nxpl20260506c_424b5.htm

424B5 1 nxpl20260506c_424b5.htm FORM 424B5 nxpl20260506c_424b5.htm

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-292211

PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 8, 2026)

Up to $3,738,706
Common 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 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $3,738,706 from time to time 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 transactions that 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 trading market for our common stock, or any other existing trading market in the United States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Wainwright is not required to sell any specific number or dollar amount of shares, but will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be 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 it as our sales agent under the Sales Agreement. In connection with the sale of common stock on our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright will be deemed to be underwriting commissions or discounts. We provide more information about how the shares of common stock will be sold in the section 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 common stock was $6.44 per share.

As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates, or our public float, was $11,216,119 based on a total number of 2,708,507 shares of common stock outstanding, of which 1,568,688 shares of common stock were held by non-affiliates, at a price of $7.15 per 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 not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price 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 a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. Unless otherwise indicated, all share and per share information in this prospectus supplement gives effect 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-17 of this prospectus supplement, page 20 of the accompanying base prospectus and under similar headings in the documents incorporated by reference 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 these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is May 13, 2026

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS	S-iii
PROSPECTUS SUPPLEMENT SUMMARY	S-1
OFFERING SUMMARY	S-16
RISK FACTORS	S-17
DILUTION	S-22
USE OF PROCEEDS	S-21
PLAN OF DISTRIBUTION	S-23
LEGAL MATTERS	S-25
EXPERTS	S-25
WHERE YOU CAN FIND MORE INFORMATION	S-25
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-26

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	2
PROSPECTUS SUMMARY	4
RISK FACTORS	20
NOTE REGARDING FORWARD-LOOKING STATEMENTS	24
CAPITALIZATION	24
USE OF PROCEEDS	24
DESCRIPTION OF SECURITIES	25
CERTAIN INCOME TAX CONSIDERATIONS	33
PLAN OF DISTRIBUTION	33
LEGAL MATTERS	36
EXPERTS	36

Common Stock to be offered by us		Shares of our common stock having an aggregate offering price of up to $3,738,706.

Common Stock outstanding after this offering (1)		Up to 3,231,403 shares of common stock, assuming sales of 522,896 shares of common stock at a price of $7.15 per share on May 6, 2026, which is the highest closing price of our common stock on The Nasdaq Capital Market within the prior 60 days. The actual number of shares of our common stock issued will vary depending on the sales price under this offering. There is no minimum offering amount required as a condition to this offering, and the actual number of shares that may be sold is not determinable at this time.

Market for Common Stock		Our common stock is listed on the Nasdaq Capital Market under the symbol “NXPL.”

Form of offering		The Sales Agent may, according to the terms of the Sales Agreement, sell the shares of our common stock offered under this prospectus supplement in an “at-the-market” offering. See “Plan of Distribution” on page S-23 of this prospectus supplement.

Use of Proceeds		We plan to use the net proceeds from this offering, if any, for general corporate purposes, capital expenditures, working capital, general and administrative expenses, and potential acquisitions. See “Use of Proceeds.”

Risk factors		See “Risk Factors” beginning on page S-17 of this prospectus supplement, as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying base prospectus, for a discussion of risks you should carefully consider before investing in our securities.

Assumed public offering price per share			$	7.15
Historical net tangible book value per share as of December 31, 2025	$	6.29
Increase in net tangible book value per share attributable to this offering	$	0.11
As adjusted net tangible book value per share as of December 31, 2025 after giving effect to this offering			$	6.40
Dilution per share to new investors in this offering			$	0.75

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	2
PROSPECTUS SUMMARY	4
RISK FACTORS	20
NOTE REGARDING FORWARD-LOOKING STATEMENTS	24
CAPITALIZATION	24
USE OF PROCEEDS	24
DESCRIPTION OF SECURITIES	25
CERTAIN INCOME TAX CONSIDERATIONS	33
PLAN OF DISTRIBUTION	33
LEGAL MATTERS	36
EXPERTS	36
EXPENSES	1

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 24, 2025;

	●	our definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2025 and supplemented on May 2, 2025 and May 27, 2025;

	●	our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 15, 2025, for the quarter ended June 30, 2025 filed with the SEC on August 14, 2025, and for the quarter ended September 30, 2025 filed with the SEC on November 13, 2025;

	●	our Current Reports on Form 8-K and any amendments on Form 8-K/A filed on April 4, 2025, April 14, 2025, April 24, 2025, April 28, 2025, May 27, 2025, May 30, 2025, June 26, 2025, September 9, 2025, October 3, 2025, October 15, 2025, October 30, 2025 and December 9, 2025;

	●	the description of our common stock, par value $0.0001 per share contained in our prospectus forming a part of the Annual Report on Form 10-K (File No. 001-40447), originally filed with the U.S. Securities and Exchange Commission on March 31, 2022, as thereafter amended and supplemented from time to time; and

	●	all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 and prior to the sale of all the securities registered hereunder or the termination of the registration statement.

