NextPlat (NXPL) FY2025 10-K Risk Factors: 30 New, 113 Dropped

What the changes say

NextPlat faces significant ongoing net losses and reliance on a single pharmaceutical supplier for 98% of purchases.
The company struggles with Nasdaq listing compliance, prompting plans for a reverse stock split.
Macroeconomic pressures and inflation continue to threaten profit margins and operating costs.

What changed since the prior 10-K

New

NewRisks 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 incurred net losses of $10.5 million in 2025 and $22.5 million in 2024, leading to an accumulated deficit of $60.1 million.
NewRisks Related to Our Business Generally
Unfavorable global economic conditions, inflation, rising interest rates and financial market volatility could materially adversely affect our business
Global economic instability, inflation, and rising interest rates have increased our operating, product sourcing, and labor costs.
NewRisks Related to Our Business Generally
Our business may be adversely affected by pandemics, public health crises, natural disasters, acts of war or other events beyond our control
External crises like pandemics and wars could disrupt our operations and supply chains.
NewRisks Related to Our Business Generally
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
We obtained approximately 98% of our pharmaceutical purchases from a single wholesale distributor in 2025, creating severe supply disruption risks.
NewRisks Related to Our Business Generally
We may fail to maintain compliance with applicable continued listing standards of The Nasdaq Stock Market
We risk being delisted from The Nasdaq Stock Market if we fail to maintain continued listing standards.
NewRisks Related to Our Business Generally
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
Nasdaq notified us that our closing bid price fell below the $1.00 minimum requirement, giving us until October 27, 2025, to regain compliance.
NewRisks Related to Our Business Generally
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
A reverse stock split may incentivize stockholders to sell shares, depressing our stock price and risking delisting.
NewRisks Related to Our Business Generally
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
If our reverse stock split fails to maintain our stock price above $1.00 for ten consecutive trading days by April 27, 2026, we face delisting.
NewRisks Related to Our Business Generally
The Reverse Stock Split may not increase the price of our common stock over the long term
The reverse stock split may fail to increase our common stock price over the long term.
NewRisks Related to Our Business Generally
The Reverse Stock Split may decrease the liquidity of our common stock
The reverse stock split could reduce our total outstanding shares and lead to decreased trading liquidity.
NewRisks Related to Our Business Generally
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
The reverse stock split may create odd lots of less than 100 shares, resulting in higher transaction costs for some stockholders.
NewRisks Related to Our Business Generally
The Reverse Stock Split may lead to a decrease in our overall market capitalization
Negative market perception of the reverse stock split could decrease our overall market capitalization.
NewRisks Related to Our Business Generally
Our business requires significant working capital, and we are exposed to inventory and receivables risk
NewRisks Related to Our Business Generally
We may not have adequate insurance coverage to protect against all operational and product liability risks
NewRisks 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
NewRisks Related to Our e-Commerce 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
NewRisks Related to Our e-Commerce Business
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
NewRisks Related to Our e-Commerce Business
Our e-Commerce operations depend on global suppliers, manufacturers and logistics providers
NewRisks Related to Our e-Commerce Business
We operate in highly competitive markets and technological advances may render our products less competitive
NewRisks Related to Healthcare and Regulation
Changes in reimbursement rates, healthcare regulations, or pharmacy benefit manager practices could materially adversely affect our healthcare segment
NewRisks Related to Healthcare and Regulation
We are subject to extensive and evolving domestic and international laws and regulations
NewRisks Related to Healthcare and Regulation
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
NewRisks Related to Healthcare and Regulation
Failure to comply with laws and regulations governing controlled substances could materially adversely affect our operations
NewRisks Related to Healthcare and Regulation
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
NewRisks Related to Data Security and Technology
Security breaches or failures in our information systems could materially harm our business
NewRisks Related to Data Security and Technology
We may incur significant costs and liabilities in connection with data privacy and cybersecurity regulations
NewRisks Related to Acquisitions and Growth
Our growth strategy involves acquisitions and strategic investments that may not achieve expected benefits
NewRisks Related to International Operations and China
Our operations in China expose us to political, economic and regulatory risks
NewRisks Related to Corporate Governance and Public Company Status
Being a public company increases our costs and administrative burdens
NewRisks Related to Corporate Governance and Public Company Status
Concentration of ownership may limit other stockholders ’ ability to influence corporate matters

