Nature’s Miracle settles note dispute with lender

Nature’s Miracle Holding Inc. entered into a Settlement Agreement with 1800 Diagonal Lending LLC to resolve litigation over defaults under several convertible promissory notes.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nature’s Miracle Holding Inc. entered into a Settlement Agreement with 1800 Diagonal Lending LLC to resolve litigation over defaults under several convertible promissory notes. Claims with an asserted aggregate indebtedness of approximately $791,323.32, plus interest, were settled for a reduced $575,000 settlement amount.

The Settlement Amount will be satisfied through cash payments and conversion rights under certain notes. The Company agreed to reserve 222,000,000 shares of common stock for 1800 Diagonal and to increase its authorized share capital, reserving additional shares as needed by July 31, 2026. If the Company defaults on payments or share-reserve obligations, 1800 Diagonal may seek judgment for the full asserted amount and permanent injunctive relief, while full payment or conversion will lead to note cancellation and dismissal of the action.

Insights

NMHI trades litigation liability for a discounted cash-and-equity settlement with strict share-reserve terms.

Nature’s Miracle resolved a dispute with 1800 Diagonal Lending LLC by agreeing to a $575,000 Settlement Amount versus approximately $791,323.32 of asserted indebtedness under convertible promissory notes. Payment will combine cash and conversions, shifting part of the liability into equity exposure.

The Company must reserve 222,000,000 shares immediately and increase authorized capital to meet note reserve requirements by July 31, 2026. These obligations, plus court-retained jurisdiction, create ongoing compliance pressure. A default could restore exposure up to the full asserted amount and enable continued conversions under the notes.

Investors may focus on how the Company manages cash obligations and share availability as it approaches the July 31, 2026 deadline, since execution on these terms determines whether the notes are ultimately cancelled and the litigation fully dismissed.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Asserted indebtedness under notes: $791,323.32 plus interest Settlement Amount: $575,000 Share reserve for lender: 222,000,000 shares +3 more

6 metrics

Asserted indebtedness under notes $791,323.32 plus interest Claims relating to July, September, October and December 2025 notes

Settlement Amount $575,000 Reduced settlement to resolve claims with 1800 Diagonal

Share reserve for lender 222,000,000 shares Common stock reserved exclusively for 1800 Diagonal upon settlement execution

Reserve compliance deadline July 31, 2026 Date by which authorized shares must be increased and additional reserves maintained

Common stock par value $0.0001 per share Par value of Nature’s Miracle common stock

Warrant exercise price $11.50 per share Exercise price of warrants to purchase common stock (NMHIW)

Key Terms

Settlement Agreement, temporary restraining order, preliminary injunction, convertible promissory notes, +2 more

6 terms

Settlement Agreement financial

"entered into a Settlement Agreement (the “Settlement Agreement”) with 1800 Diagonal"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

temporary restraining order regulatory

"the Court previously granted 1800 Diagonal’s motion for a temporary restraining order"

A temporary restraining order is a short-term court order that temporarily stops a person or company from doing a specific action until a judge can hold a fuller hearing. For investors it matters because it can immediately pause deals, operations, asset transfers or product rollouts—like hitting a legal “pause” button—creating uncertainty about revenue, timelines and the value of affected securities.

preliminary injunction regulatory

"and preliminary injunction instructing the Company to restore and maintain"

A preliminary injunction is a court order that temporarily stops a party from taking certain actions while a legal case is ongoing. It’s like a warning sign that prevents someone from moving forward with plans that could cause harm or unfair advantage until the court makes a final decision. For investors, it signals that there may be unresolved legal issues affecting the parties involved, which can impact a company's operations or value.

convertible promissory notes financial

"alleging defaults under certain convertible promissory notes issued by the Company"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

emerging growth company regulatory

"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What litigation did Nature’s Miracle (NMHI) settle with 1800 Diagonal Lending?

Nature’s Miracle settled an action brought by 1800 Diagonal Lending LLC over alleged defaults under several convertible promissory notes. The dispute was before the U.S. District Court for the Eastern District of Virginia and had previously resulted in temporary injunctive relief affecting share reserves and stock issuances.

How much debt is covered by the Nature’s Miracle (NMHI) Settlement Agreement?

The Settlement Agreement addresses claims tied to an asserted aggregate indebtedness of approximately $791,323.32, plus accrued and default interest, under several notes. These obligations are being resolved for a reduced $575,000 Settlement Amount through cash payments and conversion rights under certain of the notes.

What is the settlement amount Nature’s Miracle (NMHI) agreed to pay 1800 Diagonal?

