Nextplat Corp

This management proposal asks shareholders to approve an amendment to the Company’s Articles of Incorporation authorizing the Board to effect one or more reverse stock splits of common stock at a ratio between 1-for-5 and 1-for-50 prior to March 27, 2028, with the exact ratio and timing to be selected by the Board (or its delegate) without further shareholder approval. Management is seeking this authorization primarily because NextPlat’s common stock has been trading below Nasdaq’s $1.00 minimum bid price for an extended period, creating a risk of delisting if compliance is not restored by the Nasdaq compliance deadline; a reverse split is a common, immediate tool to increase per-share trading price to regain compliance. The Board emphasizes preserving Nasdaq listing and S-3 shelf eligibility to maintain access to capital markets and financing flexibility, noting delisting would materially impair liquidity and financing options. The proposal preserves shareholder proportional ownership (except for fractional share treatment) and contemplates cash-in-lieu payments for fractional shares; it also contemplates proportional adjustments to outstanding warrants and equity awards under existing agreements. Key risks and trade-offs are acknowledged: a reverse split can prompt post-split selling that depresses price, reduce the number of round-lot holders (risking other Nasdaq listing rule non-compliance), create more odd-lot holders and potentially reduce liquidity or market capitalization, and may not achieve sustained price improvement. The Board retains discretion to abandon the split if it later determines it would not be in stockholders’ best interests, and to choose the particular ratio within a broad range to respond to market conditions, which provides operational flexibility but shifts material implementation decisions to management. The forensic implications for investors include potential taxable events for cash-in-lieu fractional payments and adjustments to equity compensation and warrants; investors should also weigh the likelihood that any short-term price increase may not be durable if not accompanied by improved business or financial performance. Overall, the Board recommends a vote FOR, arguing the expected benefits—maintaining Nasdaq listing, preserving financing pathways, and improving perceived marketability—outweigh the acknowledged risks and uncertainties.

This management proposal seeks authorization to adjourn the Special Meeting—if a quorum exists but there are insufficient votes to approve Proposal One—for up to 30 days to permit additional proxy solicitation. Management proposes this mechanism as a tactical measure to increase the likelihood of obtaining the votes necessary to approve the Reverse Stock Split, which it contends is critical to regain Nasdaq compliance and preserve financing options. The adjournment would be conditional and only put to a vote when the Company lacks sufficient votes at the Special Meeting; it requires a majority of votes cast by shares present or represented. Granting adjournment authority is a standard corporate governance tool that can materially affect shareholder outcomes because it gives management time to continue outreach, address shareholder concerns, and secure additional support, but it can also extend uncertainty and may impose additional solicitation costs. From a shareholder perspective, the proposal is neutral procedural relief: it does not change substantive rights but increases the Company’s ability to obtain approval for a materially consequential corporate action (the reverse split). The board unanimously recommends FOR, as the adjournment option increases the practical probability that if Proposal One initially fails, the Company can continue to seek authorization rather than immediately face Nasdaq delisting risks. Investors should consider that adjournment could enable management to marshal votes through further engagement and solicitation, and that any eventual approval achieved after adjournment would have the same substantive effects and risks described in Proposal One’s materials.