RXMD / Progressive Care, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-52684 Progressive Care Inc. (Exact name of registrant as specified in its

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer

Progressive Care Inc. Announces Results of Special Meeting of Stockholders Business Combination with NextPlat Corp Approved by Shareholders with Anticipated Closing Date of October 1, 2024

Exhibit 99.1 Progressive Care Inc. Announces Results of Special Meeting of Stockholders Business Combination with NextPlat Corp Approved by Shareholders with Anticipated Closing Date of October 1, 2024 Miami, FL – September 16, 2024 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced the results of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Progressive Care

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File Numbe

Progressive Care Inc. Announces Second Quarter 2024 Revenues of $13.5 Million, an Increase of 17% as Gross Margin Expands to 35% 41% Growth in 340B Contract Service Revenue and Momentum in Prescription Volumes Drive Positive Cashflow from Operations

Exhibit 99.1 Progressive Care Inc. Announces Second Quarter 2024 Revenues of $13.5 Million, an Increase of 17% as Gross Margin Expands to 35% 41% Growth in 340B Contract Service Revenue and Momentum in Prescription Volumes Drive Positive Cashflow from Operations Miami, FL – August 14, 2024 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare servic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File Numb

Progressive Care Inc. Announces Record First Quarter 2024 Revenues of $14.6 Million, an Increase of 28% Over First Quarter 2023 Results 340B Contract Service Revenue Grows 110% as New Contract Momentum Continues

Exhibit 99.1 Progressive Care Inc. Announces Record First Quarter 2024 Revenues of $14.6 Million, an Increase of 28% Over First Quarter 2023 Results 340B Contract Service Revenue Grows 110% as New Contract Momentum Continues Miami, FL – May 15, 2024 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announc

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Letter of CohnReznick LLP, dated April 19, 2024

Exhibit 16.1 April 19, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in Form 8-K dated April 17, 2024, of Progressive Care Inc (the “Company”) to be filed with the Securities and Exchange Commission regarding its change of auditors and are in agreement with the stat

Form of Lock-Up Agreement

Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April , 2024, by and between Progressive Care, Inc., a Delaware corporation (the “Company”), and the undersigned owner (the “Securityholder”) of securities of NextPlat Corp, a Nevada corporation (“NextPlat”). RECITALS Reference is hereby made to the Merger Agreement and Plan of Reorganization, dated April 12, 2

Form of Lock-Up Agreement

Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of April , 2024, by and between Progressive Care, Inc., a Delaware corporation (the “Company”), and the undersigned owner (the “Securityholder”) of securities of NextPlat Corp, a Nevada corporation (“NextPlat”). RECITALS Reference is hereby made to the Merger Agreement and Plan of Reorganization, dated April 12, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Progressive Care I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

NextPlat Announces Proposed Business Combination with Progressive Care Inc. Transaction Expected to Provide Revenue Synergies and Significant Initial Annual Operating Cost Reductions

Exhibit 99.1 NextPlat Announces Proposed Business Combination with Progressive Care Inc. Transaction Expected to Provide Revenue Synergies and Significant Initial Annual Operating Cost Reductions COCONUT GROVE, FL and MIAMI, FL – April 12, 2024 – NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global e-Commerce provider, today announced that it has entered into a definitive bu

Merger Agreement and Plan of Reorganization by and among NextPlat Corp., Progressive Care LLC, and Progressive Care Inc., dated April 12, 2024

Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEXTPLAT CORP, PROGRESSIVE CARE LLC, AND PROGRESSIVE CARE INC., DATED AS OF APRIL 12, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Construction 15 ARTICLE 2 AGREEMENT AND PLAN OF MERGER 16 2.1 The Merger 16 2.2 Effective Times; Closing 16 2.3 Effect of the Merger 17 2.4 Closing Deliverables 17

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Progressive Care I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

NextPlat Announces Proposed Business Combination with Progressive Care Inc. Transaction Expected to Provide Revenue Synergies and Significant Initial Annual Operating Cost Reductions

Exhibit 99.1 NextPlat Announces Proposed Business Combination with Progressive Care Inc. Transaction Expected to Provide Revenue Synergies and Significant Initial Annual Operating Cost Reductions COCONUT GROVE, FL and MIAMI, FL – April 12, 2024 – NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global e-Commerce provider, today announced that it has entered into a definitive bu

Merger Agreement and Plan of Reorganization by and among NextPlat Corp., Progressive Care LLC, and Progressive Care Inc., dated April 12, 2024

Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NEXTPLAT CORP, PROGRESSIVE CARE LLC, AND PROGRESSIVE CARE INC., DATED AS OF APRIL 12, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Construction 15 ARTICLE 2 AGREEMENT AND PLAN OF MERGER 16 2.1 The Merger 16 2.2 Effective Times; Closing 16 2.3 Effect of the Merger 17 2.4 Closing Deliverables 17

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File Number: 0

Progressive Care Inc. Announces Record Full Year 2023 Results with Revenues of $49.7 Million, an Increase of 22% with Annual Gross Margins of 30% Results Driven by 17% Increase in Pharmacy Prescription Revenue and Over 136% Growth in 340B Contract Se

Exhibit 99.1 Progressive Care Inc. Announces Record Full Year 2023 Results with Revenues of $49.7 Million, an Increase of 22% with Annual Gross Margins of 30% Results Driven by 17% Increase in Pharmacy Prescription Revenue and Over 136% Growth in 340B Contract Services Revenue Miami, FL – April 11, 2024 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized hea

List of Subsidiaries of Progressive Care Inc.

Exhibit 21.1 List of subsidiaries of Progressive Care Inc. Name of Subsidiary State of Organization Pharmco, LLC (doing business as Pharmcorx and Pharmcorx LTC) Florida Touchpoint RX, LLC (doing business as Pharmco Rx 1002, LLC) Florida Family Physicians RX, Inc. (doing business as PharmcoRx 1103 and Pharmcorx 1204) Florida ClearMetrX, Inc. Florida

Progressive Care Inc. Compensation Recovery Policy

Exhibit 97 Progressive Care, Inc. Compensation Recovery Policy 1. Purpose. The purpose of this Compensation Recovery Policy of the Company (as amended from time to time, the “Policy”), dated as of November 30, 2023 to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. The Co

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.7 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of registered Securities of Progressive Care Inc. (“us,” “our,” “we” or the “Company”) is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our amended an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR

Progressive Care Inc. Announces Record Third Quarter 2023 Revenues of $12.4 Million, an Increase of 22%, as Gross Margins Improve to 31% Over Third Quarter 2022 Results

Exhibit 99.1 Progressive Care Inc. Announces Record Third Quarter 2023 Revenues of $12.4 Million, an Increase of 22%, as Gross Margins Improve to 31% Over Third Quarter 2022 Results Miami, FL – November 14, 2023 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced financial results for its third qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Progressive Car

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer

Voting Agreement by and between NextPlat Corp., Charles M. Fernandez, and Rodney Barreto, dated June 30, 2023.

