NXPL Nextplat Corp - 10-K

ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities. The risk factors in this section describe the material risks to our business, prospects, results of operations, financial condition or cash flows, and should be considered carefully. In addition, these factors constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995 and could cause our actual results to differ materially from those projected in any forward-looking statements (as defined in such act) made in this Annual Report on Form 10-K. Investors should not place undue reliance on any such forward-looking statements. Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “ will likely result, ” “ are expected to, ” “ will continue, ” “ is anticipated, ” “ estimated, ” “ intends, ” “ plans, ” “ believes ” and “ projects ” ) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Risks Related to Our Business Generally

We have incurred significant net losses, have accumulated deficit, and may require additional capital to continue operations and execute our business strategy.

We have incurred significant net losses since inception. For the years ended December 31, 2025, and 2024, we have incurred net losses of approximately $10.5 million, and $22.5 million, respectively, and as of December 31, 2025, we had an accumulated deficit of approximately $60.1 million. We expect to continue to incur operating losses as we invest in expanding our e-Commerce and healthcare operations, develop new platforms and services, and pursue potential acquisitions.

Our ability to achieve profitability depends on numerous factors, many of which are outside of our control, including growth in revenue, management of operating expenses, the stability of supply chains, reimbursement levels within our healthcare segment, competitive pressures, and overall economic conditions. If revenue growth does not occur at the pace we anticipate, or if our operating expenses increase more rapidly than expected, we may be unable to achieve or sustain profitability.

We may require additional capital to support our operations, fund working capital needs, make strategic acquisitions, expand our healthcare footprint, enhance our technology platforms, and service any indebtedness. We cannot assure you that additional financing will be available on favorable terms, or at all. If we raise funds through the issuance of equity securities, existing stockholders may experience significant dilution. If we incur additional indebtedness, such debt may contain restrictive covenants that limit our operational flexibility and could increase our exposure to interest rate risk.

If we are unable to obtain sufficient capital when needed, we may be required to delay, reduce, or eliminate certain business initiatives, scale back operations, sell assets, or seek protection under applicable bankruptcy laws. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations, and the value of our common stock. Even if we achieve profitability in future periods, we may not be able to sustain or increase profitability on a quarterly or annual basis, and our results from operations and cash flows may fluctuate significantly from period to period.

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Unfavorable global economic conditions, inflation, rising interest rates and financial market volatility could materially  adversely affect our business.

Our operations are sensitive to general economic conditions in the United States and globally. Economic downturns, recessions, government shutdowns, credit tightening, inflationary pressures, rising interest rates, supply chain constraints, and volatility in equity and foreign exchange markets could reduce consumer spending on discretionary products, increase our operating costs, impair access to capital, and negatively affect our results of operations and cash flows.

Inflation has increased our operating costs, including product sourcing, freight, fuel, labor and pharmaceutical acquisition costs. We may not be able to pass these increased costs through to customers or reimbursement sources in a timely manner, which may result in margin compression. Increases in benchmark interest rates may increase our cost of capital and reduce our ability to raise additional funds.

Geopolitical conflicts, including the Russia-Ukraine conflict and Middle East hostilities, may contribute to supply chain disruptions, fuel price volatility, currency fluctuations and broader economic uncertainty. The cumulative impact of these macroeconomic conditions could materially adversely affect our business, financial condition, results of operations, and cash flows.

Our business may be adversely affected by pandemics, public health crises, natural disasters, acts of war or other events beyond our control.

Public health crises, including pandemics, as well as natural disasters, severe weather events, terrorist acts, civil unrest and acts of war, could disrupt global supply chains, impair logistics providers, limit workforce availability, reduce consumer demand, restrict travel, and interrupt our operations or those of our suppliers and customers. Such events may also increase credit risk, cause financial market volatility, and impair access to capital. The occurrence of any of these events could materially adversely affect our business and financial condition.

We rely heavily on a single pharmaceutical wholesale distributor for substantially all of our pharmaceutical purchases.

Approximately 98% of our pharmaceutical purchases for the year ended December 31, 2025 were obtained from a single wholesale distributor. The loss of, or material change in, this relationship could result in drug shortages, higher acquisition costs, unfavorable credit terms, or operational disruptions.

Transitioning to alternative suppliers could require regulatory approvals, system integrations, renegotiation of contracts and DEA compliance measures and may not be completed on commercially reasonable terms or within acceptable timeframes. Any disruption in pharmaceutical supply could materially adversely affect our healthcare operations, profitability and cash flows.

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We may fail to maintain compliance with applicable continued listing standards of The Nasdaq Stock Market.

Our common stock is listed on The Nasdaq Stock Market and we must satisfy continued listing requirements, including minimum stock price, public float, stockholders’ equity and other corporate governance standards. If we fail to satisfy these requirements, Nasdaq may issue a deficiency notice and ultimately delist our securities. Any delisting could materially adversely affect the liquidity and market price of our common stock, reduce our ability to raise capital, limit institutional investor participation, and adversely affect our reputation. Even if we are able to regain compliance, the process may be costly and disruptive to management.

We have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain Nasdaq continued listing requirements and if we are unable to regain compliance with all applicable Nasdaq continued listing requirements and standards, our Common Stock could be delisted from Nasdaq.

Our Common Stock is listed on the Nasdaq Capital Market and to maintain our listing, we are required to satisfy continued listing requirements. There can be no assurance we will continue satisfying such continued listing requirements, which include among other requirements, that the closing bid price of our Common Stock be at least $1.00 per share (the “Minimum Bid Price Requirement”) and that that the market value of our publicly held shares of Common Stock be at least $1 million (the “Market Value Requirement”).

