{"url_path":"/sec/nxpl/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1058307/0001437749-26-023651-index.html","accession_number":"0001437749-26-023651","cik":"0001058307","ticker":"NXPL","issuer_name":"NextPlat Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1058307/0001437749-26-023651-index.html","primary_entity_key":"0001058307","primary_entity_name":"NextPlat Corp"},"word_count":362,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\nOn July 14, 2026, Progressive Care, LLC, an indirect subsidiary of NextPlat Corp (the “Company”), entered into a Membership Interest Purchase Agreement (the “Agreement”) with Ron G. Scott (the “Seller”) to acquire 100% of the membership interests in Scott’s Pharmacy, LLC, a community pharmacy in Molino, Florida (the “Target”).\n\n \n\nThe Company will acquire the Target for $1,500,000 in cash, subject to a post-signing inventory adjustment. $50,000 will be deposited in escrow as an initial payment, credited at closing. At closing, the Seller receives the balance (subject to inventory adjustment), and $50,000 is held back in escrow for indemnification. \n\n \n\nClosing is targeted by September 30, 2026, with a one-time extension to October 31, 2026, available upon notice and an additional $50,000 deposit. If closing does not occur by the deadline (as extended), either party may terminate, with the Seller retaining the deposit as liquidated damages if the Purchaser is at fault, or returning it if the Seller is at fault.\n\n \n\nThe Purchaser has a 30-day due diligence period to review the Target and may terminate only for material issues discovered or the Seller’s failure to provide required information. The Company must also negotiate a lease for the Target’s premises during this period; failure to do so allows termination without penalty.\n\n \n\nThe Purchase Agreement contains customary representations, warranties, and covenants regarding organization, capitalization, financials, taxes, employees, compliance, and operations. The Seller and the Target must operate in the ordinary course and cooperate on consents and approvals. The Company must pursue regulatory approvals and not delay closing.\n\n \n\nClosing conditions include accuracy of representations, performance of covenants, absence of prohibitions or material adverse effects, required consents, completion of due diligence, and lease arrangements. The Seller’s closing conditions include Purchaser’s performance and payment.\n\n \n\nThe Seller’s indemnification liability is capped at 10% of the Purchase Price (except for fraud), with $50,000 escrowed for 18 months post-closing. The Company also provides reciprocal indemnification. Survival periods for representations and covenants are customary.\n\n \n\nAt closing, the Seller will enter into a three-year Noncompetition Agreement covering Escambia County, Florida, and deliver customary documents. The Company will deliver the cash consideration and other closing deliverables."}