EXHIBIT 10.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2023, by and between NextPlat Corp, a Nevada corporation (the “NextPlat”), Charles M. Fernandez (“Mr. Fernandez”), and Rodney Barreto (“Mr. Barreto”). Each of NextPlat, Mr. Fernandez and Mr. Barreto is individually referred to herein as a “Party” and together as the “Parties”. RECITALS A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File

Progressive Care Inc. Announces Record Second Quarter 2023 Results with Revenues of $11.6 Million and Gross Margins of 31% 340B Contract Revenue Drives Quarterly Top-Line Growth as Operating Income Reaches Record Levels

Exhibit 99.1 Progressive Care Inc. Announces Record Second Quarter 2023 Results with Revenues of $11.6 Million and Gross Margins of 31% 340B Contract Revenue Drives Quarterly Top-Line Growth as Operating Income Reaches Record Levels Miami, FL – August 14, 2023 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, to

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Amendment #2 to the Amended and Restated Employment Agreement by and between Cecile Munnik and the Company, dated as of June 29, 2023.

EXHIBIT 10.9 AMENDMENT #2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT #2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Second Amendment”) is made effective as of the 29th day of June, 2023 by and between Progressive Care, Inc., a Delaware corporation (the “Company”) and Cecile Munnik, an individual (the “Employee”) (the Company and the Employee are from time to time re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File Numbe

Form of Director Agreement

Exhibit 10.1 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of July 17, 2023 (the “Agreement”), by and between Progressive Care Inc., a Delaware corporation (the “Company”), and [·], an individual with an address of [·] (the “Director”). WHEREAS, the Company appointed the Director on June 5, 2023, and desires to enter into an agreement with the Director with respect to such appointment; and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 Progressive Care In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File Number: 000-52684 Prog

Progressive Care Inc. Announces First Quarter 2023 Financial Results and Record Quarterly Revenues of $11.4 Million

Exhibit 99.1 Progressive Care Inc. Announces First Quarter 2023 Financial Results and Record Quarterly Revenues of $11.4 Million Miami, FL – May 12, 2023 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced financial results for the first quarter ended March 31, 2023. The Company experienced record

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

Management Services Agreement, dated February 1, 2023, by and between the Company and NextPlat Corp.

Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2023 (the “Effective Date”), by and between NextPlat Corp, a Nevada corporation (the “Service Provider”), and Progressive Care, inc., a Delaware corporation (together with its subsidiaries, the “Company”). Service Provider and the Company are sometimes referre

Progressive Care Inc. Announces Additional $1 Million Investment from NextPlat Corp.

Exhibit 99.1 Progressive Care Inc. Announces Additional $1 Million Investment from NextPlat Corp. Miami, FL – May 9, 2023 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced that it has successfully completed a transaction of $1 million investment from NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

Form of Placement Agent Warrant

Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

First Amendment to Securities Purchase Agreement, dated May 9, 2023, by and between the Company and NextPlat.

Exhibit 10.5 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of this May 9, 2023 by and between Progressive Care Inc., a Delaware corporation (the “Company”) and NextPlat Corp, a Nevada corporation (“Purchaser”). The Company and Purchaser are sometimes individually referred to in this Amendment as a “Party

Securities Purchase Agreement, dated May 5, 2023, by and between the Company and NextPlat.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 5, 2023, between Progressive Care Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Form of Inducement Warrant

Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Conversion Warrant

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of PIPE Warrant.

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Debt Conversion Agreement, dated May 9, 2023, by and between the Company, NextPlat, Charles M. Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital LLC.

Exhibit 10.3 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (this “Agreement”) is dated as of May 9, 2023 between Progressive Care Inc., a Delaware corporation (the “Company”), and each holder identified on the signature pages hereto (each, a “Holder” and together, the “Holders”). WHEREAS, pursuant to that certain Amended and Restated Secured Convertible Promissory Note, dated as of Sept

Letter from CohnReznick LLP, dated May 9, 2023

Exhibit 16.1 May 9, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 27, 2023 of Progressive Care, Inc. and are in agreement with the statements contained therein. /s/ CohnReznick LLP

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 (April 27, 2023) Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdictio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

Form of Employment Agreement by and between the Company and Pamela Roberts, dated May 1, 2023

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of May 1, 2023 (the “Effective Date”) by and between Progressive Care Inc., a Delaware corporation, (the “Employer” or the “Company”), and Pamela M. Roberts, PharmD, an individual (the “Employee”) (Employer and Employee are from time to time referred to individually as a “Party” and collectively as

RXMD / Progressive Care Inc / NextPlat Corp Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Progressive Care Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74332G207 (CUSIP Number)* Charles M. Fernandez NextPlat Corp 3250 Mary St., Suite 410 Coconut Grove, FL 33133 (305) 560-535

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 Progressive Care I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Progressive Care In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

Progressive Care Inc. Announces 2022 Annual Financial Results; $40.6 million Total Revenue

Exhibit 99.1 Progressive Care Inc. Announces 2022 Annual Financial Results; $40.6 million Total Revenue Miami, FL – April 3, 2023 – Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care” or the “Company”), a personalized healthcare services and technology provider, today announced financial results for the year ended December 31, 2022. Total revenue increased to $40.6 million, a 5% growth from th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ☐ to ☐ Commission File Number: 000-52684 Progressi

Description of Securities

Exhibit 4.7 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of registered Securities of Progressive Care Inc. (“us,” “our,” “we” or the “Company”) is intended as a summary only and therefore is not a complete description of our capital stock. This description is based upon, and is qualified by reference to, our amended an

List of Subsidiaries of Progressive Care Inc.

Exhibit 21.1 List of subsidiaries of Progressive Care Inc. Name of Subsidiary State of Organization Pharmco, LLC (doing business as Pharmcorx and Pharmcorx LTC) Florida Touchpoint RX, LLC (doing business as Pharmco Rx 1002, LLC) Florida Family Physicians RX, Inc. (doing business as PharmcoRx 1103 and Pharmcorx 1204) Florida ClearMetrX, Inc. Florida

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock dated September 1, 2022.

Exhibit 3.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Progressive Care In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission Fil

Auditor Letter

Exhibit 16.1 March 10, 2023 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Progressive Care, Inc. Changes in Registrant’s Certifying Accountant We have read the statements made by Progressive Care, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of the Company dated March 10, 2023, and agree w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Progressive Car

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission

WITHDRAWAL REQUEST

WITHDRAWAL REQUEST VIA EDGAR   U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 February 3, 2023 Re: Progressive Care Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-260178 CIK No.: 1402945 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Act”), Pro

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission

Progressive Care, Inc. Announces Reverse Stock Split and Will Trade Under Temporary Symbol RXMDD

Exhibit 99.1 Progressive Care, Inc. Announces Reverse Stock Split and Will Trade Under Temporary Symbol RXMDD Progressive Care Inc. (OTCQB: RXMD and RXMDD) (Progressive Care or the Company), a personalized healthcare services and technology company, announced today that its Board of Directors approved a 1-for-200 reverse stock split of its common stock shares and that the common stock shares will

Certificate of Amendment to the Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION Progressive Care, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies that: 1. The name of the corporation is Progressive Care, Inc. (the ?Corporation?). 2. This Certificate of Amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions

Regulation FD Disclosure, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission

RXMD / Progressive Care Inc / NextPlat Corp Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Progressive Care Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74332G108 (CUSIP Number)* Charles M. Fernandez NextPlat Corp 3250 Mary St., Suite 410 Coconut Grove, FL 33133 (305) 560-535

Security Agreement, dated as of November 16, 2022, by the Issuer, Touchpoint RX, LLC, Family Physicians RX, Inc., and ClearMetrX Inc. in favor of NextPlat *

Exhibit 7 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 16, 2022, is executed by Progressive Care, Inc.

ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE __________, 202[5]1

Exhibit 6 Final Version EXHIBIT A TO SECURITIES PURCHASE AGREEMENT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on November 18, 2022)

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of November 16, 2022, between Progressive Care, Inc., a Delaware corporation (the ?Company?), and NextPlat Corp (?Purchaser?). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Purchaser (the ?Purchase

Form of Securities Purchase Agreement dated November 16, 2022 by and between the Company and NextPlat (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 18, 2022).

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 16, 2022 (the ?Signing Date?), between Progressive Care Inc., a Delaware corporation (the ?Company?), and NextPlat Corp, a Nevada corporation (including its successors and assigns, ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agr

Form of Security Agreement dated as of November 16, 2022 by Company, Touchpoint RX, LLC, Family Physicians RX, Inc., and ClearMetrX Inc. in favor of NextPlat Corp. (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 18, 2022).

Exhibit 10.3 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?), dated as of November 16, 2022, is executed by Progressive Care, Inc., a Delaware corporation (?RXMD?), Touchpoint RX, LLC, a Florida limited liability company (?Touchpoint?), Family Physicians RX, Inc., a Florida corporation (?FPRX?), and ClearMetrX Inc., a Florida corporation (?ClearMetrX? and collective

Form of Debenture (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 18, 2022).

Exhibit 10.2 Final Version EXHIBIT A TO SECURITIES PURCHASE AGREEMENT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MA

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer

Progressive Care Reports Third Quarter 2022 Financial Results and Appointment of Charles M. Fernandez as New Chief Executive Officer

Exhibit 99.1 Progressive Care Reports Third Quarter 2022 Financial Results and Appointment of Charles M. Fernandez as New Chief Executive Officer Miami, FL ? November 15, 2022 ? Progressive Care Inc. (OTCQB: RXMD) (?Progressive Care? or the ?Company?), a personalized healthcare services and technology provider, today announced financial and operational results for the three and nine months ended S

Amendment to Amended and Restated Executive Employment Agreement by and between Cecile Munnik and the Company, dated as of November 14, 2022 (Incorporated by reference to Exhibit 10.24 to Form 10-Q filed on November 14, 2022).

Exhibit 10.24 AMENDMENT #1 ? TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT #1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Amendment?), dated November 14, 2022 (the ?Effective Date?) is between Progressive Care Inc., a Delaware Corporation, and its wholly owned subsidiaries (the ?Employer? or the ?Company?), and Cecile Munnik, an individual (?Employee?). R E C I T A L S: A. Co

Amendment to Amended and Restated Executive Employment Agreement by and between Birute Norkute and the Company, dated as of October 7, 2022

Exhibit 10.23 AMENDMENT #2 - EMPLOYMENT AGREEMENT THIS AMENDMENT #2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?), dated November 22, 2021 (the ?Effective Date?) is between Progressive Care Inc., a Delaware Corporation, and its wholly owned subsidiaries (the ?Employer? or the ?Company?), and Birute Norkute, an individual (?Employee?). R E C I T A L S: A. Company and Employee enter

Stock Option Agreement by and between Charles M. Fernandez and the Company, dated as of October 7, 2022 (Incorporated by reference to Exhibit 10.26 to Form 10-Q filed on November 14, 2022).

Exhibit 10.26 PROGRESSIVE CARE INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the ?Option Agreement?), effective as of September 13, 2022 (the ?Grant Date?), is between Progressive Care Inc., a Delaware corporation (the ?Company?), and Charles M. Fernandez (the ?Optionee?), the Chairman of the Company?s Board of Directors. WHEREAS, the Company desires to give the Optionee the opportunity

Stock Option Agreement by and between Rodney Barreto and the Company, dated as of September 13, 2022 (Incorporated by reference to Exhibit 10.25 to Form 10-Q filed on November 14, 2022).

Exhibit 10.25 PROGRESSIVE CARE INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the ?Option Agreement?), effective as of September 13, 2022 (the ?Grant Date?), is between Progressive Care Inc., a Delaware corporation (the ?Company?), and Rodney Barreto (the ?Optionee?), the Co-Vice Chairman of the Company?s Board of Directors. WHEREAS, the Company desires to give the Optionee the opportuni

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ? to ? Commission File Number: 000-52684

Amendment to Amended and Restated Executive Employment Agreement by and between Alan Jay Weisberg and the Company, dated as of October 7, 2022

Exhibit 10.22 AMENDMENT #2 - EMPLOYMENT AGREEMENT THIS AMENDMENT #2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?), dated November 22, 2021, and effective as of July 19, 2021 (the ?Effective Date?) is between Progressive Care Inc., a Delaware Corporation, and its wholly owned subsidiaries (the ?Employer? or the ?Company?), and Alan Jay Weisberg, an individual (?Employee?). R E C I

MedAvail Announces Technology Partnership with Progressive Care, Inc

Exhibit 99.1 MedAvail Announces Technology Partnership with Progressive Care, Inc MIAMI & MISSISSAUGA, Ontario & PHOENIX?(BUSINESS WIRE)? MedAvail Holdings, Inc. (Nasdaq: MDVL) (?MedAvail?) a technology-based retail pharmacy company, and Progressive Care Inc. (OTCQB: RXMD) (?Progressive Care?) a personalized healthcare services and technology company, are excited to announce a technology agreement

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission

Stock Option Agreement between the Company and Charles M. Fernandez

Exhibit 10.1 PROGRESSIVE CARE INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the “Option Agreement”), effective as of September 13, 2022 (the “Grant Date”), is between Progressive Care Inc., a Delaware corporation (the “Company”), and Charles M. Fernandez (the “Optionee”), the Chairman of the Company’s Board of Directors. WHEREAS, the Company desires to give the Optionee the opportunity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 Progressive Care

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission F

Stock Option Agreement between the Company and Rodney Barreto

Exhibit 10.2 PROGRESSIVE CARE INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the “Option Agreement”), effective as of September 13, 2022 (the “Grant Date”), is between Progressive Care Inc., a Delaware corporation (the “Company”), and Rodney Barreto (the “Optionee”), the Co-Vice Chairman of the Company’s Board of Directors. WHEREAS, the Company desires to give the Optionee the opportunit

Form of Amendment to Amended and Restated Employment Agreement

Exhibit 10.3 FORM OF AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FORM OF AMENDMENT TO THE AMENDED AND RESTATEDEMPLOYMENT AGREEMENT (“Agreement”), dated [●], and effective as of [●] (the “Effective Date”) is between Progressive Care Inc., a Delaware Corporation, and its wholly owned subsidiaries (the “Employer” or the “Company”), and [●], an individual (“Employee”). R E C I T A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commissio

Progressive Care Announces New Chairman and Vice-Chairman of the Board

Exhibit 99.1 Progressive Care Announces New Chairman and Vice-Chairman of the Board MIAMI, FL ? September 15, 2022 ? Progressive Care Inc. (OTCQB: RXMD) (?Progressive Care? or the ?Company?), a personalized healthcare services and technology company, is pleased to announce the appointments of Charles M. Fernandez as its new Chairman of the Board and Rodney Barreto as Vice-Chairman of the Board eff

Securities Purchase Agreement, dated August 30, 2022, among Progressive Care and the Company*

Exhibit 1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 30, 2022, between Progressive Care Inc.

