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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 18, 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.
Membership Interest Purchase Agreement
On September 18, 2025, Nature’s
Miracle Holding Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)
with Big Lake Capital LLC (“Big Lake”), pursuant to which, the Company agreed to purchase from Big Lake all of the membership
interests of Zak Properties, LLC, an Ohio limited liability company (“Zak Properties”), which in turn owns certain real property
located in the State of Ohio, commonly known as 405 Madison Ave. The Company’s Chief Executive Officer and Chairman, Tie (James)
Li, is the sole member of Zak Properties prior to the sale. The purchase price for Zak Properties (the “Purchase Price") is
$17,500,000, and will be paid by the Company as follows: (i) the Company shall issue 5,000 shares of Series B Preferred Stock (valued
at $5,000,000) of the Company which (a) can be converted into Common Stock, par value $0.0001 per share, of the Company (“Common
Stock”) at $0.1180 per share and (b) have certain voting rights equal to twenty (20) votes per one (1) share of Series B Preferred
Stock; (ii) the Company shall issue 9,500 shares of Series C Preferred Stock (valued at $9,500,000) of the Company which are convertible
into shares of Common Stock at $0.1180 per share; and (iii) the Company shall issue a convertible promissory note (the “Note”)
in the principal amount of $3,000,000 in favor of Big Lake with a term of two years from the date of issuance and interest in the amount
of 10% per annum. The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing
conditions. The Purchase Agreement may be terminated at any time prior to Closing by the Company if there has been a misrepresentation
by Big Lake or a breach by Big Lake of any warranty or covenant, or by Big Lake, if there has been a misrepresentation by the Company
or a breach by the Company of any warranty or covenant.
Convertible Promissory Note
In connection with entering
into the Purchase Agreement, on September 18, 2025, the Company issued the Note to Big Lake in the principal amount of $3,000,000. The
Note matures on September 18, 2027, accrues interest of 10% per annum, and is unsecured. Principal amounts and interest on the Note are
convertible into shares of Common Stock at the election of Big Lake at a conversion price equal to 80% of the lowest traded price during
the 20 trading days prior to and including the conversion notice date, subject to adjustment as set forth in the Note. In the event the
Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 60% while that “Chill”
is in effect. The conversion price, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more
favorable conversion discount, interest rate (whether through a straight discount or in combination with an original issue discount),
look back period or other more favorable term to another party for any financings while the Note is outstanding.
The descriptions of the Purchase
Agreement and the Note are qualified in their entirety by reference to the Purchase Agreement and the Note, copies of which are filed
as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
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.
On September 30, 2025, pursuant
to the Purchase Agreement, the Company filed (i) the Certificate of Designations for the Series B Preferred Stock and (ii) the Certificate
of Designations for the Series C Preferred Stock, with the Secretary of State of the State of Delaware for the purpose of establishing
and designating the Series B Preferred Stock and Series C Preferred Stock.
Certificate of Designations for the Series
B Preferred Stock
The following is a general
description of the principal terms of the Series B Preferred Stock:
The Certificate of Designations
designates a total of 2,500 shares of Series B 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 B Preferred Stock has a stated value of $1,000
per share (the “Stated Value”). Each share of Series B 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 B Preferred Stock by the Conversion Price, subject to adjustment as provided in the Certificate of Designations.
The Series B Preferred Stock will vote together with the Common Stock. Each share of Series B Preferred Stock has a number of votes equal
to (i) the number of shares of Common Stock the Series B Preferred Stock is convertible into, multiplied by (ii) 20. 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 B Preferred Stock), the Series B Preferred Stock will automatically convert
into that number of shares of Common Stock determined by dividing the Stated Value of such share of Series B Preferred Stock by the Conversion
Price as of immediately prior to the liquidation or Fundamental Transaction.
Amendment No. 1 to Certificate of Designations
for the Series B Preferred Stock
Due to an error in the previously
filed Certificate of Designations for the Series B Preferred Stock, on October 7, 2025, the Company filed Amendment No. 1 to the Certificate
of Designations for the Series B Preferred Stock, solely to increase the number of designated shares of Series B Preferred Stock from
2,500 to 5,000.
Certificate of Designations for the Series
C Preferred Stock
The following is a general
description of the principal terms of the Series C Preferred Stock:
The Certificate of Designations
designates a total of 9,500 shares of Series C 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 C Preferred Stock has a stated value of $1,000
per share (the “Stated Value”). Each share of Series C 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 C Preferred Stock by the Conversion Price, subject to adjustment as provided in the Certificate of Designations.
The Series C Preferred Stock will vote together with the Common Stock, with each share of Series C Preferred Stock having a number of
votes equal to the number of shares of Common Stock the Series C 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 C Preferred Stock), the Series C Preferred Stock will automatically convert into that number
of shares of Common Stock determined by dividing the Stated Value of such share of Series C Preferred Stock by the Conversion Price as
of immediately prior to the liquidation or Fundamental Transaction.
The
foregoing description of (i) the Certificate of Designations for the Series B Preferred Stock, (ii) Amendment No. 1 to the Certificate
of Designations for the Series B Preferred Stock, and (iii) the Certificate of Designations for the Series C Preferred Stock do not purport
to be complete and are qualified in their entirety by reference to the form of (i) the Certificate of Designations for the Series B Preferred
Stock, (ii) Amendment No. 1 to the Certificate of Designations for the Series B Preferred Stock, and (iii) the Certificate of Designations
for the Series C 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 |
|
Certificate of Designation for the Series B Preferred Stock |
| 3.2 |
|
Amendment No. 1 to Certificate of Designation for the Series B Preferred Stock |
| 3.3 |
|
Certificate of Designation for the Series C Preferred Stock |
| 10.1 |
|
Membership Interest Purchase Agreement dated September 18, 2025 |
| 10.2 |
|
Promissory Note dated September 18, 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 7, 2025
| NATURE’S MIRACLE HOLDING INC. |
|
| |
|
| By: |
/s/ Tie (James) Li |
|
| Name: |
Tie (James) Li |
|
| Title: |
Chief Executive Officer |
|
4