Dropped

Dropped
Unexpected safety or efficacy concerns may arise from pharmaceutical products
Unexpected safety or efficacy concerns may arise from pharmaceutical products.
Dropped
Efforts to reform the U.S. health care system may adversely affect our financial performance
Efforts to reform the U.S. health care system may adversely affect our financial performance.
Dropped
Product liability, product recall or personal injury issues could damage our reputation and have a significant adverse effect on our businesses, operating results, cash flows and/or financial condition
Product liability, product recall or personal injury issues could damage our reputation.
DroppedRisks Related to the Pharmacy Industry
If demand for our products and services is reduced, our business and ability to grow would be harmed
If demand for our products and services is reduced, our business and ability to grow would be harmed.
DroppedRisks Relating to Our Data Management Services
Competition with some customers, or decisions by customers to perform internally some of the same solutions or services that we offer, could harm our business, results of operations or financial condition
Competition with some customers or decisions by customers to perform solutions internally could harm our business.
DroppedRisks Relating to Our Data Management Services
Our ability to generate revenue could suffer if we do not continue to update and improve existing solutions and develop new ones
Our ability to generate revenue could suffer if we do not update and improve existing solutions.
DroppedRisks Relating to Our Data Management Services
Breaches and failures of our IT systems and the security measures protecting them, and the sensitive information we transmit, use and store, expose us to potential liability and reputational harm
Breaches and failures of our IT systems and security measures expose us to liability.
DroppedRisks Relating to Our Data Management Services
If we are unable to successfully execute on cross-selling opportunities of our solutions the growth of our business and financial performance could be harmed
If we are unable to cross-sell our solutions, the growth of our business could be harmed.
DroppedRisks Related to Our Business
We have a history of net losses, and we are uncertain about our future profitability
We have a history of net losses and are uncertain about future profitability.
DroppedRisks Related to Our Business
Events outside of our control, including those relating to public health crises, supply-chain disruptions, geopolitical conflicts, including acts of war, and inflation, could negatively affect our Company and our results of operations and financial condition
Events outside of our control like public health crises and geopolitical conflicts could negatively affect us.
DroppedRisks Related to Our Business
Supply chain and shipping disruptions have resulted in shipping delays, a significant increase in shipping costs, and could increase product costs and result in lost sales, which may have a material adverse effect on our business, operating results and financial condition
Supply chain and shipping disruptions have resulted in shipping delays and increased costs.
DroppedRisks Related to Our Business
Our dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue and adversely affect the results of operations. In addition, increases in prices for components used in our products could adversely affect our results of operations
Our dependence on key suppliers puts us at risk of product availability interruptions.
DroppedRisks Related to Our Business
Unfavorable global economic conditions have in the past and could in the future adversely affect our business, financial condition or results of operations
DroppedRisks Related to Our Business
Continued inflation and increases in labor costs may reduce our profitability
DroppedRisks Related to Our Business
Government efforts to combat inflation, along with other interest rate pressures arising from an inflationary economic environment, could lead to us to incur even higher interest rates and financing costs and may reduce our profitability
DroppedRisks Related to Our Business
Currency exchange rate fluctuations may affect the results of operations
DroppedRisks Related to Our Business
We may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be able to raise it on terms acceptable to us, or at all
DroppedRisks Related to Our Business
Sustained investment in our business, strategic acquisitions and investments, as well as our focus on long-term performance, and on maintaining the health of our new e-commerce ecosystem, may negatively affect our margins and our net income, if any
DroppedRisks Related to Our Business
Although we believe these investments are crucial to our viability and future growth, they will have the effect of increasing our costs and lowering our margins and profit, and this effect may be significant in the short term and potentially over longer periods
DroppedRisks Related to Our Business
Failure to maintain or improve our technological infrastructure could harm our business and prospects
DroppedRisks Related to Our Business
Product development is a long, expensive and uncertain process
DroppedRisks Related to Our Business
Concentration of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors
DroppedRisks Related to Our Business
Successful technical development of our products does not guarantee successful commercialization
DroppedRisks Related to Our Business
demonstrations of the products not aligning with or meeting customer needs
DroppedRisks Related to Our Business
Public company compliance may make it more difficult to attract and retain officers and directors
DroppedRisks Related to Our Business