Joint Filing Agreement, dated as of September 8, 2022, among the Reporting Persons*

Exhibit 4 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Confidential Note Purchase Agreement, dated August 30, 2022, among the Company, Progressive Care, Iliad Research and Trading, L.P., PharmCo, L.L.C., Charles M. Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital Fund, LP

Exhibit 3 CONFIDENTIAL PURCHASE AND RELEASE AGREEMENT THIS CONFIDENTIAL PURCHASE AND RELEASE AGREEMENT (this ?Agreement?) is entered into as of August 30, 2022, by and among, Iliad Research and Trading, L.

RXMD / Progressive Care Inc / NextPlat Corp Activist Investment

SC 13D 1 form13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Progressive Care Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74332G108 (CUSIP Number)* Charles M. Fernandez NextPlat Corp 3250 Mary St., Suite 410 Coconut Grove, FL 33133 (305) 560-53

Debt Modification Agreement, dated August 30, 2022, among Progressive Care, the Company, Charles M. Fernandez, Rodney Barreto, Daniyel Erdberg, and Sixth Borough Capital Fund, LP*

Exhibit 2 DEBT MODIFICATION AGREEMENT THIS DEBT MODIFICATION AGREEMENT (this ?Agreement?) is entered into as of August 30, 2022, by and among, Progressive Care Inc.

Progressive Care Announces Completion of Strategic Transaction with NextPlat

Exhibit 99.2 Progressive Care Announces Completion of Strategic Transaction with NextPlat MIAMI, FL ? September 6, 2022 ? Progressive Care Inc. (OTCQB:RXMD) (?Progressive Care? or the ?Company?), a personalized healthcare services and technology company, is excited to announce that it has successfully completed a recapitalization of its debt and a strategic investment by NextPlat Corp. (?NextPlat?

Placement Agency Agreement dated August 30, 2022 by and between the Company and Dawson James Securities (Incorporated by reference to Exhibit 10.6 to Form 8-K filed on September 6, 2022).

Exhibit 10.6 PLACEMENT AGENCY AGREEMENT Progressive Care Inc. 400 Ansin Blvd. Suite A. Hallandale Beach, FL. 33009 August 30, 2022 Ladies and Gentlemen: This letter (this ?Agreement?) constitutes the agreement between Progressive Care Inc., a Delaware corporation (the ?Company?) and Dawson James Securities, Inc. (?Dawson? or the ?Placement Agent?) pursuant to which Dawson shall serve as the exclus

Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 6, 2022).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of September 2, 2022, between Progressive Care, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purch

Debt Modification Agreement dated August 30, 2022, by and between the Company, NextPlat, Charles Fernandez, Rodney Barreto, Danivel Erdberg, and Sixth Borough Capital LLC.

Exhibit 10.5 DEBT MODIFICATION AGREEMENT THIS DEBT MODIFICATION AGREEMENT (this ?Agreement?) is entered into as of August 30, 2022, by and among, Progressive Care Inc., a Delaware corporation (the ?Company?) and NextPlat Corp, a Nevada corporation (?NextPlat?), Charles Fernandez (?Fernandez?), Rodney Barreto (?Barreto?), Daniyel Erdberg (?Erdberg?), and Sixth Borough Capital Fund LP, a Delaware li

Progressive Care Announces Successful Completion of Strategic Transaction with NextPlat.

Exhibit 99.1 Progressive Care Announces Successful Completion of Strategic Transaction with NextPlat. MIAMI, FL ? September 2, 2022 ? Progressive Care Inc. (OTCQB:RXMD) (?Progressive Care?or the ?Company?), a personalized healthcare services and technology company, is excited to announce that it has successfully completed transactions involving a recapitalization of its debt and a strategic invest

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Securities Purchase Agreement dated August 30, 2022 by and between the Company and NextPlat (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 6, 2022).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 30, 2022, between Progressive Care Inc., a Delaware corporation (the ?Company?), and NextPlat Corp, a Nevada corporation (including its successors and assigns, ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of

Confidential Note Purchase and Release Agreement dated August 30, 2022 by and between the Company, NextPlat, Iliad Research and Trading L.P., Pharmco, LLC, Charles Fernandez, Rodney Barreto, Daniyel Erdberg and Sixth Borough Capital Fund, LP (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on September 6, 2022).

Exhibit 10.4 CONFIDENTIAL PURCHASE AND RELEASE AGREEMENT THIS CONFIDENTIAL PURCHASE AND RELEASE AGREEMENT (this ?Agreement?) is entered into as of August 30, 2022, by and among, Iliad Research and Trading, L.P., a Utah limited partnership (?Iliad?), Progressive Care Inc., a Delaware corporation (the ?Company?), PharmCo, L.L.C., a Florida limited liability company (?PharmCo?), NextPlat Corp, a Neva

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction of Incorporation) (Commission F

Exchange Agreement (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on September 6, 2022).

Exhibit 10.3 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT, is dated as of August 30, 2022 (this ?Agreement?), by and between Progressive Care Inc., a Delaware corporation (the ?Company?) and Yelena Braslavskaya 2020 Gift Trust (?Holder?). WHEREAS, Holder owns an aggregate of 51 shares of the Company?s Series A Preferred Stock (the ?Series A Shares?), WHEREAS, the Company and Holder have agreed pursu

Progressive Care Reports Second Quarter 2022 Results Highlighted by 4% Growth to $10.0 Million in Revenue Core Prescription Revenue Growth of 13%

Exhibit 99.1 Progressive Care Reports Second Quarter 2022 Results Highlighted by 4% Growth to $10.0 Million in Revenue Core Prescription Revenue Growth of 13% Miami, FL ? August 12, 2022 ? Globe Newswire via NewMediaWire ? Progressive Care, Inc. (OTCQB: RXMD) (the ?Company?), a personalized healthcare services and technology provider, today announced financial and operational results for the three

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or Other Jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ? to ? Commission File Number: 000-52684 Progr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022. or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ? to ? Commission File Number: 000-52684 Prog

Standstill Agreement by and among the Company, Iliad Research and Trading, L.P., dated May 13, 2022

Exhibit 3.9 STANDSTILL AGREEMENT This Standstill Agreement (this ?Agreement?) is entered into as of May 13, 2022 by and between Iliad Research and Trading, L.P., a Utah limited partnership (?Lender?), and Progressive Care Inc., a Delaware corporation (?Borrower?). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below). A. Borro

As filed with the Securities and Exchange Commission on April 21, 2022.

As filed with the Securities and Exchange Commission on April 21, 2022. Registration No. 333- 260178 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 5912 32-0186005 (State or other jurisdiction of incorpora

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Progressive Care, Inc.