	●	Our ability to obtain sufficient funding to expand our business and respond to business opportunities
	●	Our ability to acquire new customers or retain existing customers in a cost-effective manner
	●	Our ability to successfully improve our production efficiencies and economies of scale
	●	Our ability to manage our supply chain to continue to satisfy our future operation needs
	●	Our ability to retain our market share in our industry

	●	changes in our industry;
	●	competitive pricing pressures;
	●	our ability to obtain working capital financing;
	●	additions or departures of key personnel;
	●	conversions from preferred stock to common stock;
	●	sales of our common and preferred stock;
	●	our ability to execute our business plan;
	●	operating results that fall below expectations;
	●	loss of any strategic relationship;
	●	regulatory developments; and
	●	economic and other external factors.

	●	the title of the debt securities;

	●	the price or prices (expressed as a percentage of the aggregate principal amount) at which we will sell the debt securities;

	●	any limit on the aggregate principal amount of the debt securities;

	●	the date or dates on which we will repay the principal on the debt securities and the right, if any, to extend the maturity of the debt securities;

	●	the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will be payable and any regular record date for any interest payment date;

	●	the place or places where the principal of, premium, and interest on the debt securities will be payable, and where the debt securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange;

	●	any obligation or right we have to redeem the debt securities pursuant to any sinking fund or analogous provisions or at the option of holders of the debt securities or at our option, and the terms and conditions upon which we are obligated to or may redeem the debt securities;

	●	any obligation we have to repurchase the debt securities at the option of the holders of debt securities, the dates on which and the price or prices at which we will repurchase the debt securities and other detailed terms and provisions of these repurchase obligations;

	●	the denominations in which the debt securities will be issued;

	●	whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

	●	the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

	●	the currency of denomination of the debt securities;

	●	the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;

	●	if payments of principal of, premium or interest on, the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

	●	the manner in which the amounts of payment of principal of, premium or interest on, the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

	●	any provisions relating to any security provided for the debt securities;

	●	any addition to or change in the events of default described in the indenture with respect to the debt securities and any change in the acceleration provisions described in the indenture with respect to the debt securities;

	●	any addition to or change in the covenants described in the indenture with respect to the debt securities;

	●	whether the debt securities will be senior or subordinated and any applicable subordination provisions;

	●	a discussion of any material U.S. federal income tax considerations applicable to the debt securities;

	●	any other terms of the debt securities, which may modify any provisions of the indenture as it applies to that series; and

	●	any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities.

	●	the title of the equity warrants;

	●	the initial offering price;

	●	the aggregate amount of equity warrants and the aggregate amount of equity securities purchasable upon exercise of the equity warrants;

	●	the currency or currency units in which the offering price, if any, and the exercise price are payable;

	●	if applicable, the designation and terms of the equity securities with which the equity warrants are issued, and the amount of equity warrants issued with each equity security;

	●	the date, if any, on and after which the equity warrants and the related equity security will be separately transferable;

	●	if applicable, the minimum or maximum amount of the equity warrants that may be exercised at any one time;

	●	the date on which the right to exercise the equity warrants will commence and the date on which the right will expire;

	●	if applicable, a discussion of United States federal income tax, accounting or other considerations applicable to the equity warrants;

	●	anti-dilution provisions of the equity warrants, if any;

	●	redemption or call provisions, if any, applicable to the equity warrants; and

	●	any additional terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the equity warrants.

	●	the title of the debt warrants;

	●	the initial offering price;

	●	the title, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants;

	●	the currency or currency units in which the offering price, if any, and the exercise price are payable;

	●	the title and terms of any related debt securities with which the debt warrants are issued and the amount of the debt warrants issued with each debt security;

	●	the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;

	●	the principal amount of debt securities purchasable upon exercise of each debt warrant and the price at which that principal amount of debt securities may be purchased upon exercise of each debt warrant;

	●	through agents;

	●	to dealers or underwriters for resale;

	●	directly to investors; or

	●	through a combination of any of these methods of sale.

	●	the name or names of any agents or underwriters;

	●	the purchase price of the securities being offered and the proceeds we will receive from the sale;

	●	any over-allotment options under which underwriters may purchase additional securities from us;

	●	any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;

	●	the public offering price;

	●	any discounts or concessions allowed or reallowed or paid to dealers; and

	●	any securities exchanges on which such securities may be listed.

SEC Form 424B5 filed by NextPlat Corp