On April 28, 2025, we received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the previous 30 consecutive business days, the closing bid price for the Common Stock had been below the minimum $1.00 per share required for continued listing on the Nasdaq Capital Market under the Minimum Bid Price Requirement. The Staff provided the Company with an initial period of 180 calendar days, or until October 27, 2025, to regain compliance with the Minimum Bid Price Requirement.

On October 28, 2025, we received a letter from the Staff notifying us that the Company is eligible for a second 180-day period, or until April 27, 2026 (the “Second Grace Period”) to regain compliance with the Minimum Bid Price Requirement. According to the notification, the Staff’s determination was based on (i) the Company meeting the continued listing requirement for market value of its publicly held shares and all other Nasdaq initial listing standards, with the exception of the Minimum Bid Price Requirement, and (ii) the Company’s written notice to Nasdaq of its intention to cure the deficiency during the Second Grace Period by effecting a reverse stock split, if necessary.

To regain compliance with the Minimum Bid Price Requirement, the Company scheduled a special meeting of shareholders (the “Special Meeting”) that occurred on March 27, 2026. At the Special Meeting, the shareholders considered a proposal (the “Reverse Stock Split Proposal”) for the Company to implement one or more reverse stock splits in a range between 1-for-5 to 1-for-50 shares at the discretion of the Board of Directors (the “Reverse Stock Split”). The Reverse Stock Split Proposal, if passed, is intended to increase our stock price to an amount that we expect will allow our common stock to stay trading above the $1.00 minimum threshold in the long term. If the Reverse Stock Split is successful and if we can maintain a trading price above $1.00 for at least ten (10) consecutive trading days, then we expect to be able to regain compliance with the Minimum Bid Price requirement. Maintaining our Nasdaq listing as a publicly traded listed company has numerous benefits to the Company, including our ability to procure more financing for ongoing operations, our ability to further our business strategy and our ability to attract more investor and business partner interest, among others. On March 27, 2026, the shareholders voted to approve the Reverse Stock Split Proposal. Also, on March 27, 2026, the Board of Directors voted to approve a reverse stock split at a ratio of 1-to-10.

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There can be no assurance that the Company will be able to comply with all of the obligations placed on us by Nasdaq in order to regain compliance with such Nasdaq Capital Market continued listing standards, and, assuming that we are able to comply with such obligations, that we will be able to continue to comply with such Nasdaq Capital Market continued listing standards in the future, including the Minimum Bid Price Requirement and the Market Value Requirement. If we fail to regain compliance by the end of the Second Grace Period, we may not be successful in any appeal to Nasdaq to grant additional extensions, or in the event that we are successful, we may not be able to regain compliance by such additional extension date. In the event that we are not successful in such appeal or we are not able to regain compliance with such requirements by any applicable date, our Common Stock will be subject to delisting from Nasdaq. Additionally, assuming we are able to comply with all such obligations, but we fail to comply with all applicable Nasdaq listing requirements in the future, our Common Stock may be subject to delisting from Nasdaq.

In the event of such a delisting and that the Common Stock is not eligible for trading on another national securities exchange, trading of our Common Stock could be conducted in the over-the-counter market operated by the OTC Markets Group, Inc. (“OTC”). In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Common Stock, and it would likely be more difficult to obtain coverage by securities analysts and the news media, which could cause the price of our Common Stock to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange. Additionally, in the event of such delisting, we may be subject to penalties or defaults under certain of our material agreements, which could materially and adversely affect our business, operating results, cash flows, and financial condition.

The Reverse Stock Split may incentivize stockholders to sell their holdings of our common stock following the effectiveness of the Reverse Stock Split and depress the stock price, which could lead to our delisting from Nasdaq.

Similar with what has happened to our stock price in the past, if a significant number of shares of our common stock are sold into the market over a period of time, the increase in supply could lead to a depression of the stock price and it may be difficult to recover from such depression. Since our common stock has been trading at significantly lower prices than what we expect the stock price will be immediately following the effectiveness of the Reverse Stock Split, some stockholders may take the opportunity to sell some or all of their shares of common stock following the effectiveness of the Reverse Stock Split. If this happens, our stock price could decrease quickly from the opening trading market price on the day of effectiveness of the Reverse Stock Split. If we are not successful in mitigating the volatility to our stock price following that date and over time, then we may not recognize any of the intended benefits of completing the Reverse Stock Split. If the stock price dips below $1.00 again following the completion of the Reverse Stock Split at any point in the ten trading days following the effectiveness of the Reverse Stock Split, then we will be subject to delisting from Nasdaq. Even if we are able to maintain a stock price above $1.00 for ten (10) trading days following the effectiveness of the Reverse Stock Split (or some longer period as Nasdaq may designate at their discretion) or if the Company falls out of compliance with the Minimum Bid Price requirement ( i.e. , our stock price falls below $1.00 for a period of thirty (30) consecutive trading days) in the year following the effectiveness of the Reverse Stock Split, then we will be subject to immediate delisting from Nasdaq.

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If the results of the Reverse Stock Split are different than expected and we are delisted from Nasdaq, the delisting will have a significant adverse impact on our business, operations, cash flows, and financial condition.