Nature’s Miracle agreed to a Settlement Amount of $575,000 with 1800 Diagonal Lending LLC. This amount will be satisfied via a mix of cash payments and conversions under specified notes, replacing a larger asserted indebtedness while still imposing meaningful cash and equity obligations on the company.

How many shares must Nature’s Miracle (NMHI) reserve for 1800 Diagonal under the settlement?

Upon executing the Settlement Agreement, Nature’s Miracle committed to reserve 222,000,000 shares of common stock exclusively for 1800 Diagonal. The company also agreed to increase authorized share capital and reserve further shares as required by the notes’ conversion-reserve provisions by July 31, 2026.

What happens if Nature’s Miracle (NMHI) defaults under the Settlement Agreement?

If Nature’s Miracle defaults by missing payments or failing to maintain required share reserves, 1800 Diagonal may seek judgment for the full amount asserted in the action, credited for amounts already paid or converted. It may also seek permanent injunctive relief allowing continued conversions under the applicable notes.

When will the notes and lawsuit involving Nature’s Miracle (NMHI) be cancelled or dismissed?

The notes covered by the Settlement Agreement will be deemed satisfied and cancelled, and the related court action dismissed, once the $575,000 Settlement Amount is fully paid or converted under the agreement’s terms. Until then, the court retains jurisdiction to enforce the settlement provisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 08:14 PM

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 19, 2026

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.

On May 19, 2026, Nature’s Miracle Holding Inc., a Delaware corporation (the “Company”), entered into a Settlement Agreement (the “Settlement Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), to amicably resolve claims asserted by 1800 Diagonal in an action (the “Action”) before the United States District Court for the Eastern District of Virginia (the “Court”) alleging defaults under certain convertible promissory notes issued by the Company to 1800 Diagonal on July 30, 2025 (the “July Note”), September 19, 2025 (the “September Note”), October 1, 2025 (the “October Note”) and December 10, 2025 (the “December Note” and, collectively, the “Notes”). In connection with the Action, the Court previously granted 1800 Diagonal’s motion for a temporary restraining order and preliminary injunction instructing the Company to restore and maintain, as provided for in the Notes, required reserves of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable upon exercise of certain conversion rights under the Notes, and restricting transfers and issuances of Common Stock pending restoration of such share reserves.

Under the Settlement Agreement, the parties agreed to settle claims relating to the Notes with an asserted aggregate indebtedness of approximately $791,323.32, plus accrued and default interest, for a reduced settlement amount of $575,000 (the “Settlement Amount”), payable through a combination of cash payments and conversion rights under certain of the Notes.

Pursuant to the Settlement Agreement:

●

approximately $35,000 of the Settlement Amount is attributable to the July Note, under which 1800 Diagonal retains conversion rights;

●

approximately $225,000 is attributable to the September Note and is payable in installments through November 15, 2026;

●

approximately $100,000 is attributable to the October Note, including an initial payment of $50,000 due within five (5) business days following execution of the Settlement Agreement and an additional $50,000 payment due on or before June 15, 2026; and

●

approximately $215,000 is attributable to the December Note, under which 1800 Diagonal retains conversion rights.

The Settlement Agreement also requires the Company to maintain specified share reserves for the benefit of 1800 Diagonal in connection with the conversion rights under the applicable Notes. Upon execution of the Settlement Agreement, the Company agreed to reserve 222,000,000 shares of Common Stock for the sole and exclusive benefit of 1800 Diagonal and further agreed to increase its authorized share capital and to reserve additional shares as necessary to satisfy the reserve requirements under the Notes on or before July 31, 2026.

The Settlement Agreement provides that, upon an event of default by the Company, including failure to make required payments or maintain required share reserves, 1800 Diagonal may seek entry of judgment against the Company for the full amount asserted in the Action, subject to credit for amounts previously paid or converted, and may seek permanent injunctive relief permitting continued conversion under the applicable Notes.

The Settlement Agreement further provides that the Court will retain jurisdiction to enforce the Settlement Agreement and that upon full payment or conversion of the Settlement Amount in accordance with the Settlement Agreement, the applicable Notes will be deemed satisfied and cancelled and the Action will be dismissed.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement Agreement dated May 19, 2026
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: May 27, 2026

NATURE’S MIRACLE HOLDING INC.

By:	/s/ Tie (James) Li
Name:	Tie (James) Li
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 SETTLEMENT AGREEMENT DATED MAY 19, 2026 25.8 KB

Nature’s Miracle settles note dispute with lender

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