 No 4 P Indirect
0 2022-09-08 2027-08-31 No 4 C Indirect
798,839 2023-05-09 2028-05-09 No 4 P Indirect
0 2022-11-16 2025-11-16 No 4 C Indirect
0 2022-11-16 2025-11-16 No 4 C Indirect
Footnotes
  1. On May 9, 2023, the Reporting Person and NextPlat Corp entered into a Debt Conversion Agreement whereby Issuer issued 228,240 shares of the Issuer's common stock to eAperion Partners LLC, an entity wholly owned by the Reporting Person, and 570,599 shares of the Issuer's common stock to NextPlat Corp upon conversion of the Reporting Person's share of outstanding principal and accrued and unpaid interest of a Secured Promissory Note dated September 2, 2022, at a conversion price of $2.20 per share.
  2. Pursuant to the Debt Conversion Agreement dated May 9, 2023, Issuer agreed to issue one warrant for a number of shares equal to the number of conversion shares issued to the Reporting Person. The warrants have a five-year term, are immediately exercisable, and have an exercise price of $2.20.
  3. On May 9, 2023, the Reporting Person was issued warrants to purchase 190,000 shares of common stock of the Issuer as an inducement to approve the transaction contemplated by the Securities Purchase Agreement dated May 5, 2023. The warrants have a three-year term, are immediately exercisable, and have an exercise price of $2.20.
  4. On May 5, 2023, the Issuer entered into a Securities Purchase Agreement with NextPlat Corp, whereby NextPlat Corp. agreed to purchase 455,000 units of securities, consisting of one share of common stock and one warrant. Each warrant is exercisable at $2.20 per share. The warrants are immediately exercisable and have a term of three years.
  5. On May 9, 2023, NextPlat Corp entered into a First Amendment to the Securities Purchase Agreement dated November 16, 2022 (the "Debenture Purchase Agreement"), resulting in the cancellation of the "old" convertible note and the purchase of a replacement convertible note. Pursuant to the Amendment, NextPlat Corp agreed to amend the Debenture Purchase Agreement and the Form of Debenture to increase the conversion price to $2.20 per share. The debentures are convertible at any time, upon NextPlat Corp.'s election, to shares of the Issuer's common stock. No debentures have been purchased to date.
  6. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  7. The Reporting Person is the sole member and managing member of eAperion Partners LLC.
  8. Includes 18,261 shares of common stock directly held by the Reporting Person; 45,652 shares of common stock held indirectly by NextPlat Corp., of which the Reporting Person is the Chief Executive Officer; and 11,364 shares of common stock held indirectly by eAperion Partners LLC, of which the Reporting person is the sole member and managing member.