While we expect the Reverse Stock Split to increase our stock price and allow us to regain compliance with the Minimum Bid Price Requirement and remain listed on Nasdaq, the effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies under similar circumstances have varied. It is not uncommon for the market capitalization of a company’s common stock to decline in the period following a reverse stock split. Factors unrelated to the number of shares of our common stock outstanding, such as negative financial results or negative developments regarding our product development program or the commercializing and scaling efforts of our products, could adversely affect the market price of our common stock and jeopardize our ability to regain compliance with the Minimum Bid Price requirement. If we cannot maintain our stock price above $1.00 for at least ten consecutive trading days prior to April 27, 2026, then we will be subject to delisting from Nasdaq. Even if the Reverse Stock Split is successful in increasing our stock price above $1.00, we may have challenges in maintaining compliance with other Nasdaq continued listing rules. For example, the Reverse Stock Split may result in a lesser number of round lot holders (holders of at least 100 shares), which could cause us to be noncompliant with a Nasdaq rule requiring that we have at least 300 round lot holders to maintain continued listing compliance. Once a company has been delisted, its stock can trade on OTC, but such companies will have significantly fewer opportunities to attract financing partners and less leverage to negotiate terms for such financing instruments and arrangements that are not overly burdensome or expensive to the company. If our stock trades on OTC, we will not be able to maintain S-3 shelf eligibility. Our S-3 shelf eligibility greatly increases our access to the capital markets and other financing opportunities. If we lose access to this source of capital raising and financing avenues, then we may not be able to source enough capital to finance our business plans and operations, which will materially adversely impact our business, operations, cash flows, and financial condition.

The Reverse Stock Split may not increase the price of our common stock over the long term .

As noted above, the purpose of the Reverse Stock Split is to help regain compliance with the Minimum Bid Price Requirement for continued listing on Nasdaq, as well as to increase the trading price of our common stock to enhance overall liquidity of the common stock by facilitating future financing and attracting new investors. However, the effect of the Reverse Stock Split on the market price of our common stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish these objectives for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of common stock will proportionally increase the market price of our common stock, we cannot assure you that the Reverse Stock Split will increase the market price of our common stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our common stock. The market price of our common stock may be affected by other factors which may be unrelated to the number of shares outstanding, including our business and financial performance, general market conditions, and prospects for future success. Once we have effected a Reverse Stock Split, we must ensure that our stock price trades above $1.00 in the long term. Under a Nasdaq rule that was amended in January 2025, if the Company falls out of compliance with the Minimum Bid Price Requirement (i.e., our stock price falls below $1.00 for a period of thirty (30) consecutive trading days) within one year of the completion of a Reverse Stock Split, then we will be immediately subject to delisting from Nasdaq and we will not be afforded another 180-day compliance period.

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The Reverse Stock Split may decrease the liquidity of our common stock .

The Board of Directors (“Board”) believes that the Reverse Stock Split may result in an increase in the market price of our common stock, which could lead to increased interest in our common stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split may also reduce the total number of outstanding shares of common stock, which may lead to reduced trading and a smaller number of market makers for our common stock, particularly if the price per share of our common stock does not increase as a result of the Reverse Stock Split.

The Reverse Stock Split may result in some stockholders owning  “ odd lots ”  that may be more difficult to sell or require greater transaction costs per share to sell.

If the Reverse Stock Split is implemented, it may increase the number of stockholders who own “odd lots” of less than 100 shares of common stock. A purchase or sale of less than 100 shares of common stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of common stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their common stock.

The Reverse Stock Split may lead to a decrease in our overall market capitalization .

The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our common stock does not increase in proportion to the Reverse Stock Split ratio, then the value of our Company, as measured by our market capitalization, may be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of common stock outstanding following the Reverse Stock Split.

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Our business requires significant working capital, and we are exposed to inventory and receivables risk.

Our e-Commerce and healthcare operations require significant working capital to purchase inventory, including satellite communication devices and pharmaceuticals. We may be required to make substantial upfront inventory purchases before corresponding revenues are realized. If we overestimate demand, experience obsolescence due to technological advances, encounter product recalls, or are unable to sell inventory at anticipated margins, we may be required to record inventory write-downs. In addition, delays in reimbursement from payors or payment disputes could increase accounts receivable balances and negatively impact cash flow. Any significant working capital shortfall, inventory impairment or receivable collection issue could materially adversely affect our financial condition, results of operations, and cash flows.

We may not have adequate insurance coverage to protect against all operational and product liability risks.

Our business includes the sale of communications equipment and the dispensing of pharmaceuticals. Product defects, equipment malfunctions, adverse health outcomes or misuse of products could result in claims for personal injury, property damage or other losses. Although we maintain insurance coverage, our policies may not be sufficient to cover all potential liabilities, and certain types of claims may be excluded. Any uninsured or underinsured claim, or a claim exceeding policy limits, could materially adversely affect our financial condition, results of operations, and cash flows.

Risks Related to Our e-Commerce Business

We depend significantly on Amazon marketplaces and fulfillment services, and adverse changes to our relationship with Amazon could materially harm our business.

Amazon marketplaces represented approximately 31% and 33% of our total e-Commerce revenue for the years ended December 31, 2025 and 2024, respectively. We expect Amazon to remain a significant distribution channel.

Amazon may suspend or terminate seller accounts, modify fee structures, alter search algorithms, impose additional compliance requirements, or withhold payments at its discretion. Any limitation, suspension, increased fees, or adverse algorithm changes could significantly reduce our revenues, profitability, and cash flows.

We also rely on Amazon’s fulfillment services to provide expedited shipping. Any disruption in these services or failure to meet Amazon’s performance metrics could negatively impact our marketplace visibility and customer satisfaction.