Information Statement

Exhibit 99.5 PROGRESSIVE CARE INC. April 7, 2022 Dear Future Progressive Care Inc. Stockholder: On behalf of Progressive Care Inc., it is my great privilege to welcome you as a future stockholder of our company. We invite you to learn more about our company by reading the enclosed information statement, which details our strategy and plans for near and long-term growth to generate value for our st

Stock Purchase Agreement by and among certain sellers and Company dates as of March 8, 2019

Exhibit 10.20

As Filed with the Securities and Exchange Commission on April 7, 2022

As Filed with the Securities and Exchange Commission on April 7, 2022 File No. 000-52684 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROGRESSIVE CARE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 32-0186005 (St

Amendment to Stock Purchase Agreement by and among certain sellers and Company dated as of November 1, 2019

Exhibit 10.21 AMENDMENT TO STOCKPURCHASE AGREEMENT by and among LAWRENCE PIZIK, RAAKHEE VYAS, WARREN PIZIK, DAVID SINGH, and MATTHEW REIK and PROGRESSIVE CARE, INC. dated as of November 1, 2019 AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the ?Amendment?) is entered into as of ,2019 (the ?Effective Date?) between PROGRESSIVE CARE, INC., a Delaware corporation (

PROGRESSIVE CARE INC. 400 Ansin Blvd, Suite A Hallandale Beach, FL 33009

CORRESP 1 filename1.htm PROGRESSIVE CARE INC. 400 Ansin Blvd, Suite A Hallandale Beach, FL 33009 April 7, 2022 Amy Geddes U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Progressive Care Inc. Registration Statement on Form 10-12G Filed February 9, 2022 File No. 000-52684 Dear Ms. Geddes: By letter dated March 9, 2022, the staff (the “Staff,” “you” or “your”) of

Settlement Agreement by and among the Company, Iliad Research and Chicago Ventures Partners, L.P. dated January 20, 2022

Exhibit 10.17 SETTLEMENT AGREEMENT, WAIVER AND RELEASE OF CLAIMS This Settlement Agreement, Waiver and Release of Claims (this ?Agreement?), dated January 20, 2022 (the ?Effective Date?), is entered into by and among Chicago Venture Partners, L.P., a Utah limited partnership (?CVP?), Iliad Research and Trading, L.P., a Utah limited partnership (?Iliad?, and together with CVP, ?Investors?), and Pro

Director Agreement between Joseph Ziegler and the Company dated as of December 9, 2021

Exhibit 10.19 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of January 1, 2022 (the “Agreement”), by and between Progressive Care, Inc., a Delaware corporation (the “Company”), and Joseph Ziegler, an individual with an address of [Address Redacted] (the “Director”). WHEREAS, the Company appointed the Director on December 9, 2021, and desires to enter into an agreement with the Director wit

Amended and Restated Employment Agreement by and between Armen Karapetyan and the Company, dated as of November 22, 2021

EX-10.13 5 ex10-13.htm Exhibit 10.13 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated November 22, 2021, and effective as of July 19, 2021 (the “Effective Date”) is between Progressive Care Inc., a Delaware corporation, and its wholly owned subsidiaries (the “Employer” or the “Company”), and Armen Karapetyan, an individual (“Employee”).

Information Statement

Exhibit 99.5 PROGRESSIVE CARE INC. February 9, 2022 Dear Future Progressive Care Inc. Stockholder: On behalf of Progressive Care Inc., it is my great privilege to welcome you as a future stockholder of our company. We invite you to learn more about our company by reading the enclosed information statement, which details our strategy and plans for near and long-term growth to generate value for our

As Filed with the Securities and Exchange Commission on February 9, 2022

As Filed with the Securities and Exchange Commission on February 9, 2022 File No. [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PROGRESSIVE CARE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 32-0186005 (State or Other Jur

Director Agreement between Birute Norkute and the Company dated as of December 9, 2021

Exhibit 10.18 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of January 1, 2022 (the ?Agreement?), by and between Progressive Care, Inc., a Delaware corporation (the ?Company?), and Birute Norkute, an individual with an address of [Address Redacted] (the ?Director?). WHEREAS, the Company appointed the Director on January 1, 2022, and desires to enter into an agreement with the Director with

Amended and Restated Executive Employment Agreement by and between Cecile Munnik and the Company, dated as of November 22, 2021

EX-10.11 3 ex10-11.htm Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 22, 2021 (the “Effective Date”) is between Progressive Care Inc., a Delaware corporation, and its wholly owned subsidiaries (the “Employer” or the “Company”), and Cecile Munnik an individual (“Employee”). R E C I T A L S: A. Company and E

Director Agreement between Alan Jay Weisberg and Progressive Care Inc., dated as of July 21, 2021

EX-10.15 7 ex10-15.htm Exhibit 10.15 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of July 21, 2021 (the “Agreement”), by and between Progressive Care, Inc., a Delaware corporation (the “Company”), and Alan Jay Weisberg, an individual with an address of [Address Redacted] (the “Director”). WHEREAS, the Company appointed the Director on January 22, 2013, and desires to enter into an agreeme

Employment Agreement by and between Carlos Rangel and the Company, dated as of November 22, 2021

Exhibit 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 22, 2021 (the “Effective Date”) is between Progressive Care Inc., a Delaware corporation, and its wholly owned subsidiaries (the “Employer” or the “Company”), and Carlos Rangel an individual (“Employee”). R E C I T A L S: A. Employee is knowledgeable with respect to the business of the Company. B. Comp

Share Exchange Agreement between the Company and Yelena Braslavskaya 2020 Gift Trust dated November 22, 2021

EX-10.16 8 ex10-16.htm Exhibit 10.16 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) is entered into on November 22, 2021 between Progressive Care, Inc., a Delaware corporation (the “Company”), and Yelena Braslavskya 2020 Gift Trust Dmitry Kristal Trustee (the “Shareholder”). RECITALS Shareholder is the sole record and beneficial owner of all 51 of the issued and outstand

Amended and Restated Executive Employment Agreement by and between Birute Norkute and the Company, dated as of November 22, 2021

EX-10.12 4 ex10-12.htm Exhibit 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of November 22, 2021 (the “Effective Date”) is between Progressive Care Inc., a Delaware corporation, and its wholly owned subsidiaries, (the “Employer” or the “Company”), and Birute Norkute an individual (“Employee”). R E C I T A L S: A. Company and

Amended and Restated Executive Employment Agreement by and between Alan Jay Weisberg and the Company, dated as of November 22, 2021

Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated November 22, 2021, and effective as of July 19, 2021 (the “Effective Date”) is between Progressive Care Inc., a Delaware Corporation, and its wholly owned subsidiaries (the “Employer” or the “Company”), and Alan Jay Weisberg, an individual (“Employee”). R E C I T A L S: A. Co

Letter regarding change in independent accountants issued by Berkowitz Pollack Brant

Exhibit 16.1 U.S. Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549 We have read the statements made by Progressive Care Inc. regarding the change in its independent registered public accounting firm, which we understand will be filed with the Securities and Exchange Commission in the Prospectus which is part of an Amendment No. 1 to Registration Statement on Form S-1 dated

As filed with the Securities and Exchange Commission on December 6, 2021.

