NextPlat Corp美股招股说明书(2026-05-13版)

Up to $3,738,706Common Stock NextPlat Corp We have entered into an At The Market Offering Agreement dated as of May 13, 2026 (the “Sales Agreement”) with H.C.Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”), relating to the sale of our common stock, par value $0.0001 pershare, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the SalesAgreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $3,738,706from time totime through Wainwright acting as our sales agent. Sales of common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactionsthat are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on or through The Nasdaq Capital Market LLC (the “Nasdaq”), the existing tradingmarket for our common stock, or any other existing trading market in the United States for our common stock, sales made to orthrough a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactionsat market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other methodpermitted by law. Wainwright is not required to sell any specific number or dollar amount of shares, but will act as sales agent on acommercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds tobe received in any escrow, trust or similar arrangement. We will pay Wainwright a commission of 3.0% of the gross sales price per share of common stock issued by us and sold through itas our sales agent under the Sales Agreement. In connection with the sale of common stock on our behalf, Wainwright will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to beunderwriting commissions or discounts. We provide more information about how the shares of common stock will be sold in thesection entitled “Plan of Distribution.” Our common stock is traded on Nasdaq under the symbol “NXPL.” On May 12, 2026, the last reported sale price of our commonstock was $6.44per share. As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates, or our publicfloat, was $11,216,119based on a total number of 2,708,507shares of common stock outstanding, of which 1,568,688shares ofcommon stock were held by non-affiliates, at a price of $7.15per share, the closing sales price of our common stock on May 6,2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60 days. We have notsold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on andincludes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currentlyeligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offeringprice of up to approximately $3,738,706. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in apublic primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public floatremains below $75.0 million. Unless otherwise indicated, all share and per share information in this prospectus supplementgiveseffect to our recent 1-for-10 reverse stock split effected on April 13, 2026. Investing in our common stock involves a high degree of risk. See“Risk Factors”beginning on page S-17of this prospectussupplement, page 20 of the accompanying base prospectus and under similar headings in the documents incorporated byreference into this prospectus supplement, and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is May 13, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1OFFERING SUMMARYS-16RISK FACTORSS-17DILUTIONS-22USE OF PROCEEDSS-21PLAN OF DISTRIBUTIONS-23LEGAL MATTERSS-25EXPERTSS-25WHERE YOU CAN FIND MORE INFORMATIONS-25INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-26 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN INFORMATION BY REFERENCE2PROSPECTUS SUMMARY4RISK FACTORS20NOTE REGARDING FORWARD-LOOKING STATEMENTS24CAPITALIZATION24USE OF PROCEEDS24DE