Amazon may withhold or delay payments to sellers in connection with performance investigations, chargebacks, customer claims or alleged policy violations. Because a significant portion of our revenue is generated through Amazon marketplaces, any extended payment hold or account suspension could materially impact our short-term liquidity. In addition, Amazon competes directly with third-party sellers by offering its own private label products and may use data derived from marketplace activity to inform competitive offerings.

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Our e-Commerce operations depend on global suppliers, manufacturers and logistics providers.

We rely on third-party manufacturers and suppliers for satellite phones, tracking devices, broadband terminals and other products. Certain products or components are sourced from limited suppliers. Disruptions due to production delays, financial distress, geopolitical events, tariffs, port congestion, customs delays or transportation interruptions could lead to inventory shortages and increased costs.

If we cannot obtain sufficient inventory at commercially reasonable prices or pass increased costs through to customers, our margins, results of operations, and cash flows could be materially adversely affected.

We operate in highly competitive markets and technological advances may render our products less competitive.

We face intense competition from established e-Commerce platforms, satellite communications providers, and emerging technologies such as Low Earth Orbit (“LEO”) satellite systems that may reduce demand for certain of our products.

Failure to innovate, adapt to new technologies, or effectively compete on price, service, or product offerings could materially adversely affect our business.

Risks Related to Healthcare and Regulation

Changes in reimbursement rates, healthcare regulations, or pharmacy benefit manager practices could materially adversely affect our healthcare segment.

Our healthcare operations are subject to complex federal and state regulations, including reimbursement from Medicare, Medicaid and PBMs. Changes in reimbursement methodologies, pricing pressure, generic drug deflation, clawbacks, DIR fees, or modifications to the 340B program could reduce margins.

In addition, failure to comply with healthcare laws and regulations could result in fines, penalties, exclusion from government programs, or suspension of operations.

We are subject to extensive and evolving domestic and international laws and regulations.

Our operations are subject to numerous laws relating to commerce, consumer protection, product safety, intellectual property, privacy, anti-corruption, trade compliance, export controls and taxation. Failure to comply could result in fines, penalties, litigation, reputational harm and operational disruption.

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Our healthcare operations are subject to audits, investigations and potential recoupment actions by government agencies and pharmacy benefit managers.

Our pharmacy operations are subject to audits and reviews by Medicare, Medicaid, PBMs, third-party payors, state boards of pharmacy, the DEA, and other federal and state agencies. These audits may result in payment recoupments, penalties, fines, exclusion from reimbursement programs, or other corrective actions.

PBMs may conduct routine or targeted audits and may assert overpayment claims, impose clawbacks, reduce reimbursement rates, or terminate network participation agreements. Government investigations or enforcement actions could result in civil or criminal penalties, suspension of operations, or reputational harm.

Any significant audit finding, reimbursement recoupment, network termination or regulatory action could materially adversely affect our healthcare segment and overall results of operations and cash flows.

Failure to comply with laws and regulations governing controlled substances could materially adversely affect our operations.

To the extent we dispense controlled substances, we are subject to federal and state laws administered by the DEA and other regulatory authorities. These laws impose strict recordkeeping, reporting, security and dispensing requirements. Violations, whether intentional or inadvertent, could result in civil penalties, loss of controlled substance registrations, fines, or criminal liability.

The loss or suspension of any required license or registration could materially impair our ability to operate our pharmacy business.

A significant portion of our pharmacy segment gross profit is derived from participation in the federal 340B Drug Pricing Program, and adverse changes to the program could materially adversely affect our profitability and cash flows .

A material portion of our pharmacy segment gross profit is derived from participation in the federal 340B Drug Pricing Program, including revenues generated through contract pharmacy arrangements. Prescriptions dispensed under the 340B program generally carry significantly higher margins than non-340B prescriptions. As a result, although 340B prescriptions may represent a smaller percentage of total prescription volume, they contribute a disproportionately significant portion of our pharmacy segment gross profit.

The 340B program has been subject to increased regulatory scrutiny, manufacturer restrictions on contract pharmacy arrangements, litigation, legislative proposals, and evolving guidance from the Health Resources and Services Administration (“HRSA”). Pharmaceutical manufacturers have imposed limitations on the distribution of 340B-priced drugs through contract pharmacies, and additional restrictions may be implemented in the future.

Federal or state regulatory changes, judicial decisions, or manufacturer policies that reduce 340B eligibility, limit contract pharmacy arrangements, alter reimbursement methodologies, or otherwise decrease the margin associated with 340B prescriptions could materially reduce our pharmacy segment profitability. In addition, noncompliance with 340B program requirements, whether intentional or inadvertent, could result in repayment obligations, civil monetary penalties, exclusion from the program, termination of covered entity relationships, or reputational harm.

Any material reduction in our ability to generate gross profit from 340B prescriptions could materially adversely affect our business, financial condition, results of operations, and cash flows.

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Risks Related to Data Security and Technology

Security breaches or failures in our information systems could materially harm our business.

We process and store sensitive customer, supplier and business information. Cyberattacks, data breaches, ransomware incidents, employee misconduct or system failures could result in data loss, regulatory penalties, litigation and reputational harm. Despite security measures, no system is immune from attack. A significant cybersecurity incident could materially adversely affect our operations and financial condition.

We may incur significant costs and liabilities in connection with data privacy and cybersecurity regulations.

We are subject to evolving data protection and privacy laws and regulations, including federal and state privacy laws, data breach notification requirements and healthcare privacy regulations such as HIPAA, to the extent applicable. A data breach or failure to comply with applicable privacy laws could result in regulatory investigations, fines, penalties, litigation, mandatory notification costs, credit monitoring expenses, and reputational harm. Compliance with evolving cybersecurity and privacy regulations may require substantial investment in administrative, technical and physical safeguards. Any failure to comply with these requirements could materially adversely affect our business and financial condition.

