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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):
September 19, 2025
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) |
3281 E. Guasti Road, Suite 175
Ontario, CA 91761 |
|
91761 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
(909) 218-4601
(Registrant’s telephone number, including
area code)
Not Applicable
(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: None
Securities registered pursuant to Section
12(g) of the Act:
| Title for each class |
|
Trading Symbol(s) |
| Common Stock, par value $0.0001 per share |
|
NMHI |
| Warrants to purchase Common Stock, at an exercise price of $11.50 per share |
|
NMHIW |
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.
Securities Purchase Agreement with Y. K. Capital
Management, Inc.
On September 19, 2025, Nature’s
Miracle Holding Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with Y. K. Capital Management, Inc. (the “Series D Investor”), whereby the Series D Investor agreed to purchase 2,000
shares of Series D preferred stock, $0.0001 par value per share (the “Series D Shares”), at a purchase price of $1,000
per Series D Share. On the initial closing, the Series D Investor purchased five hundred (500) Series D Shares for a purchase price of
$500,000. The second closing will be for the purchase of five hundred (500) Series D Shares for the aggregate purchase price of $500,000
before October 30, 2025 and the third and final closing will be for the purchase of one thousand (1,000) Series D Shares for the aggregate
purchase price of $1,000,000 prior to the Company’s application for uplisting to the NYSE or Nasdaq.
The Series D Shares have a
stated value of $1,000 per share (the “Stated Value”), and shall bear dividends at the rate of 8% per annum, for so
long as the Series D Shares have not been redeemed or converted. The Series D Shares are convertible into shares of Common Stock of the
Company at a conversion price of $0.1180 (the “Conversion Price”) as set forth in in the Certificate of Designations,
to be filed with the State of Delaware (the “Certificate of Designations”). The Series D Investor shall not convert
into Common Stock any amount of Series D Shares which would render the holder having more than 4.99% of the total outstanding shares of
common stock of the Company.
The foregoing description
of the Purchase Agreement, does not purport to be complete and are qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Securities Purchase Agreement with GHS Investments
LLC.
On October 10, 2025, Nature’s
Miracle Holding Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with
GHS Investments, LLC, a Nevada limited liability company (the “Series A Investor”) (the “Investor”),
whereby the Investor agreed to purchase 50 shares of the Company’s existing Series A preferred stock, $0.0001 par value per share
(the “Series A Shares”), in consideration of the Series A Investor’s consent for the Company to enter into previously
disclosed transactions including: (A) creating the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series
D Convertible Preferred Stock, (B) issuing 5,000 shares of the Series B Stock (which contain 20-1 super voting rights), 9,500 shares of
the Series C Stock in a transaction pursuant to which the Company will acquire certain assets owned by James Li, the Company’s Chief
Executive Officer, and (C) issuing a promissory note in favor of an affiliate of James Li in the aggregate principal amount of $3,000,000.
The Series A Shares have a
stated value of $1,200 per share (the “Stated Value”), and bear dividends at the rate of 12% per annum, for so long
as the Series A Shares have not been redeemed or converted. The Series A Shares are convertible into shares of Common Stock of the Company
at a conversion price of $0.112 (the “Conversion Price”) as set forth in in the Certificate of Designations previously
filed with the State of Delaware. The Investor shall not convert into Common Stock any amount of Series A Shares which would render the
holder having more than 4.99% of the total outstanding shares of common stock of the Company.
The foregoing description
of the SPA, does not purport to be complete and are qualified in its entirety by reference to the full text of the SPA, a copy of which
is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided above in Item 1.01 above
is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered
Sales of Equity Securities
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated in its entirety into this Item 3.02. The securities
as described herein, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and were offered and sold in reliance upon the exemption from the registration requirements under Section 4(a)(2) under the Securities
Act and/or Regulation D promulgated thereunder.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
The disclosure provided above in Item 1.01 above
is incorporated by reference into this Item 5.03.
Amendment No. 1 to Certificate of Designations
for the Series A Preferred Stock
On October 7, 2025, pursuant
to the SPA, the Company filed Amendment No. 1 to the Certificate of Designations for the Series A Preferred Stock, solely to increase
the number of designated shares of Series B Preferred Stock from 250 to 300.
Certificate of Designations for the Series
D Preferred Stock
On September 30, 2025, pursuant
to the Purchase Agreement, the Company filed the Certificate of Designations for the Series D Preferred Stock, and to correct certain
discrepancies in the previously filed Certificate of Designations for the Series D Preferred Stock, on October 7, 2025, the Company filed
Amendment No. 1 to the Certificate of Designations for the Series D Preferred Stock (together the “Certificate of Designations”),
with the Secretary of State of the State of Delaware for the purpose of establishing and designating the Series D Preferred Stock.
The following is a general
description of the principal terms of the Series D Preferred Stock:
The Certificate of Designations
designates a total of 2,000 shares of Series D Preferred Stock with a conversion price of $0.1180 (the “Conversion Price”),
which is subject to adjustment as provided in the Certificate of Designations. The Series D Preferred Stock has a stated value of $1,000
per share (the “Stated Value”). Each share of Series D Preferred Stock is convertible into shares of Common Stock any
time at the option of the holder thereof, from and after the date on which the number of the Company’s authorized shares of Common
Stock has been increased to no less than 300,000,000, into that number of shares of Common Stock determined by dividing the Stated Value
of such share of Series D Preferred Stock by the Conversion Price, subject to adjustment as provided in the Certificate of Designations.
The Series D Preferred Stock will vote together with the Common Stock. Each share of Series D Preferred Stock has a number of votes equal
to the number of shares of Common Stock the Series D Preferred Stock is convertible into. In connection with any liquidation, dissolution
or winding-up of the Company, whether voluntary or involuntary, or in the event of a Fundamental Transaction (as defined in the Certificate
of Designations for the Series D Preferred Stock), the Series D Preferred Stock will automatically convert into that number of shares
of Common Stock determined by dividing the Stated Value of such share of Series D Preferred Stock by the Conversion Price as of immediately
prior to the liquidation or Fundamental Transaction.
The
foregoing descriptions of (i) Amendment No. 1 to the Certificate of Designations for the Series A Preferred Stock, (ii) the Certificate
of Designations for the Series D Preferred Stock, and (iii) Amendment No. 1 to the Certificate of Designations for the Series D Preferred
Stock do not purport to be complete and are qualified in their entirety by reference to the form of (i) Amendment No. 1 to the Certificate
of Designations for the Series A Preferred Stock, (ii) the Certificate of Designations for the Series D Preferred Stock, and (iii) Amendment
No. 1 to the Certificate of Designations for the Series D Preferred Stock which are filed as Exhibits 3.1, 3.2 and 3.3, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Amendment No. 1 Certificate
of Designation for the Series A Preferred Stock |
| 3.2 |
|
Certificate of Designation
for the Series D Preferred Stock |
| 3.3 |
|
Amendment No. 1 to Certificate
of Designation for the Series D Preferred Stock |
| 10.1 |
|
Securities Purchase Agreement
dated September 19, 2025 |
| 10.2 |
|
Securities Purchase Agreement
dated October 10, 2025 |
| 104 |
|
Cover Page Interactive
Data File (formatted in Inline XBRL). |
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: October 10, 2025
| NATURE’S MIRACLE HOLDING INC. |
|
| |
|
| By: |
/s/ Tie (James) Li |
|
| Name: |
Tie (James) Li |
|
| Title: |
Chief Executive Officer |
|
