{"url_path":"/sec/nxpl/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 OTHER INFORMATION**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1058307/0001437749-26-017156-index.html","accession_number":"0001437749-26-017156","cik":"0001058307","ticker":"NXPL","issuer_name":"NextPlat Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1058307/0001437749-26-017156-index.html","primary_entity_key":"0001058307","primary_entity_name":"NextPlat Corp"},"word_count":1239,"has_tables":true,"body_markdown":"**ITEM 5. OTHER INFORMATION**\n\n \n\n*At-The-Market Offering Agreement*\n\n \n\nOn *May **13,* *2026,* the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”). Pursuant to the ATM Agreement, the Company *may,*from time to time during the term of the ATM Agreement, offer and sell, through or to the Manager, acting as the Company’s exclusive sales agent and/or as principal, shares of the Company’s common stock, par value *$0.0001* per share (the “Common Stock” and such shares, the “Shares”), having an aggregate amount up to the maximum number or dollar amount of shares of Common Stock (i) registered and available for offer and sale under the Company’s effective shelf registration statement on Form S-*3* (File *No.* *333*-*292211*) (the “Registration Statement”) and the related prospectus supplement, (ii) that are authorized but unissued (after giving effect to reserves for other outstanding securities), and (iii) that *may*be sold without causing the Company to fail to satisfy the applicable eligibility and transaction requirements for the use of Form S-*3* (such lesser amount, the “Maximum Amount”). \n\n \n\nSales of the Shares, if any, under the ATM Agreement will be made by methods deemed to be an “at the market offering” as defined in Rule *415* under the Securities Act of *1933,* as amended (the “Securities Act”), which *may*include sales made directly on the Nasdaq Capital Market (the “Trading Market”), on any other existing trading market for the Common Stock, through a market maker or, with the Company’s prior written consent and subject to applicable disclosure in the prospectus supplement, in privately negotiated transactions. The Company *may*also sell Shares to the Manager, acting as principal, pursuant to *one* or more terms agreements entered into from time to time under the ATM Agreement, which will set forth the specific terms of such principal transactions, including the number of Shares to be sold, the purchase price to the Manager and the time and place of delivery. \n\n \n\nUnder the ATM Agreement, the Company *may*deliver to the Manager, from time to time, a sales notice specifying, among other things, the number or dollar amount of Shares to be offered, the minimum price per Share, and any limitation on the number of Shares that *may*be sold on any trading day. Subject to the terms and conditions of the ATM Agreement, the Manager has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law to sell the Shares in accordance with the Company’s instructions. Either the Company or the Manager *may,*at any time and from time to time, upon notice to the other, suspend the offering of the Shares under the ATM Agreement, and the Company is *not* obligated to make any sales of Shares under the ATM Agreement.\n\n \n\n*34*\n\n[Table of Contents](#toc)\n\n \n\nThe compensation payable to the Manager for sales of Shares as sales agent under the ATM Agreement will be a placement fee equal to *3.0%* of the gross sales price per Share sold through the Manager (the “Broker Fee”). The Broker Fee does *not* apply to any Shares sold to the Manager as principal pursuant to a separate terms agreement, for which the Company and the Manager will separately agree on a discount or other compensation. The Company will receive the net proceeds from any sales of Shares under the ATM Agreement, after deducting the Broker Fee and any transaction fees or expenses imposed by any clearing firm, execution broker, governmental authority or self-regulatory organization. Settlement for sales of Shares will generally occur on the *first* Trading Day following each sale (or such shorter settlement cycle as *may*then be in effect under applicable rules), with the Company delivering the Shares electronically through The Depository Trust Company and the Manager delivering the related net proceeds to the Company. \n\n \n\nThe Shares to be offered and sold under the ATM Agreement, if any, will be issued pursuant to the Registration Statement, the base prospectus included therein (the “Base Prospectus”), and a prospectus supplement relating to the ATM Agreement (the “Prospectus Supplement”), which the Company is required to file with the Securities and Exchange Commission (the “SEC”) in accordance with Rule *424*(b) under the Securities Act. The Registration Statement, including the Base Prospectus and the Prospectus Supplement, permits the issuance and sale of the Shares as contemplated by the ATM Agreement. \n\n \n\nThe ATM Agreement contains customary representations, warranties and covenants of the Company, including, among other things, covenants relating to the filing and maintenance of the Registration Statement, the Base Prospectus and the Prospectus Supplement, the delivery of periodic bring-down opinions of counsel, comfort letters from the Company’s independent registered public accounting firm, and officers’ certificates, as well as the Company’s agreement to maintain its listing of the Common Stock on the Trading Market and to comply with applicable securities laws and regulations. The ATM Agreement also contains customary conditions to the Manager’s obligations, including the continued effectiveness of the Registration Statement, the absence of any stop order or suspension of qualification, and the absence of any material adverse change in the Company’s business or financial condition, as well as customary rights of termination by either party. In addition, the ATM Agreement includes customary indemnification and contribution provisions by the Company and the Manager for certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of *1934,* as amended. \n\n \n\nThe Company agreed to pay certain expenses in connection with the ATM Agreement, including, among others, (i) the fees and expenses of the Company’s counsel and independent accountants, (ii) the filing fee under FINRA Rule *5110,* (iii) the reasonable fees and expenses of the Manager’s counsel, *not* to exceed *$50.0* thousand (excluding periodic due diligence fees), payable upon execution of the ATM Agreement, and (iv) certain state securities law compliance expenses. \n\n \n\n*35*\n\n[Table of Contents](#toc)\n\n \n\nThe Company intends to use the net proceeds from any sales of the Shares under the ATM Agreement in the manner set forth in the Prospectus. \n\n \n\nThe Company is *not* obligated to make any sales under the ATM Agreement, and any sales will depend on market conditions and the Company’s capital needs. The offering will terminate upon the sale of shares in an aggregate amount specified in the ATM Agreement or sooner if terminated by either party.\n\n \n\nThe foregoing description of the ATM Agreement is *not* complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit *1.1* to this Quarterly Report on Form *10‑Q* and incorporated herein by reference.\n\n \n\nA copy of the opinion of ArentFox Schiff LLP relating to the legality of the Shares issuable under the ATM Agreement is filed as Exhibit *5.1* to this Quarterly Report on Form *10*-Q and is also incorporated by reference into the Registration Statement.\n\n \n\nThe above description does *not* constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.\n\n \n\n*Rule 10b5-1 Trading Arrangement*\n\n \n\nDuring the *three* months ended *March 31, 2026*, no director or officer of the Company adopted or terminated any “Rule *10b5*-*1* trading arrangement” or “non-Rule *10b5*-*1* trading arrangement,” as each term is defined in Item *408*(a) of Regulation S-K.\n\n \n\n*36*\n\n[Table of Contents](#toc)"}