Risks Related to Acquisitions and Growth

Our growth strategy involves acquisitions and strategic investments that may not achieve expected benefits.

We may pursue acquisitions, investments and joint ventures. These transactions involve integration risks, potential hidden liabilities, management distraction, regulatory approvals and financial exposure. Failure to successfully integrate acquired businesses could materially adversely affect our results of operations and cash flows.

Risks Related to International Operations and China

Our operations in China expose us to political, economic and regulatory risks.

We market products in China and may expand operations there. The regulatory environment in the PRC is evolving and subject to significant government discretion. Changes in trade policy, tariffs, foreign exchange controls, licensing requirements, data security laws or geopolitical tensions between the United States and China could increase costs, restrict operations or reduce demand for our products.

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Retaliatory tariffs imposed by China in response to tariffs enacted by the United States expose us to significant trade-policy risk. Elevated tariff rates and other non-tariff barriers imposed on U.S.-origin goods may adversely affect the competitiveness of certain of our products in the Chinese market. Chinese authorities possess broad discretion to modify tariff rates or impose additional trade restrictions with limited advance notice and may target specific U.S. industries or product categories in response to geopolitical developments.

In response to the current tariff environment, we have paused certain initiatives within our e-Commerce development program that were intended to expand U.S.-origin product sales into China, including the introduction of certain products under our Florida Sunshine brand. For the year ended December 31, 2025, our revenue in China represented less than 1% of our consolidated revenues and did not have a material impact on our results of operations. If elevated tariffs persist, expand, or are reinstated following any temporary easing, our ability to profitably sell certain U.S.-origin products in China could be materially adversely affected. While we continue to sell certain non-U.S.-origin products in China that are not currently subject to additional tariffs, future changes in trade policy could alter the tariff treatment of those products as well.

We cannot predict whether the current trade environment will persist or whether new quotas, duties, tariffs, exchange controls, sanctions, or other restrictions will be imposed by either government. Any such actions could materially adversely affect our business, financial condition, results of operations and cash flows.

Risks Related to Corporate Governance and Public Company Status

Being a public company increases our costs and administrative burdens.

We incur substantial legal, accounting and compliance costs as a public company, including Sarbanes-Oxley compliance. Failure to maintain effective internal controls could impair investor confidence and adversely affect our stock price.

Concentration of ownership may limit other stockholders ’ ability to influence corporate matters.

Our principal stockholders, executive officers and directors collectively own a significant percentage of our outstanding shares, which may allow them to influence corporate actions, including election of directors and approval of major transactions.

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including those relating to our liquidity, our expectations regarding the sufficiency of our cash and borrowing capacity to meet our working capital needs for the next 12 months, our expectations regarding acquisitions and new lines of business, gross profit, gross margins and capital expenditures. Additionally, words such as “expects,” “anticipates,” “intends,” “believes,” “will,” “would,” “plan,” “vision” and similar words are used to identify forward-looking statements.

Some or all the results anticipated by these forward-looking statements may not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the Risk Factors which appear in our filings and reports made with the Securities and Exchange Commission (the “SEC”), our lack of working capital, the value of our securities, the impact of competition, the continuation or worsening of current economic conditions, technology and technological changes, a potential decrease in consumer spending and the condition of the domestic and global credit and capital markets. Additionally, these forward-looking statements are presented as of the date this Form 10-K is filed with the SEC. We do not intend to update any of these forward-looking statements.

This discussion should be read in conjunction with the other sections of this Report, including “ Risk Factors, ” “ Description of Business ” and the Financial Statements attached hereto pursuant and the related exhibits. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Annual Report on Form 10-K. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Executive Overview

NextPlat Corp operates through two primary business segments: e-Commerce Operations and Healthcare Operations. Our strategy is focused on expanding global e-Commerce distribution of satellite communication products and services while continuing to grow our healthcare platform through pharmacy services and healthcare data analytics solutions.

Our e-Commerce Operations segment distributes satellite communications equipment, connectivity solutions, and related services through proprietary websites and third-party marketplaces. These products enable voice, data, tracking, and emergency communications in remote environments where traditional terrestrial communications infrastructure may be unavailable or unreliable. We generate revenue primarily from the sale of satellite communication devices and related equipment, as well as recurring revenue from satellite airtime and connectivity service plans.

Our Healthcare Operations segment operates through Progressive Care LLC and its pharmacy and healthcare technology subsidiaries. This segment provides prescription pharmaceuticals, medication therapy management services, long-term care pharmacy support, and healthcare analytics solutions. The segment also participates in the federal 340B Drug Pricing Program through contract pharmacy arrangements, which contributes meaningfully to pharmacy segment margins.

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2025 Operating Environment

During 2025, we continued to expand our global e-commerce distribution capabilities and healthcare services platform. Our operations were influenced by several factors, including evolving global supply chain conditions, inflationary pressures affecting product sourcing and logistics costs, and ongoing regulatory developments affecting healthcare reimbursement and pharmaceutical pricing.

In our e-Commerce segment, growth continues to be driven by increasing demand for satellite communications solutions among commercial enterprises, government organizations, and individual users operating in remote or infrastructure-limited environments. The expansion of global e-Commerce marketplaces has allowed us to broaden our international customer base while increasing the availability of our products across multiple geographic markets.

In our healthcare segment, pharmacy operations continue to focus on improving medication adherence among patients with chronic conditions, expanding long-term care pharmacy services, and increasing utilization of healthcare analytics and data management solutions provided through our ClearMetrX platform.