As filed with the Securities and Exchange Commission on December 6, 2021. Registration No. 333- 260178 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 5912 32-0186005 (State or other jurisdiction of incorpo

Code of Business Conduct and Ethics

Exhibit 14.1 PROGRESSIVE CARE INC. Code of Business Conduct and Ethics The Board of Directors of Progressive Care Inc. (?Progressive Care? and, together with its subsidiaries, the ?Company?) has adopted this code of ethics (this ?Code?) to: ? promote honest and ethical conduct, including fair dealing and the appropriate handling of conflicts of interest; ? promote full, fair, accurate, timely and

Certificate of Correction dated September 26, 2019

Exhibit 3.7

Certificate of Amendment to the Certificate of Incorporation dated February 26, 2015

Exhibit 3.5

Executive Employment Agreement by and between Alan Jay Weisberg and the Company, dated as of October 15, 2020

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), dated as of October 15, 2020 (the ?Effective Date?) is between Progressive Care, Inc., a Delaware corporation (the ?Employer? or the ?Company?), and Alan Jay Weisberg, an individual (?Employee?). R E C I T A L S: A. Employee is knowledgeable with respect to the business of the Company B. Company desires to offer employment

Nominating and Corporate Governance Committee Charter

Exhibit 99.4 PROGRESSIVE CARE INC. Nominating and Corporate Governance Committee Charter Purpose The purpose of the Nominating and Corporate Governance Committee (the ?Committee?) is to: ? assist the Board of Directors (?Board?) by identifying individuals qualified to become Board members, consistent with criteria approved by the Board; ? recommend for the Board?s approval the slate of nominees to

Progressive Care Inc., Amended and Restated Bylaws

Exhibit 3.8

Corporate Governance Principles

Exhibit 99.1 PROGRESSIVE CARE INC. Corporate Governance Principles A. Introduction These Corporate Governance Principles established by the Board of Directors (?Board?) of Progressive Care Inc. (the ?Company?) provide a structure within which our directors and management can effectively pursue the Company?s objectives for the benefit of its stockholders. The Board intends that these principles ser

Audit Committee Charter

Exhibit 99.2 PROGRESSIVE CARE INC. Audit Committee Charter Purpose The purpose of the Audit Committee is to: ? oversee the accounting and financial reporting processes of Progressive Care Inc. and its operating subsidiaries (collectively, the ?Company?), systems of internal controls over financial reporting of the Company, and independent external audits of the Company?s consolidated financial sta

Executive Employment Agreement by and between by and between Birute Norkute and the Company, dated as of January 3, 2020

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of the 3rd day of January, 2020 (the ?Effective Date?), by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 400 Ansin Blvd, Ste A, Hallandale Beach, FL 33009 (the ?Corporation?) and BIRUTE NORKUTE, an individual residing at 2311 NE 174th St, Miami,

Promissory Note between Regions Bank and PharmCo, LLC, 400 Ansin Blvd, Hallandale Beach, FL, dated as of December 14, 2018

Exhibit 4.1

Promissory Note between 400Ansin LLC and the Company, 400 Ansin Blvd, Hallandale Beach, FL, dated as of December 14, 2018

Exhibit 4.2

Secured Convertible Promissory Note between Chicago Venture Partners, L.P. and the Company, dated as of January 2, 2019

Exhibit 4.3

Letter regarding change in independent accountants issued by Berkowitz Pollack Brant

Exhibit 16.1 U.S. Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549 We have read the statements made by Progressive Care Inc. regarding the change in its independent registered public accounting firm, which we understand will be filed with the Securities and Exchange Commission in the Prospectus which is part of an Amendment No. 2 to Registration Statement on Form S-1 dated

Consulting Agreement by and between the Company and Spark Financial Consulting, Inc. dated July 1, 2019

Exhibit 10.7 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this ?Agreement?) is entered into as of July 1, 2019, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the ?Company?) and SPARK FINANCIAL CONSULTING, INC., a Florida corporation, (the ?Consultant?). WHEREAS, the Company desires to engage Consultant to provide certain Services (as defined in Section 3 below) for compensation

Director Agreement between Jervis Hough and Progressive Care Inc., dated as of August 1, 2017

Exhibit 10.1 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of the 1st day of August, 2017 (the ?Agreement?), by and between Progressive Care, Inc., a Delaware corporation (the ?Company?), and Jervis Bennett Hough, an individual (the ?Director?). WHEREAS, the Board of Directors of the Company (the ?Board?) approved the appointment of the Director, and desires to enter into an agreement with

Compensation Committee Charter

Exhibit 99.3 PROGRESSIVE CARE INC. Compensation Committee Charter Purpose The basic purpose of the Compensation Committee (?Committee?) is to oversee the executive officer compensation programs of Progressive Care Inc. (the ?Company?). The Committee will provide this oversight through a process that supports the Company?s business objectives and incorporates sound corporate governance principles.

Certificate of Designations, Preferences and Rights of Series A Preferred Stock dated December 18, 2014

Exhibit 3.4

Certificate of Amendment to Certificate of Incorporation dated September 23, 2019

Exhibit 3.6

As filed with the Securities and Exchange Commission on October 8, 2021.

As filed with the Securities and Exchange Commission on October 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 5912 32-0186005 (State or other jurisdiction of incorporation or organization) (Pr

Membership Interest Purchase Agreement – Touchpoint RX, LLC dated as of March 30, 2018

Exhibit 10.6 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among W TOUCHPOINT RX INVESTORS, LLC FW TOUCHPOINT RX INVESTORS, LLC and PROGRESSIVE CARE, INC. dated as of March 30, 2018 Exhibits Exhibit A Form of Management Agreement Exhibit B Form of Noncompetition Agreement Exhibit C Form of Assignment of Membership Interests Exhibit D Form of Powers of Attorney Exhibit E Disclosure Schedules - 1 -

Director Agreement between Oleg Firer and Progressive Care Inc., dated as of September 20, 2017

Exhibit 10.2 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of the 19th day of September, 2017 (the ?Agreement?), by and between Progressive Care, Inc., a Delaware corporation (the ?Company?), and Oleg Firer, an individual (the ?Director?). WHEREAS, the Board of Directors of the Company (the ?Board?) approved the appointment of the Director, and desires to enter into an agreement with the D

Executive Employment Agreement by and between Cecile Munnik and the Company, dated as of October 15, 2020

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), dated as of October 15, 2020 (the ?Effective Date?) is between Progressive Care, Inc., a Delaware corporation, and its wholly owned subsidiaries, Pharmco LLC, Touchpoint LLC, and Family Physicians RX, Inc. (collectively, the ?Employer? or the ?Company?), and Cecile Munnik, an individual (?Employee?). R E C I T A L S: A. Emp

Certificate of Amendment of Certificate of Incorporation dated July 3, 2014

Exhibit 3.3

Secured Convertible Promissory Note between Iliad Research and Trading, L.P. and Progressive Care Inc., dated as of March 6, 2019

Exhibit 4.4

List of subsidiaries of Progressive Care Inc.

