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): ~~August~~September 1413, 2024

Progressive Care Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-52684	32-0186005
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

400 Ansin Blvd., Suite A

Hallandale Beach, FL 33009

(Address of Principal Executive Offices) (Zip Code)

(305) 760-2053

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since 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:

☒☐ 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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of 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. ☒

Item 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

On ~~August~~September 1413, 2024, Progressive Care Inc. (the “Company”) ~~issued~~ held a ~~press~~Special ~~release~~Meeting ~~announcing~~of its ~~financial~~Stockholders ~~results for~~ (the ~~three~~“Special ~~months~~Meeting”). At ~~ended~~the ~~June~~Special 30Meeting, ~~2024.~~the Abusiness ~~copy~~combination pursuant ofto which the ~~press~~Company ~~release~~would isbecome ~~furnished~~a aswholly-owned ~~Exhibit~~subsidiary ~~99.1~~of toNextPlat ~~this~~Corp ~~Current~~(“NextPlat”), ~~Report~~was onapproved ~~Form~~by ~~8-K~~the ~~and~~requisite isvote ~~posted~~of on the Company’s ~~website~~stockholders. A playback of the Special Meeting can be found at https://www.virtualshareholdermeeting.com/RXMD2024SM.

The ~~information~~number ~~set~~of ~~forth~~shares ~~under~~of ~~this~~the ~~Item~~Company’s common ~~7.01,~~stock ~~including~~that ~~Exhibit~~voted ~~99.1,~~on isthe ~~being~~proposal ~~furnished~~presented ~~and~~at ~~shall~~the ~~not~~Special beMeeting ~~deemed~~was ~~“filed”~~4,127,990, ~~for~~and ~~purposes~~the ofnumber ~~Section 18~~ of ~~the~~shares ~~Securities Exchange Act~~ of ~~1934, as amended (~~the ~~“Exchange~~Company’s ~~Act”),~~Series orB ~~otherwise~~preferred ~~subject~~stock ~~to the liabilities of~~ that ~~section.~~voted ~~The~~on ~~information~~the ~~set~~proposal ~~forth~~was ~~under this Item 7.01~~3, ~~including Exhibit 99.1~~000, ~~shall~~together ~~not~~representing beapproximately ~~incorporated~~72.14% byof ~~reference~~voting ~~into~~power ~~any~~of ~~registration~~outstanding ~~statement~~shares orof ~~other~~common ~~document~~stock ~~pursuant~~and toSeries ~~the~~B ~~Securities~~preferred ~~Act~~stock as of ~~1933~~July 29, ~~as amended~~2024, or the ~~Exchange~~record ~~Act,~~date ~~unless~~for itthe isSpecial ~~specifically incorporated by reference therein~~Meeting.

The final voting results for the proposal submitted to a vote of the stockholders of the Company at the Special Meeting are set forth below. The proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 6, 2024.

Business Combination Proposal. The vote to consider and vote upon a proposal to approve and adopt the Merger Agreement and Plan of Reorganization, dated as of April 12, 2024, by and among NextPlat, Progressive Care LLC, a Nevada limited liability company and wholly-owned subsidiary of NextPlat, and the Company and the transactions contemplated thereby, was as follows:

Votes For		Votes Against		Abstentions
4,764,967		845,121		17,902

Item 8.01 Other Events.

On September 16, 2024, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		~~Earnings~~ Press Release, dated ~~August~~September 1416, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Progressive Care Inc.

	By	/s/ Charles M. Fernandez
	Name:	Charles M. Fernandez
	Title:	Chief Executive Officer

Date: ~~August~~ 14September 16, 2024

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