Results of Operations

During 2025, we continued to execute on our strategy of expanding our global e-Commerce distribution platform while maintaining our healthcare services operations. Our results for the year reflect modest growth in our e-Commerce segment and significant improvement in our overall net loss, despite lower revenues in our healthcare segment.

For the year ended December 31, 2025, we generated net revenues of approximately $54.3 million, compared with $66.1 million for year ended December 31, 2024, representing a decrease of approximately $11.8 million, or 18%, year over year. The decline in revenue was primarily attributable to a reduction of approximately $12.6 million in Healthcare Operations, largely reflecting lower pharmacy 340B contract revenue and reduced pharmacy prescription revenues during the year. These decreases were partially offset by continued growth in our e-Commerce Operations segment, where revenues increased by approximately $0.8 million, reflecting ongoing demand for satellite communications products and related connectivity services across our global e-commerce platforms.

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Gross margins were approximately 20% for the year ended December 31, 2025, compared with 26% in 2024. The decrease in gross margin primarily reflects lower 340B contract revenues within the healthcare segment as well as higher airtime service costs in the e-Commerce segment following the expiration of a service provider airtime contract at the end of 2024.

Despite the decline in overall net revenues and gross margins, our operating performance improved significantly during 2025. Loss before other income decreased by approximately $14.0 million compared with the prior year, primarily due to the absence of significant non-recurring impairment charges that were recognized during 2024. As a result, net loss declined substantially year-over-year, reflecting improved operating efficiency and the non-recurrence of these impairment-related charges.

Liquidity, Capital Resources, and Strategic Focus

Our operations require significant working capital to support inventory purchases, pharmaceutical procurement, and the continued development of our technology platforms. While we have historically funded operations through a combination of available cash and equity issuances, we may require additional capital to support future growth initiatives, including potential acquisitions and expansion of our healthcare and e-commerce operations. Management continues to evaluate strategic alternatives and operational initiatives intended to strengthen our liquidity position and support long-term growth. Our strategy is focused on expanding our global e-Commerce distribution of satellite communications products and services while continuing to grow our healthcare platform through pharmacy services and healthcare analytics capabilities. We intend to pursue growth through a combination of organic expansion and selective acquisitions that complement our existing operations and enhance our technology-enabled service offerings.

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Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, estimated asset lives, impairments and bad debts. These estimates and assumptions are affected by management’s applications of accounting policies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, grouped by our activities, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For additional information, see Item 8 of Part II, “Financial Statements and Supplementary Data – Note 3 – Summary of Significant Accounting Policies.”

Revenue Recognition and Unearned Revenue

e-Commerce Operations:

The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid before the goods are shipped are recorded as contract liabilities and once shipped and delivered is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred.

The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition.

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

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Healthcare Operations:

We recognize product revenue from prescriptions dispensed to patients (customers) at the time the drugs are physically delivered to a customer or when a customer picks up their prescription, which is the point in time when control transfers to the customer. 340B dispensing fees are a component of 340B contract revenue, which are recognized at the time the drugs are received by the patient, by either delivery or customer pick up. Payments are received directly from the customer at the point of sale, or the customers’ insurance provider is billed electronically. For third-party medical insurance and other claims, authorization is obtained to ensure payment from the customer’s insurance provider before the medication is dispensed to the customer. Authorization is obtained electronically and a corresponding authorization number is issued by the customer’s insurance provider.

We record unearned revenue for prescriptions that are filled but not yet delivered at period-end. Billings for most prescription orders are with third-party payers, including Medicare, Medicaid, and insurance carriers. Customer returns are nominal.

We recognize revenue from TPA services as we satisfy the services under the TPA contract with a 340B covered entity. TPA services provided to covered entities include consulting services, accounting and reconciliation of contract pharmacy billings, and various compliance services.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of the fair value using the option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.

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Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of over the value assigned to net tangible and identifiable intangible assets. We perform the required annual impairment tests of goodwill at the end of each fiscal year on our reporting unit. To determine the fair value of the reporting unit, we use a discounted cash flow model with market-based support as our valuation technique to measure the fair value for our reporting unit. The discounted cash flow model uses five-to-ten-year forecasted cash flows plus a terminal value based on a multiple of earnings or by capitalizing the last period’s cash flows using a perpetual growth rate. Our significant assumptions in the discounted cash flow models include, but are not limited to: the weighted average cost of capital (“WACC”), revenue growth rates, including perpetual revenue growth rates, and operating margin percentages of the reporting unit’s business. We consider the current market conditions when determining assumptions. The total forecasted cash flows are discounted based on ranges included in assumptions regarding our WACC. Lastly, we reconcile the aggregate fair values of our reporting units to our market capitalization, which include a reasonable control premium based on market conditions. The use of estimates and the development of assumptions results in uncertainties around forecasted cash flows.

A change in any of these estimates and assumptions used in the annual test, a degradation in the overall markets served by these reporting units, among other factors, could have a negative material impact to the fair value of the reporting units and could result in a future impairment charge. There can be no assurance that our future goodwill impairment testing will not result in a charge to earnings. This impairment charge could have a negative material impact on our results of operations.

Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach, and/or cost approach are used to measure fair value. Goodwill and other indefinite-lived intangible assets are assessed annually for impairment in the fourth fiscal quarter and in interim periods if events or changes in circumstances indicate that the assets may be impaired.

