NextPlat Corp

ITEM 1A. RISK FACTORS

Investors should carefully consider the risks in the Risk Factors in Part 1: Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20245, filed with the SEC on March 2431, 20256, and our other filings with the SEC. These risks are not the only ones facing the Company. Additional risks not currently known to us or that we currently believe are immaterial may also impair our business operations. Any of these risks could adversely affect our business, cash flows, financial condition, and results of operations. The trading price of our common stock could fluctuate due to any of these risks, and investors may lose all or part of their investment. In assessing these risks, investors should also refer to the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q. OtheExcept for than the following, there have been no material changes in our risk factors from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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We are current Unily listed States/China tariff environment persists, it will have an immediate adverse impact on the Companys business, financial prospects, results of operations, and financial condition, and will materially and on The Nasdaq Capital Market. If we are unable to maintain listing of our securities on Nasdaq or any stock exchange, our stock price could be adversely impact affected and the abililiquidity of the Company to be profitable.

Retaliatorour stock and our ability tariffs imposed by Cho obtain fina in response to tariffs recently enacted by the United States expose us to significant and ongoing trade-policy risk that could materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects. Although the Unincing could be impaired and it may be more difficult for our shareholders to sell their securities.

Although our common stock is currently listed States and China have at various points engaged in negotiations aimed at easing bilateral trade tenson The Nasdaq Capital Market, we may not be able to continue to meet the exchanges minimum listing requirements or those of any other nations, the Chinese government conal exchange. The Listing Rules of Nasdaq require listinueg issuers to maintcomply with certain elevated tariff rates and othstandards in order nontariff barriersto remain listed on a wide rits exchange of U.S.-origin goods, including products in. If, for any reason, we should fail to maintain compliance with the same categoriese listing standards as our offerings. The retaliatory tariffs create uncertainty that complicates our sales forecand Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing, inventory management on another national securities exchange, and pro reduction planning for in some or all of the Chinesefollowing market. In addition, Chinese authorities possess broady occur, each of which could have a material adverse effect on our shareholders:

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Deliscretion to increase, decrease, or suspend tariff rates with ting from Nasdaq would adversely affect our abilittle advance notice, and they may target specific U.S. companies or industries for additional retaliatory actiony to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of in responsevestors to geopoltrade our securitical dees and may negativelopments wholly unrelated toy affect the value and liquidity of our performance or conduct.

The Company has paused certain initicommon stock. Delisting also could have other negatives within its e-Commerce development program which was launched in April 2023 to help U.S.-based businesses reach the vast Chinese consum results, including the potential loss of employee confidence, the loss of institutional investors and general investors that will consider investing in our common stock, a reduction in the number of market through major online platforms like Alibabas Tmall. Thismakers in our common stock, a reduction includes the introducavailability of information of a new line of vitaminconcerning the trading prices and supplements under the Florida Sunshine brand name, sincevolume of our common stock, a reduction in these number offerings would be subject to the broker-dealers willing to execute trades increased tariffs and would face significant import costs which Manage shares of our common stock or interest in business development believes will reduce its ability to opportunities. Further, we would likely becompete with locally produced products. Te a penny stock, which would make trading of our common stock more difficult.

On April 28, 2025, the Company is still reviewing opportunities to sell its Florida Sunshine products in oreceived a written notice from the Listing Qualifications Department (ther ma Staff) of The Nasdaq Stock Markets.

T LLC (Nasdaq) notifying the Company intends to continue sellthat, because the closing products manufacturbid price for the Companys Common Stock, closed by OPKO Health Europe, a subsidiary of OPKO Health, Inc., in Chinaelow $1.00 per share for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued including an array of nutraceuticals and supplements as well as addision on The Nasdaq Capital Market pursuant to Nasdaq Listing products for pet care, all of which are not produced in the UnitedRule 5450(a)(1) (the Bid Price Requirement). On October 28, 2025, the Company received a letter from the States and as such, are not subject to additional tariffs.

We cannot predict whetherff notifying that the Company is eligible for a second 180-day period, or until April 27, 2026 to regain compliance with the current trade environBid Price Requirement will persist or if new quotas, duties, taxes, tariffs, exchange controls, current or future trade wars, or other restric.

On April 2, 2026, the Company filed an amended and restated certificate of incorporation to effectuate a reverse stock split at a rations will be impos of 1-to-10, as approved by the U.S. and China upon tCompanys Board of Directors. The import or exportamendment was filed with the Secretary of our productsState of the State of Nevada and the commodities and components used to manufacture our products, or what effect reverse stock split became effective in accordance with the terms of the amendment on April 13, 2026.

On April 27, 2026, the Company of these actions would have on our buswas notified by Nasdaq that the Company has regainess, find compliancial condition, or results of operations.

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e with the Bid Price Requirement and that this matter is now closed.