Conflicts of interest may arise between us and our directors and officers as a result of other business activities undertaken by such individuals
DroppedRisks Related to Our Business
Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit
DroppedRisks Related to Our Business
We may not be able to protect our intellectual property rights
DroppedRisks Related to Our Business
Being a public company is expensive and administratively burdensome
DroppedRisks Related to Our Business
involve, to a greater degree, our outside legal counsel and accountants in the above activities
DroppedRisks Related to Our Business
We may fail to maintain effective internal control over financial reporting and effective disclosure controls and procedures, and as a result, we may not be able to accurately report our financial results in a timely manner or prevent fraud, which may adversely affect investor confidence in our company
DroppedRisks Related to Our Business
We will become subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our securities
DroppedRisks Related to Our Business
complying with applicable laws, rules and regulations relating to the collection (from users and other third-party systems or sources), use, storage, transfer, disclosure and security of personal data, including requests from data subjects and regulatory and government authorities
DroppedRisks Related to Our Business
The nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity
DroppedRisks Related to Our Business
Designing and developing products to collect, distribute and analyze various types of information
DroppedRisks Related to Our Business
Our operations in international markets, and earnings in those markets, may be affected by changes in global cultural, political, and financial market conditions as well as potential changes in regulations, legislation and government policies such as tariffs, tax laws and global trade policies
DroppedRisks Related to Our e-Commerce Business
Our sales may be impacted should there be a disruption of service to our Amazon or Alibaba online storefronts
DroppedRisks Related to Our e-Commerce Business
Creating and maintaining a trusted status of our online marketing presence or ecosystem will be critical to our viability and growth, and any failure to do so could severely damage our reputation, which would have a material adverse effect on our business, financial condition, results of operations and prospects
DroppedRisks Related to Our e-Commerce Business
Our current plans contemplate that we will expand our online marketing presence primarily via the Alibaba ecosystem. Any termination or material change in our relationship with Amazon or Alibaba could have a material adverse effect on our business, financial condition, results of operations and prospects
DroppedRisks Related to Our e-Commerce Business
We may not be able to maintain or grow our revenue or our business
DroppedRisks Related to Our e-Commerce Business
If we are unable to compete effectively, our business, financial condition and results of operations would be materially and adversely affected
DroppedRisks Related to Our e-Commerce Business
In addition, the development of new technologies and satellite systems, including Low Earth Orbit (LEO) constellations designed to deliver global satellite internet and support voice and data calls via mobile phones, may reduce the competitiveness of some of our products or render them obsolete in the future
DroppedRisks Related to Our e-Commerce Business
We may not be able to maintain and improve our online marketing, which could negatively affect our business and prospects
DroppedRisks Related to Our e-Commerce Business
continue adapting to the changing demands of the market
DroppedRisks Related to Our e-Commerce Business
If we are not able to continue to innovate or if we fail to adapt to changes in our various industries, our business, financial condition and results of operations would be materially and adversely affected
DroppedRisks Related to Our e-Commerce Business
Our failure to manage the significant management, operational and financial challenges involved in growing our business and operations could harm us
DroppedRisks Related to Our e-Commerce Business
We face risks relating to our acquisitions, investments and alliances
DroppedRisks Related to Our e-Commerce Business
difficulties in conducting sufficient and effective due diligence on potential targets and unforeseen or hidden liabilities or additional incidences of non-compliance, operating losses, costs and expenses that may adversely affect us following our acquisitions or investments or other strategic transactions
DroppedRisks Related to Our e-Commerce Business
We face challenges in expanding our international and cross-border businesses and operations
DroppedRisks Related to Our e-Commerce Business
We are heavily reliant on Charles Fernandez, our Executive Chairman and Chief Executive Officer, and the departure or loss of Mr. Fernandez could disrupt our business
DroppedRisks Related to Our e-Commerce Business
We are heavily reliant on David Phipps, our President and Chief Executive Officer of Global Operations and a director, and the departure or loss of David Phipps could disrupt our business
DroppedRisks Related to Our e-Commerce Business
If we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected
DroppedRisks Related to Our e-Commerce Business
We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business
DroppedRisks Related to Our e-Commerce Business
Failure to deal effectively with fraudulent or illegal activities by our employees, business partners or service providers would harm our business
DroppedRisks Related to Our e-Commerce Business
If the logistics service providers used by our merchants fail to provide reliable logistics services, our business and prospects, as well as our financial condition and results of operations, may be materially and adversely affected
