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Note 16 - Warrants

12 Months Ended

Dec. 31, 2025

Note 16. Warrants

Amendment to PIPE Warrants

On November 5, 2025, the Company entered into a Universal Amendment to PIPE Warrants (the “Amendment”) with holders of the Company’s Common Stock Purchase Warrants (the “Warrants”) representing greater than fifty percent of the outstanding Warrants (based on the number of underlying warrant shares). The Warrants were originally issued pursuant to a Securities Purchase Agreement dated December 8, 2022, and provided for an exercise period ending on December 14, 2025. Pursuant to the Amendment, the exercise period of each Warrant was extended by 24 months, such that the Warrants will now expire on December 14, 2027, instead of December 14, 2025. All other terms and conditions of the Warrants remain unchanged and in full force and effect.

The 4,575,429 Warrants were originally classified as equity instruments within stockholders’ equity. The Company modified 4,421,879 of the outstanding freestanding Warrants and determined the modification resulted in an incremental increase in fair value of approximately $1.2 million, calculated using the Black-Scholes model immediately before and after the modification. As the modification was considered an inducement to holders to retain their investment, the incremental value of approximately $1.2 million was recognized as an increase of additional paid-in capital and recorded as a deemed dividend, impacting net income attributable to common stockholders for the period. The modified warrants remain classified as equity instruments in stockholders’ equity.

Underwriter Warrants

In June 2021, the Company issued 144,000 warrants to Maxim Group LLC, the underwriter (the “Underwriter Warrants”) in connection with the June 2021 Public Offering ( “June Offering”). The Underwriter Warrants expire five years from the effective date of the June Offering and are exercisable at a per share price equal to $5.50 per share, or 110% of the public offering price per unit in the June Offering.

As of December 31, 2025 and 2024, there were 144,000 Underwriter Warrants issued and outstanding, respectively.

Progressive Care Merger Warrants

On October 1, 2024, as a result of the Progressive Care merger with NextPlat (the “Merger”), 650,515 warrants to purchase Progressive Care common stock were outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a warrant to purchase shares of NextPlat common stock with each such warrant having and being subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Progressive Care warrant immediately before the effective time.

Placement Agent Warrants

In December 2022, pursuant to the December 2021 Offering, the Company issued 549,051 warrants to purchase shares of Common Stock with an exercise price of $1.75 per share, to its Placement Agent Dawson James Securities Inc. The Placement Agent Warrants are exercisable at any time and from time to time during the three-year period commencing on the six-month anniversary of the closing date.

Additionally, as a result of the Progressive Care merger with NextPlat, 637,984 placement agent warrants to purchase Progressive Care common stock were outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a warrant to purchase shares of NextPlat common stock with each such warrant having and being subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to such Progressive Care warrant immediately before the effective time.

As of December 31, 2025 and 2024, there were 1,187,035 Placement Agent Warrants issued and outstanding, respectively.

Stock-Based Compensation Warrants

During the year ended December 31, 2025, the Company granted 50,000 warrants as stock-based compensations valued at approximately $0.88 per warrant, using a Black-Scholes option pricing model with the following assumptions: stock price of $0.88 per share (based on closing price of the Company’s common stock on the date of grant), volatility of 200%, expected term of seven years, and a risk free interest rate of 3.88%. There were no stock-based compensation warrants issued for the year ended December 31, 2024. As of December 31, 2025 and 2024, there were 70,000 and 20,000 Stock-Based Compensation Warrants issued and outstanding, respectively.

A summary of the status of the Company’s total outstanding warrants and changes during the year ended December 31, 2025 is as follows:

	*Number of Warrants*			*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Life (Years)*
Balance at January 1, 2024		7,569,572		$	2.85		2.15
Granted (1)		1,288,498			2.01		1.93
Exercised		(48,550	)		1.75		—
Balance outstanding and exercisable at December 31, 2024		8,809,520		$	2.73		1.26

Balance at January 1, 2025		8,809,520		$	2.73		1.26
Granted		50,000			0.88		6.86
Exercised		—			—		—
Balance outstanding and exercisable at December 31, 2025		8,859,520		$	2.89		1.34

(1) Warrants issued related to the Progressive Care Merger on October 1, 2024.

As of December 31, 2025, and December 31, 2024, there were 8,859,520 and 8,809,520 warrants outstanding, respectively.

As of December 31, 2024, the Company had registered warrants of 2,386,092 of the 8,809,520 warrants issued and outstanding.

As of December 31, 2025, the Company had registered warrants of 2,386,092 of the 8,859,520 warrants issued and outstanding.

The Company determined that the warrants do not meet the definition of liability under FASB ASC Topic 480 and therefore classified the warrants as equity instruments.