Exhibit 21.1 List of subsidiaries of Progressive Care Inc. Name of Subsidiary State of Organization PharmCo, LLC Florida Touchpoint RX, LLC (doing business as PharmCo Rx 1002, LLC) Florida Family Physicians RX, Inc. (doing business as PharmCoRx 1103) Florida ClearMetrX, Inc. Florida

Incentive Stock Plan

Exhibit 10.9 PROGRESSIVE CARE INC. STOCK INCENTIVE PLAN 1. ESTABLISHMENT, EFFECTIVE DATE AND TERM Progressive Care Inc., a Delaware corporation, hereby establishes the Progressive Care Inc. Stock Incentive Plan. The Effective Date of the Plan shall be the later of: (i) the date the Plan was approved by the Board, and (ii) the date the Plan was approved by stockholders of Progressive Care in accord

Progressive Care Inc., Certificate of Ownership and Merger of Progressive Care Inc. into Progressive Training, Inc. dated November 23, 2010

Exhibit 3.2

As confidentially submitted with the Securities and Exchange Commission on January 12, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

As confidentially submitted with the Securities and Exchange Commission on January 12, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), dated as of October 15, 2020 (the ?Effective Date?) is between Progressive Care, Inc., a Delaware corporation, and its wholly owned subsidiaries, Pharmco LLC, Touchpoint LLC, and Family Physicians RX, Inc. (collectively, the ?Employer? or the ?Company?), and Cecile Munnik, an individual (?Employee?). R E C I T A L S: A. Emp

EX-3.3

Exhibit 3.3

EX-4.4

Exhibit 4.4

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among W TOUCHPOINT RX INVESTORS, LLC FW TOUCHPOINT RX INVESTORS, LLC PROGRESSIVE CARE, INC. dated as of March 30, 2018

Exhibit 10.6 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among W TOUCHPOINT RX INVESTORS, LLC FW TOUCHPOINT RX INVESTORS, LLC and PROGRESSIVE CARE, INC. dated as of March 30, 2018 Exhibits Exhibit A Form of Management Agreement Exhibit B Form of Noncompetition Agreement Exhibit C Form of Assignment of Membership Interests Exhibit D Form of Powers of Attorney Exhibit E Disclosure Schedules - 1 -

U.S. Securities and Exchange Commission

Exhibit 16.1 U.S. Securities and Exchange Commission 100 F Street N.E. Washington, DC 20549 We have read the statements made by Progressive Care Inc. regarding the change in its independent registered public accounting firm, which we understand will be filed with the Securities and Exchange Commission in the Prospectus which is part of a Registration Statement on Form S-1 dated November 6, 2020. W

EX-4.2

Exhibit 4.2

EX-3.7

Exhibit 3.7

Power of Attorney (set forth on the Signature Page of the Registration Statement) (Incorporated by reference to Exhibit 24.1 to Form DRS S-1 filed on November 9, 2020).

As confidentially submitted with the Securities and Exchange Commission on November 6, 2020.

EX-3.6

Exhibit 3.6

DIRECTOR AGREEMENT

Exhibit 10.2 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of the 19th day of September, 2017 (the ?Agreement?), by and between Progressive Care, Inc., a Delaware corporation (the ?Company?), and Oleg Firer, an individual (the ?Director?). WHEREAS, the Board of Directors of the Company (the ?Board?) approved the appointment of the Director, and desires to enter into an agreement with the D

EX-3.8

Exhibit 3.8

EX-4.3

Exhibit 4.3

EX-4.1

Exhibit 4.1

EX-3.2

Exhibit 3.2

List of subsidiaries of Progressive Care Inc.

Exhibit 21.1 List of subsidiaries of Progressive Care Inc. Name of Subsidiary State of Organization PharmCo, LLC Florida Touchpoint RX, LLC (doing business as PharmCo Rx 1002, LLC) Florida Family Physicians RX, Inc. (doing business as PharmCoRx 1103) Florida ClearMetrX, Inc. Florida

CONSULTING AGREEMENT

Exhibit 10.7 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this ?Agreement?) is entered into as of July 1, 2019, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the ?Company?) and SPARK FINANCIAL CONSULTING, INC., a Florida corporation, (the ?Consultant?). WHEREAS, the Company desires to engage Consultant to provide certain Services (as defined in Section 3 below) for compensation

DIRECTOR AGREEMENT

Exhibit 10.1 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT is made as of the 1st day of August, 2017 (the ?Agreement?), by and between Progressive Care, Inc., a Delaware corporation (the ?Company?), and Jervis Bennett Hough, an individual (the ?Director?). WHEREAS, the Board of Directors of the Company (the ?Board?) approved the appointment of the Director, and desires to enter into an agreement with

EX-3.5

Exhibit 3.5

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of the 3rd day of January, 2020 (the ?Effective Date?), by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 400 Ansin Blvd, Ste A, Hallandale Beach, FL 33009 (the ?Corporation?) and BIRUTE NORKUTE, an individual residing at 2311 NE 174th St, Miami,

EX-3.4

Exhibit 3.4

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?), dated as of October 15, 2020 (the ?Effective Date?) is between Progressive Care, Inc., a Delaware corporation (the ?Employer? or the ?Company?), and Alan Jay Weisberg, an individual (?Employee?). R E C I T A L S: A. Employee is knowledgeable with respect to the business of the Company B. Company desires to offer employment

Progressive Care FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-52684 Progressive Care, Inc. (Exact name of registrant as specified in i

RXMD / Progressive Care, Inc. / White Gregory L Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Progressive Care Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 60741C101 (CUSIP Number) Gregory L. White 34 School Street Dedham, MA 02026 (617) 233-6160 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Jan

Membership Interest Exchange Agreement, dated January 5, 2015 (filed as Exhibit 10.1 to Form 8-K filed on January 9, 2015)

Exhibit 10.1 MEMBERSHIP INTEREST EXCHANGE AGREEMENT THIS MEMBERSHIP INTEREST EXCHANGE AGREEMENT (this "Agreement"), dated January 5, 2015, is made by and among: PHARMCO, LLC, a Florida limited liability company ("PharmCo"), CAREMED PHARMACY, LLC, a Florida limited liability company ("CareMed"), PROGRESSIVE CARE, INC., a Delaware corporation ("Progressive"), PHARMCO ACQUISITION CORP. ("PAC"), J3L H

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2014 PROGRESSIVE CARE, INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission F

SETTLEMENT AGREEMENT AND STIPULATION

Exhibit 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and Stipulation, dated as of August 22, 2014 (the "Agreement"), by and between plaintiff Tarpon Bay Partners LLC ("TARPON"), and defendant PROGRESSIVE CARE, INC. (the "Company") BACKGROUND: WHEREAS, the Company has bona fide outstanding liabilities in a principal amount of not less than $1,826,005.16; and, WHEREAS, these o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2014 progressive CARE, INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA

Exhibit 10.2 IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA TARPON BAY PARTNERS, LLC, Plaintiff, v. PROGRESSIVE CARE, INC., Defendant. / CASE NO. 201-CA-001680 AMENDED ORDER GRANTING APPROVAL OF SETTLEMENT AGREEMENT AND STIPULATION This matter came before the Court on August 25, 2014, for a hearing on Plaintiff's Amended Motion for Approval of Settlement Agreem

- FORM NT-10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52684 CUSIP NUMBER 74332G108 (Check one): o Form 10-K o Form 20-F o Form 11-K ý Form 10-Q Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 20

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2013 PROGRESSIVE CARE INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction (Commission File Number) (IRS Emplo

FIRST AMENDMENT TO CERTAIN AGREEMENTS

Exhibit 10.1 FIRST AMENDMENT TO CERTAIN AGREEMENTS This FIRST AMENDMENT TO CERTAIN AGREEMENTS (the “Amendment”) is dated effective as of the 1st day of May, 2013, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (“TCA”). RECITALS WHEREAS, TCA made a loan (the “Loan”) to the Company in the amou

REPLACEMENT, AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT OR APPLICABLE STATE

ACKNOWLEDGMENT AND AFFIRMATION OF GUARANTY

Exhibit 10.2 ACKNOWLEDGMENT AND AFFIRMATION OF GUARANTY This ACKNOWLEDGMENT AND AFFIRMATION OF GUARANTY (the “Acknowledgment”) is dated effective as of the 1st day of May, 2013, by PHARMCO, L.L.C., a Florida limited liability company (“Guarantor”), in favor of and for the benefit of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”). RECITALS WHEREAS, PROGRESSIVE CARE, INC., a Delaware corporation (the “Bo

