Charles M. Fernandez - May 9, 2023 Form 4 Insider Report for Progressive Care Inc. (RXMD)

Signature
/s/ Charles M. Fernandez
Stock symbol
RXMD
Transactions as of
May 9, 2023
Transactions value $
$455,001,001,002
Form type
4
Date filed
6/30/2023, 05:34 PM
Previous filing
Apr 7, 2023
Next filing
Oct 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RXMD Common Stock Conversion of derivative security $502K +228K +303.2% $2.20 304K May 9, 2023 By eAperion Partners LLC F1, F7, F8
transaction RXMD Common Stock Purchase $1M +455K +149.91% $2.20 759K May 9, 2023 By NextPlat Corp F4, F6, F8
transaction RXMD Common Stock Conversion of derivative security $1.26M +571K +75.23% $2.20 1.33M May 9, 2023 By NextPlat Corp F1, F6, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RXMD Convertible Note Conversion of derivative security -$502K 0 May 9, 2023 Common Stock 228K $2.20 By eAperion Partners LLC F7
transaction RXMD Common Stock Warrant Purchase $0 +228K $0.00 228K May 9, 2023 Common Stock 228K $2.20 By eAperion Partners LLC F2, F7
transaction RXMD Common Stock Warrant Purchase $0 +190K $0.00 190K May 9, 2023 Common Stock 190K $2.20 By eAperion Partners LLC F3, F7
transaction RXMD Common Stock Warrant Purchase $455B +455K +239.47% $1,000,000.00* 645K May 9, 2023 Common Stock 455K $2.20 By NextPlat Corp F4, F6
transaction RXMD Convertible Note Conversion of derivative security -$1.26M 0 May 9, 2023 Common Stock 571K $2.20 By NextPlat Corp F1, F6
transaction RXMD Common Stock Warrant Purchase $0 +571K +250% $0.00 799K May 9, 2023 Common Stock 571K $2.20 By NextPlat Corp F2, F6
transaction RXMD Convertible Note Conversion of derivative security -$10M 0 Nov 16, 2022 Common Stock $10M $0.03 By NextPlat Corp F5, F6
transaction RXMD Convertible Note Conversion of derivative security $10M 0 Nov 16, 2022 Common Stock $10M $2.20 By NextPlat Corp F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 The Reporting Person is the sole member and managing member of eAperion Partners LLC.
F8 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.