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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 3, 2024
NATURE’S MIRACLE HOLDING INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41977 | 88-3986430 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 858 N Central Ave Upland, CA |
91786 | |
| (Address of registrant’s principal executive office) | (Zip code) |
(949) 798-6260
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | NMHI | The Nasdaq Stock Market LLC | ||
| Warrants to purchase Common Stock, at an exercise price of $11.50 per share | NMHIW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On July 3, 2024, Nature’s Miracle Holding Inc (the “Company”) entered into four convertible note investment agreements (the “Agreements”) with certain investors named thereto (the “Investors”), in a private placement (the “Private Placement”) of the Company’s unsecured convertible notes (“Notes”) for aggregate gross proceeds of $410,000. Each of the Agreements contained customary terms, representations and warranties by the parties for offerings of similar sizes. The Notes have an interest of 12% per annum, and a maturity date that is six months from the date of issuance. The Investors may also choose to convert the accumulated principal amount and interest outstanding on the maturity date to shares of the common stock of the Company at a conversion price of $0.442, subject to adjustments.
Pursuant to the Agreements, if the Investor elects to receive shares of the Company, the Company agreed that within three business days of such conversion, the Company shall file a registration statement on Form S-1 providing for the resale by the Investors of the shares.
The foregoing description of the Agreements is a summary and is qualified in its entirety by reference to the form of the Agreement filed herein as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Convertible Notes Investment Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 9, 2024
| NATURE’S MIRACLE HOLDING INC. | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
www.nature-miracle.com
Convertible Notes Investment Agreement
Party A:
Nature’s Miracle Holding Inc. (the “Company”)
Address: 3281 E. Guasti Road Suite 175 Ontario, CA 91761
Party B:
Address:
Whereas the Investors will invest $[ ] in the Company through the purchase of Convertible Notes, the Company agrees to issue such Convertible Notes based on the following terms and conditions. The parties hereby agree as follows:
1. Transaction Overview
| ● | Issuer: Nature’s Miracle Holding Inc. (NMHI) |
| ● | Investment Amount: [ ] |
| ● | Notes Type: Unsecured Convertible Notes |
2. Convertible Notes Terms
| ● | Currency: USD |
| ● | Principal Amount: $400,000 |
| ● | Interest: 12% per annum, payable at maturity |
| ● | Maturity Date: 6 months |
| ● | Conversion Price: $0.442 per share (calculated as 85% of the closing price on 7/1/2024, which is $0.52). Convertible in full at any time after settlement. The conversion price will be adjusted for dividends and stock splits, but will not include securities issued in connection with the proposed merger transaction between the Company and a special purpose acquisition company. |
| ● | Principal Repayment and Conversion: The Company shall repay the principal and accumulated interest after six months. If the Investor chooses to convert, the number of shares will be calculated by dividing the principal plus accumulated interest by $0.442. |
| ● | Registration: If the Investor chooses to convert the Notes upon maturity, the Company must file a registration statement on Form S-1 with the Securities and Exchange Commission (SEC) within three business days of such conversion to register the shares issued upon conversion. Failure to do so will be considered a default. Once registered, the shares will be freely tradable with no lock-up period. All investors are deemed to act in concert and must initiate conversion for all the underlying shares simultaneously in a single transaction. Once registered, the shares will be freely tradable with no lock-up period. |
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
www.nature-miracle.com
3. Payment Terms:
| ● | Payment: The Investor will pay $[ ] upon signing this Agreement and the remaining $[ ] in [ ] business days. |
4. Debt and Contingent Liabilities Disclosure
| ● | Debt Disclosure: The Company must fully and accurately disclose its existing debts and contingent liabilities at the time of signing this Agreement. During the term of the Notes, the Company must promptly disclose any new debts and contingent liabilities, including borrowings, guarantees, and lawsuits (completion of quarterly reports will fulfill this requirement). |
| ● | Periodic Reporting: While the Convertible Note is outstanding, the Company will regularly submit quarterly and annual reports to the SEC and provide schedules to the Investor. |
5. Internal Compliance Document Disclosure
| ● | Document Disclosure: At the time of signing this Agreement, the Company must provide the Investor with all internal compliance documents related to this convertible Notes issuance, including but not limited to: |
| ◦ | Board Resolution: Approving the issuance of convertible Notes, specifying the terms and conditions. |
6. Guarantee
| ● | Guarantor: The “Guarantor” referred to in this clause is Tie “James” Li and Zhiyi “Jonathan” Zhang. |
| ● | Scope of Guarantee: The Guarantor will provide an unlimited joint and several liability guarantees for the repayment of $[ ] convertible Notes (principal and interest) issued by the Company under this Agreement should the investors choose not to convert the Notes into NMHI commons shares before the expiration of the Notes. |
| ● | Term of Guarantee: This guarantee will be effective from the date of issuance of the convertible Notes until the principal and interest are fully repaid or when the Notes are being converted into NMHL common shares. |
| ● | Execution of Guarantee: If the Company fails to fulfill its debt obligations, the Investor has the right to seek remedy from the Guarantor, requiring the Guarantor to fulfill the guarantee obligations. |
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
www.nature-miracle.com
| ● | Guarantor’s Representations and Warranties: |
| ◦ | The Guarantor represents that they have the legal authority and capacity to sign this guarantee clause. |
| ◦ | The Guarantor must provide proof of their financial status to ensure their ability to fulfill the guarantee obligations. |
| ● | Default Clause: If the Company fails to repay the principal and interest or fulfill the conversion obligations on time, it will be considered a default. The Investor has the right to claim repayment from the Guarantor. |
| ● | Notice Clause: The Investor must send a written notice to the Guarantor, including specific details of the default and the claim for remedy. The notice must be sent by registered mail or other mutually agreed methods and will be considered effective on the seventh business day after sending. |
| ● | Severability Clause: This guarantee clause is independent of other clauses in the Agreement. Even if some clauses of the Agreement become invalid, the guarantee clause will remain effective. |
7. Legal Compliance and Governing Law
| ● | Compliance: The Company confirms that it has complied with all applicable federal and state laws, including but not limited to securities laws and corporate governance regulations. The Company commits to continuous compliance to ensure the legality of this transaction. |
| ● | Governing Law: This Agreement is governed by the laws of California. Any disputes arising from this Agreement must be submitted to the courts of California for resolution. |
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning this transaction and supersedes any prior oral or written agreements. No modifications to this Agreement will be valid unless made in writing and signed by both parties.
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
www.nature-miracle.com
| Signature Pages: | ||
| Guarantors: | ||
| Tie “James” Li | Zhiyi “Jonathan” Zhang | |
| Date: |
| Nature’s Miracle Holding Inc: | ||
| Name: | Tie “James” Li | |
| Position: | CEO | |
| Investors: | ||
| Name: | $[ ] | |
| Date: | ||
3281 E. Guasti Road, Suite 175
Ontario, CA 91761
www.nature-miracle.com
Appendix
Board Resolution