Use of Estimates

In preparing the Consolidated Financial Statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, assumptions used to calculate stock-based compensation, fair value of net assets acquired in business combinations, common stock warrants and options issued for services, net realizable value of accounts receivables and other receivables, the useful lives of property and equipment and intangible assets, assumptions used in determining the potential impairment of long-lived assets, including intangible assets and goodwill, the estimate of the fair value of the lease liability and related right of use assets, inventory reserve estimates, and the estimates of the valuation allowance on deferred tax assets and corporate income taxes.

Effect of Exchange Rate on Results

The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTC, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

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Results of Operations

Years Ended December 31,

$ Change

% Change

Revenue, net

Cost of revenue

Gross profit

Operating expenses

Loss before other income

Other expense (income)

Loss before income taxes

Income taxes

Net loss

Deemed dividend

Net loss attributable to non-controlling interest

Net loss attributable to common stockholders

For the years ended December 31, 2025 and 2024, we recognized overall net revenue from operations of approximately $54.3 million and $66.1 million, an overall decrease of approximately $11.8 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024, respectively. The decrease in revenue was primarily attributable to a decrease of approximately $12.6 million from Healthcare Operations, which was partially offset by an increase of approximately $0.8 million as from e-Commerce Operations.

Gross margins for the years ended December 31, 2025 and 2024 were approximately 20% and 26%, respectively. The decrease in gross margin was attributable to the overall decline in gross profit in both operating segments. The gross margin for Healthcare Operations decreased during 2025 to approximately 19% from 26% when compared to 2024 and was primarily attributable to the decrease in pharmacy 340B contract revenue. The gross margin for e-Commerce Operations decreased during 2025 to approximately 23% from 25% when compared to 2024 due to a service provider airtime contract that expired on December 31, 2024, which introduced new airtime costs beginning January 1, 2025, and temporary rate reductions for some customers affected by ongoing service interruptions.

Our loss before other income decreased by approximately $14.0 million for the year ended December 31, 2025, when compared to the year ended December 31, 2024, primarily as a result of the decrease in non-recurring impairment losses of approximately $13.7 million for the year ended December 31, 2024.

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Revenue, net

Our net revenues were as follows (in thousands):

Years Ended December 31,

Dollars

% of Revenue

Dollars

% of Revenue

$ Change

% Change

e-Commerce revenue

Pharmacy prescription and other revenue, net of PBM fees

Pharmacy 340B contract revenue

Revenues, net

Our net revenues consist of e-Commerce sales of satellite phones, tracking devices, accessories, and airtime plans; pharmacy prescription revenues; and pharmacy 340B contract revenues. For the year ended December 31, 2025, overall revenues were approximately $54.3 million compared to $66.1 million for the year ended December 31, 2024, a decrease of approximately $11.8 million or 17.8%.

Total e-Commerce revenues were approximately $14.6 million and $13.8 million for the years ended December 31, 2025 and 2024, respectively, an increase of approximately $0.8 million primarily due to an increase in airtime and hardware sales of approximately $0.4 million and a favorable foreign currency impact of approximately $0.4 million.

Total pharmacy prescription and other revenue, net of PBM fees, were approximately $35.7 million and $41.9 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $6.2 million. The decrease was attributable to the decrease in the number of total prescriptions filled of approximately $11.3 million, which was offset by the increase in reimbursement rates per prescription filled of approximately $5.1 million. During the year ended December 31, 2025, we filled approximately 374,000 prescriptions versus 473,000 in the prior year period. The decline in prescription volume during the current year period was influenced in part by the continued changes in provider relationships and shifts in patient flow due to insurance network adjustments or provider decisions to align with different pharmacy partners.

Pharmacy 340B contract revenue was approximately $4.0 million and $10.4 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $6.4 million, due to certain relationships transitioning to other pharmacy partners, some covered entities opened in-house pharmacies, and another covered entity no longer participates in the 340B program.

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Operating Expenses

Our operating expenses were as follows (in thousands):

Years Ended December 31,

$ Change

% Change

Selling, general and administrative

Salaries, wages and payroll taxes

Impairment loss

Professional fees

Depreciation and amortization

Intangible asset amortization

Loss on settlement of litigation

Total operating expenses

Total operating expenses for the year ended December 31, 2025 were approximately $19.9 million, a decrease of approximately $20.1 million or 50.3% from total operating expenses for the year ended December 31, 2024, of approximately $40.0 million. Factors contributing to the decrease are described below.

Selling, general and administrative expenses remained relatively consistent at approximately $6.0 million and $6.2 million for the year ended December 31, 2025 and 2024, respectively. The $0.2 million decrease was primarily due to a decrease in computer equipment purchases.

Salaries, wages and payroll taxes were approximately $10.7 million and $13.3 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $2.6 million or 19.5%. The decrease was attributable to the decrease of stock-based compensation for non-recurring grants fully vested of approximately $1.1 million, a decrease in executive compensation of approximately $0.4 million, and a decrease of approximately $1.1 million resulting from a reduction in total headcount.

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No impairment loss was recognized during the year ended December 31, 2025. Impairment loss for the year ended December 31, 2024 of approximately $13.7 million was related to a goodwill impairment of approximately $0.7 million, long-lived assets, primarily intangible assets, impairment of approximately $12.8 million, and the write-down of a right-of-use asset as a result of taking the leased equipment out of service and not returning to service in the future of approximately $0.1 million.

Professional fees include expenses for legal fees, accounting services fees, consulting fees, and public company expenses. Professional fees were approximately $2.3 million and $4.4 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $2.1 million or 48.6%. The decrease was mainly attributable to the decrease in accounting services fees of approximately $0.2 million, a decrease in director fees of approximately $0.2 million, and a decrease in legal and consulting fees of approximately $1.7 million.