DroppedRisks Related to Our e-Commerce Business
Failure to deal effectively with any fraud perpetrated and fictitious transactions conducted in our ecosystem, and other sources of customer dissatisfaction, would harm our business
DroppedRisks Related to Our e-Commerce Business
Our e-commerce platforms depend on the efficient and uninterrupted operation of our computer and communications systems. System interruptions and delays may prevent us from efficiently processing the large volume of transactions on our marketplaces and other businesses we operate
DroppedRisks Related to Our e-Commerce Business
Natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations. A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation
DroppedRisks Related to Our e-Commerce Business
Non-compliance with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce our net operating revenues
DroppedRisks Related to Our e-Commerce Business
Tightening of tax compliance efforts that affect our merchants could materially and adversely affect our business, financial condition and results of operations
DroppedRisks Related to Our e-Commerce Business
We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold through our platforms
DroppedRisks Related to Our e-Commerce Business
We may also face increasing scrutiny from consumer protection regulators and activists, as well as increasingly become a target for litigation, in the United States, Europe and other jurisdictions
DroppedRisks Related to Our e-Commerce Business
Our business activities may be subject to the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 (“UK Bribery Act”), and other similar anti-bribery and anti-corruption laws of other countries in which we operate
DroppedRisks Related to Our e-Commerce Business
Our reputation, our brand and our business may be harmed by aggressive marketing and communications strategies of our competitors
DroppedRisks Related to Doing Business in China
Our current business expansion involves an increase in the business we do in China. Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial conditions and results of operations
DroppedRisks Related to Doing Business in China
We currently market our products and services in China, and may establish operations in China at a future time, all of which may expose our business, prospects, financial condition and results of operations to an increasingly significant extent to political, economic, and social conditions in China generally
DroppedRisks Related to Doing Business in China
Uncertainties with respect to the PRC legal system could adversely affect us
DroppedRisks Related to Doing Business in China
Recent litigation and negative publicity surrounding China-based companies listed in the United States may negatively impact the trading price of our securities
DroppedRisks Related to Doing Business in China
Fluctuations in exchange rates could have a material and adverse effect on the results of our operations and the value of your investment
DroppedRisks Related to Doing Business in China
Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment
DroppedRisks Related to Our Healthcare Business
We derive a significant portion of our sales from prescription drug sales reimbursed by pharmacy benefit management companies
DroppedRisks Related to Our Healthcare Business
Efforts to reduce reimbursement levels and alter health care financing practices could adversely affect our businesses
DroppedRisks Related to Our Healthcare Business
A slowdown in the frequency and rate of the introduction of new prescription drugs as well as generic alternatives to brand name prescription products could adversely affect our business, financial position, and results of operations
DroppedRisks Related to Our Healthcare Business
Uncertainty regarding the impact of Medicare Part D may adversely affect our business, financial position and our results of operations
DroppedRisks Related to Our Healthcare Business
Prescription volumes may decline, and our net revenues and ability to generate earnings may be negatively impacted, if products are withdrawn from the market or if increased safety risk profiles of specific drugs result in utilization decreases
DroppedRisks Related to Our Healthcare Business
Certain risks are inherent in providing pharmacy services; our insurance may not be adequate to cover any claims against us
DroppedRisks Related to Our Healthcare Business
Contracts in the prescription drug industry generally use certain published benchmarks to establish pricing for prescription drugs. These benchmarks include average wholesale price (“AWP”), average sales price and wholesale acquisition cost
DroppedRisks Related to Our Healthcare Business
Increases in our pharmaceutical costs could have a material adverse effect on the level of our medical costs and our results of operations
DroppedRisks Related to Our Healthcare Business
The industries in which we operate are extremely competitive and competition could adversely affect our business, financial position, and results of operations
DroppedRisks Related to Our Healthcare Business
Existing and new government legislative and regulatory action could adversely affect our business, financial position and results of operations
DroppedRisks Related to Our Healthcare Business
Future rulemaking could increase regulation of pharmacy services, result in changes to pharmacy reimbursement rates, and otherwise change the way we do business. We cannot predict the timing or impact of any future rulemaking, but any such rulemaking could have an adverse impact on our results of operations
DroppedRisks Related to Our Healthcare Business