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2013 PROGRESSIVE CARE INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction (Commission File Number) (IRS Emplo

551 NW 77th Street Suite 201 ● Boca Raton, FL 33487 Phone: (561) 864-4444 ● Fax: (561) 892-3715 www.bermancpas.com● infoebermancpas.com Registered with the PCAOB● Member AICPA Center for Audit Quality Member American Institute of Certified Public Acc

Exhibit 16.1 May 24, 2013 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Progressive Care, Inc. File Reference No. 000-52684 We have read Progressive Care Inc.'s statements included in Item 4.01 on Form 8-K. We agree with such statements made regarding our firm. We consent to the filing of this letter as an exhibit to the foregoing repor

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52684 CUSIP NUMBER 74332G108 (Check one): o Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31,

Quarterly Report - QUARTERLY REPORT

f10q0912a1progressive.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No, 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Comm

- ANNUAL REPORT EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52684 CUSIP NUMBER 74332G108 (Check one): ý Form 10-K o Form 20-F o Form 11-K Form 10-Q Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31,

Annual Report - ANNUAL REPORT AMENDMENT

f10k2011a1progressive.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2011 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-52684 Progressive

Quarterly Report - QUARTERLY REPORT

f10q0612a1progressive.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commissio

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No, 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care Inc.

Annual Report - ANNUAL REPORT AMENDMENT

f10k2011a1progressive.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2011 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-52684 Progressive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2013 PROGRESSIVE CARE INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction (Commission (IRS Employer of in

February 5, 2013

Exhibit 99.1 February 5, 2013 To the Members of the Board of Progressive Care, Inc. Dear Sirs: This letter shall serve as notice that effective immediately, I hereby resign from my position as Chief Compliance Officer with Progressive Care, Inc. (the "Company"), and all other positions to which I have been assigned, regardless of whether I served in such capacity, of the Company. The resignation i

Annual Report - ANNUAL REPORT

f10k2010a2progressivecare.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-52684 Progressive Care Inc. (Exact name of regis

Alan Jay Weisberg, CFO

Exhibit 99.2 TO: Alan Jay Weisberg, CFO Shital Parikh, COO Progressive Care, Inc. Board of Directors Shareholders 01/21/2013 I thank each and every one of you for the opportunity to sit as Chairman of the Board. Regrettably, I must resign my position as Chairman of the Board effective immediately. I will, however, continue to retain my position as Chief Compliance Officer and look forward to worki

Progressive Care Inc

Exhibit 99.1 01/17/2013 Progressive Care Inc 1111 Park Center Blvd Ste 202 Miami Gardens FL, 33162 To The Board of Directors Please accept this letter as my two-week notice of resignation. My last day of work will be Jan 25th, 2013. It's been a wonderful 5 month experience working with Progressive Care. I have decided to relocate back to New York. I have enjoyed working with each and every one of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2013 PROGRESSIVE CARE, INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction (Commission File Number) (IRS

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care Inc.

Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2012 PROGRESSIVE CARE, INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction (Commission File Number) (IRS

- QUARTERLY EXTENSION FOR THE PERIOD ENDING 09/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52684 CUSIP NUMBER 74332G 10 8 (Check one): o Form 10-K o Form 20-F o Form 11-K ý Form 10-Q Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement") is entered into as of September 1, 2012, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the "Company") and SPARK FINANCIAL CONSULTING, INC., a Florida corporation, (the "Consultant"). WHEREAS, the Company desires to engage Consultant to provide certain Services (as defined in Section 3 below) for compens

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2012 PROGRESSIVE CARE, INC. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commissio

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 27th day of August, 2012 (the “Effective Date”), by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 1111 Park Center Blvd, Suite 202, Miami Gardens, FL 33169 (the “Corporation”) and AVRAHAM FRIEDMAN, an individual residing at 1112 NE 176th

PROGRESSIVE CARE INC. ANNOUNCES NEW EXECUTIVE OFFICERS

Exhibit 99.1 PROGRESSIVE CARE INC. ANNOUNCES NEW EXECUTIVE OFFICERS Miami, FL – August 30, 2012 (Marketwire) - Progressive Care, Inc. (OTC.BB: RXMD.OB - News) and its subsidiary Pharmco, LLC (“PharmCo”), a provider of retail prescription pharmaceuticals services, specializing in anti-retroviral patient care, long term care and durable medical equipment announced today that it has hired Mr. Vernon

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2012 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission F

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 27th day of August, 2012 (the “Effective Date”), by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 1111 Park Center Blvd, Suite 202, Miami Gardens, FL 33169 (the “Corporation”) and SHITAL PARIKH, an individual residing at 3029 NE 188th St,

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 27th day of August, 2012 (the “Effective Date”), by and between PROGRESSIVE CARE INC., a Delaware corporation with offices at 1111 Park Center Blvd, Suite 202, Miami Gardens, FL 33169 (the “Corporation”) and VERNON WATSON, an individual residing at 1335 Cambria St,

-

August 27, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care Inc.

- QUARTERLY EXTENSION FOR THE PERIOD ENDING 06/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

-

July 16, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.

-

July 11, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2012 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission Fil

-

June 7, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2012 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission File

-

May 24, 2012 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Quarterly Report - FORM 10Q 3/31/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care Inc.

- FORM 10-Q EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”) is made as of this 30th day of March, 2012, by and between PHARMCO, L.L.C., a Florida limited liability company (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”). RECITALS WHEREAS, Secured Party made a loan (the “Loan”) in favor of Progressive Care, Inc., a

GUARANTY AGREEMENT

Exhibit 10.1 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is dated as of March 30, 2012 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by PHARMCO, L.L.C., a Florida limited liability company (the “Guarantor”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP (“TCA”). WHEREAS, TCA made a loan (the “Loan”) in favor of Progressive Care, Inc.

COMMITTED EQUITY FACILITY AGREEMENT

Exhibit 10.1 COMMITTED EQUITY FACILITY AGREEMENT This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 30th day of March, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”). RECITALS WHEREAS, the parties desire that, upon the terms and subject to the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2012 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2012 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 000-52684 32-0186005 (State or other jurisdiction of incorporation) (Commission Fi

SECURITY AGREEMENT

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (“Agreement”) is made as of this 30th day of March, 2012, by and between PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”). RECITALS WHEREAS, the Secured Party has made a loan (the “Loan”) to the Company in the amount of Fiv

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.3 NEITHER THIS NOTE NOR THE SECURITIES THAT ARE ISSUABLE TO THE HOLDER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED:

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of March, 2012 by and between PROGRESSIVE CARE, INC., a Delaware corporation (the “Company”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”). WHEREAS, in connection with the Committed Equity Facility Agreement by an

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-52684 Progressive Care Inc. (Exact name of registrant as specified in its charter) Delaware 32-018600

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2011 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number: 000-52684 Progressive Care, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K /A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K /A (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from June 1, 2010 to December 31, 2010 Commission file number: 000-52684 Progressive Care, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K xForm 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2011 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from June 1, 2010 to December 31, 2010 Commission file number: 000-52684 Progressive Care, Inc. (Exa