Depreciation and amortization was approximately $0.5 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively.

Intangible asset amortization was approximately $0.1 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively, a decrease of approximately $1.6 million or 94.0%. The decrease was attributable to the decrease in the carrying amount of intangible assets when compared to the prior year period. Intangible assets related to our Healthcare Operations were fully impaired throughout the year ending December 31, 2024. Intangible assets, net as of December 31, 2025 were related to our e-Commerce Operations due to the Outfitter acquisition in April 2024.

Loss on settlement of litigation was approximately $0.3 million for the year ended December 31, 2025 - for further information regarding litigations see “Note 20. Commitments and Contingencies” included in the Notes to Consolidated Financial Statements.

Total Other (Expense) Income

Our total other (expense) income changed by approximately $2.0 million for the year ended December 31, 2025 when compared to the same period in 2024. The change was primarily due to a loss on sale or disposal of property and equipment recognized in the amount of approximately $0.2, compared to a gain on sale or disposal of property and equipment in the amount of approximately $0.1 million in the prior year period; a decrease in interest earned of approximately $0.4 million due to the decrease in cash on hand; a contingent loss on settlement of litigation of approximately $1.8 million; an asset write-off of approximately $0.1 million in the prior year period; and a favorable change in foreign currency rates of approximately $0.3 million.

Net Loss

We recorded net losses of approximately $10.5 million and $22.5 million for the years ended December 31, 2025 and 2024, respectively. The change in the net loss was a result of the factors described above.

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Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. As of December 31, 2025, we had a cash balance of approximately $13.7 million. Our working capital was approximately $15.0 million at December 31, 2025. Our principal uses of cash include (i) purchases of pharmaceutical inventory and e-Commerce product inventory, (ii) operating expenses, including payroll, professional services, and public company expenses, (iii) technology development and platform investments, and (iv) potential acquisitions and strategic investments. We continue to closely monitor our cash position and operating expenditures. In response to recent trends and in alignment with our long-term strategic goals, we continue to implement a series of cost reduction measures aimed at improving operational efficiency and preserving liquidity. These measures include optimizing our delivery process and renegotiating certain vendor agreements. While we remain committed to investing in key growth initiatives, we are prioritizing financial discipline to ensure we maintain adequate liquidity to support ongoing operations and strategic objectives. In addition, management is exploring various options with respect to strategic alternatives to diversify our business operations, including opportunities in additional services, joint ventures, and other collaborative structures.

As of the date of filing this Annual Report on Form 10-K, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.

Our long-term cash requirements (beyond the next 12 months from filing this Annual Report on Form 10-K) include lease obligations, note payable obligations, and potential capital investments in technology development and strategic acquisitions. We anticipate funding these long-term requirements through cash generated from operations, available cash on hand, and, if necessary, proceeds from future equity or debt financings. We do not have any material commitments for capital expenditures as of December 31, 2025.

The following table summarizes our cash flows (in thousands):

Years Ended December 31,

Net change in cash from:

Operating activities

Investing activities

Financing activities

Effect of exchange rate on cash

Change in cash

Cash at end of year

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Cash Flow from Operating Activities

Net cash used in operating activities totaled approximately $6.1 million and $5.5 million for the years ended December 31, 2025 and 2024, respectively, and changed by approximately $0.7 million period-over-period. The unfavorable change of approximately $0.7 million was primarily attributable to the following:

an increase in cash received from e-Commerce Operations of approximately $5.3 million due to year-over-year revenue increase;

a decrease in cash received from Healthcare Operations of approximately $17.6 million due to year-over-year revenue decrease;

a decrease in cash received from interest income and other sources of approximately $0.4 million;

a decrease in cash paid for inventory purchases and other costs of revenue of approximately $1.8 million;

a decrease in cash paid for salaries and related expenses of approximately $1.1 million due to the decrease in executive compensation and decreased headcount;

a decrease in cash paid for other recurring operating expenses of approximately $6.5 million due to the timing of payables and decreases in general legal and consulting fees; and

a decrease in cash paid for other non-recurring expenses of approximately $2.6 million due to litigation matters and merger costs in the prior year period.

Cash Flow from Investing Activities

Net cash provided by investing activities for the year ended December 31, 2025 was approximately $0.2 million, and was attributable to sales of vehicles for our Healthcare Operations delivery fleet. Net cash used in investing activities for the year ended December 31, 2024 was approximately $1.0 million, primarily attributable to the acquisition of Outfitter.

Cash Flow Financing Activities

Net cash used in financing activities was approximately $0.2 million for the year ended December 31, 2025, primarily attributable to the repayment of notes payable and repurchases of common shares. Net cash provided by financing activities was approximately $0.1 million for the year ended December 31, 2024, primarily attributable to the repayment of notes payable, offset by capital contributions received.

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Share Repurchase Program

On December 16, 2024, our Board of Directors authorized a $2.0 million share repurchase program valid for one year. We may repurchase shares from time to time under the program through various methods, including in open market transactions, block trades, privately negotiated transactions, and otherwise. The timing, as well as the number and value of shares repurchased under the program, will depend on a variety of factors. We are not obligated to purchase any shares under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. During the year ended December 31, 2025, we repurchased approximately $0.1 million of common stock and had approximately $1.9 million remaining under the share repurchase program as of that date. The repurchased shares are held as treasury stock. The authorized share repurchase program expired on December 16, 2025 and has not been extended as of the date of filing this Annual Report on Form 10-K.

Off-balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.