If we are found to be in violation of Medicaid and Medicare reimbursement regulations, we could become subject to retroactive adjustments and recoupment, or exclusion from the Medicaid, Medicare programs, and PBM networks
DroppedRisks Related to Our Healthcare Business
Our industry is subject to extensive government regulation, and noncompliance by us or our suppliers could harm our business
DroppedRisks Related to Our Healthcare Business
If the products and services that we offer fail to meet customer needs, our sales may be affected
DroppedRisks Related to Our Healthcare Business
We are highly dependent on one supplier for our products, and a loss of that supplier may adversely impact our ability to sell products to our customers
DroppedRisks Related to Our Healthcare Business
We derive a significant portion of our revenues from a small number of customers and a loss of one or both of those customers would have a material adverse impact on our business
DroppedRisks Related to Our Healthcare Business
Our ability to grow our business may be constrained by our inability to find suitable new pharmacy locations at acceptable prices
DroppedRisks Related to Our Healthcare Business
If we are not able to market our services effectively to clinics, their affiliated healthcare providers and prescription drug providers, we may not be able to grow our patient base as rapidly as we have anticipated
DroppedRisks Related to Our Healthcare Business
If we fail to manage our growth or implement changes to our reporting systems effectively, our business could be harmed
DroppedRisks Related to Our Healthcare Business
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our shareholders and otherwise disrupt our operations and harm our operating results
DroppedRisks Related to Our Healthcare Business
litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former shareholders or other third parties
DroppedRisks Related to Our Healthcare Business
A disruption in our telephone system or our computer system could harm our business
DroppedRisks Related to Our Healthcare Business
Our success is highly dependent on the performance of our management team and certain employees, and our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees and consultants
DroppedRisks Related to the Pharmacy Industry
There is substantial competition in our industry, and we may not be able to compete successfully
DroppedRisks Related to the Pharmacy Industry
Many specialty patients are currently receiving prescription benefits from federally funded programs such as the Ryan White CARE Act. These payors only use non-profit providers to dispense medications to their enrollees
DroppedRisks Related to the Pharmacy Industry
Our revenues could be adversely affected if new drugs or combination therapies are developed and prescribed to our patients that have a reimbursement rate less than that of the current drug therapies our patients receive
DroppedRisks Related to the Pharmacy Industry
If our credit terms with vendors become unfavorable or our relationship with them is terminated, our business could be adversely affected
DroppedRisks Relating to Our Data Management Services
Competition with some customers, or decisions by customers to perform internally some of the same solutions or services that we offer, could harm our business, results of operations or financial condition
DroppedRisks Relating to Our Data Management Services
If our solutions do not interoperate with our customers’ or their vendors’ networks and infrastructures, or if customers or their vendors implement new system updates that are incompatible with our solutions, sales of those solutions could be adversely affected
DroppedRisks Relating to Our Data Management Services
Our business relies on sophisticated information systems to obtain, rapidly process, analyze, and manage data, affecting our ability to provide services. To the extent our IT systems are not successfully implemented or fail, our business and results of operations may be adversely affected
DroppedRisks Relating to Our Data Management Services
We collect, process, store, share, disclose and use personal information and other data, and our actual or perceived failure to protect such information and data could damage our reputation and brand and harm our business and operating results
DroppedRisks Relating to Our Data Management Services
Federal and state privacy and security regulations may increase our cost of operations and expose us to civil and criminal sanctions, damages, and penalties
DroppedRisks Relating to Our Data Management Services
other potential interruptions
DroppedRisks Related to Our Securities
You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock
DroppedRisks Related to Our Securities
You will experience future dilution because of future equity offerings
DroppedRisks Related to Our Securities
We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment
DroppedRisks Related to Our Securities
The ability of our Board of Directors to issue additional stock may prevent or make certain transactions more difficult, including a sale or merger of the Company
DroppedRisks Related to Our Securities
Our common stock and warrants are thinly traded and there can be no assurance that a more active public market will ever develop. Failure to develop or maintain an active trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares
DroppedRisks Related to Our Securities
The provisions of our Nasdaq listed Warrants could discourage the acquisition of us by a third party
DroppedRisks Related to Our Securities
There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a de-listing of our common stock
DroppedRisks Related to Our Securities
Our stock price may be volatile
DroppedRisks Related to Our Securities
economic and other external factors
DroppedRisks Related to Our Securities
Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline

All 30 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business Generally

01We have incurred significant net losses, have accumulated deficit, and may require additional capital to continue operations and execute our business strategyNew
02Unfavorable global economic conditions, inflation, rising interest rates and financial market volatility could materially adversely affect our businessNew
03Our business may be adversely affected by pandemics, public health crises, natural disasters, acts of war or other events beyond our controlNew
04Approximately 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 disruptionsNew
05We may fail to maintain compliance with applicable continued listing standards of The Nasdaq Stock MarketNew
06We 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 NasdaqNew
07The 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 NasdaqNew
08If 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 conditionNew
09The Reverse Stock Split may not increase the price of our common stock over the long term New
10The Reverse Stock Split may decrease the liquidity of our common stock New
11The 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 sellNew
12The Reverse Stock Split may lead to a decrease in our overall market capitalization New
13Our business requires significant working capital, and we are exposed to inventory and receivables riskNew
14We may not have adequate insurance coverage to protect against all operational and product liability risksNew

Risks Related to Our e-Commerce Business

15We depend significantly on Amazon marketplaces and fulfillment services, and adverse changes to our relationship with Amazon could materially harm our businessNew
16Amazon 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 channelNew
17We 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 satisfactionNew
18Our e-Commerce operations depend on global suppliers, manufacturers and logistics providersNew
19We operate in highly competitive markets and technological advances may render our products less competitiveNew

Risks Related to Healthcare and Regulation

20Changes in reimbursement rates, healthcare regulations, or pharmacy benefit manager practices could materially adversely affect our healthcare segmentNew
21We are subject to extensive and evolving domestic and international laws and regulationsNew
22PBMs 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 harmNew
23Failure to comply with laws and regulations governing controlled substances could materially adversely affect our operationsNew
24A 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 New

Risks Related to Data Security and Technology

25Security breaches or failures in our information systems could materially harm our businessNew
26We may incur significant costs and liabilities in connection with data privacy and cybersecurity regulationsNew

Risks Related to Acquisitions and Growth

27Our growth strategy involves acquisitions and strategic investments that may not achieve expected benefitsNew

Risks Related to International Operations and China

28Our operations in China expose us to political, economic and regulatory risksNew

Risks Related to Corporate Governance and Public Company Status

29Being a public company increases our costs and administrative burdensNew
30Concentration of ownership may limit other stockholders ’ ability to influence corporate mattersNew

Other NextPlat 10-Ks

FY2024 10-K risk factors
113 risks
NextPlat relies heavily on Amazon and Alibaba marketplaces, generating 32.8% of 2024 sales on Amazon and 67% internationally. The company faces ongoing net losses, posting a $23.1 million net loss in 2024 and an accumulated deficit of $49.0 million. Operations span diverse sectors including pharmacy services, e-commerce, and satellite tracking device development.
Filed Mar 24, 2025

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.