[8-K] UMH Properties, Inc. Reports Material Event

Rhea-AI Filing Summary

Bon Natural Life Limited (BON) – Form 6-K, July 2025

The filing reports that subsidiary Xi’an App-Chem Bio (Tech) Co., Ltd. signed a 24-month Sales Cooperation Agreement with Beijing Huahai Keyuan Technology Co., Ltd. on 10 June 2025. Huahai Keyuan receives a non-exclusive right to market, distribute and sell App-Chem’s natural prebiotic series products throughout China.

Key commercial terms

• Guaranteed sales: Huahai Keyuan commits to purchase at least US$16 million of products over the two-year term.
• Revenue recognition & cash risk: App-Chem must receive full payment in advance before dispatch, materially reducing counter-party credit exposure.
• Operational obligations: App-Chem handles R&D, production, packaging and quality control to ensure compliance with Chinese national standards. If product quality fails, App-Chem bears all associated testing and return costs.
• Termination & penalties: • Either party may terminate by mutual consent.
  • Cure period for breach: 30 working days.
  • Wrongful termination triggers liquidated damages equal to 15 % of the total contract value.
  • Partial non-performance penalty: 10 % of the unperformed portion.
• Jurisdiction: Disputes to be litigated in a court located where the Company is registered.

The agreement provides BON with a sizeable minimum revenue pipeline, enhances cash flow security via pre-payment, and expands distribution reach within China. However, the deal is non-exclusive, exposes the company to product-quality liabilities, and the guaranteed figure’s materiality to overall revenues is not disclosed.

Positive

• US$16 million minimum purchase commitment provides predictable revenue over 24 months.
• Pre-payment requirement lowers credit risk and accelerates cash conversion.
• Non-exclusive contract allows BON to sign additional distributors, expanding market reach.

Negative

• Agreement is non-exclusive, potentially limiting volume growth if distributor shifts focus.
• App-Chem bears full cost of quality failures, which could hurt margins if issues occur.
• Liquidated damages up to 15 % of total contract value create downside if BON defaults.

Insights

Financial Analyst

TL;DR – US$16 m guaranteed sales over two years supports revenue visibility and cash flow.

The commitment from Huahai Keyuan guarantees roughly US$8 m per year of product purchases. For a micro-cap nutraceutical producer like BON, this is potentially material incremental revenue and could improve utilisation of existing manufacturing capacity. Up-front payment terms mitigate receivable risk and may strengthen operating cash conversion. As the agreement is non-exclusive, BON can still cultivate additional distributors. Although BON bears costs for any quality failures, such clauses are standard in supply deals and should be manageable if quality controls are robust. Overall, the filing signals modestly positive commercial momentum and should be viewed as impactful for shareholders lacking revenue visibility.

Risk Analyst

TL;DR – Quality liability and non-exclusive status temper upside.

While the guaranteed US$16 m is encouraging, BON’s liability for non-conforming product could create margin erosion if quality issues arise. The 15 % liquidated-damage clause also exposes the company if it elects to exit the contract prematurely. The distributor’s non-exclusive rights may limit long-term bargaining power and allow Huahai Keyuan to switch volumes to competitors. Finally, the agreement’s enforcement hinges on Huahai Keyuan’s adherence to purchasing commitments; there is no explicit security beyond contractual wording. Accordingly, I view the agreement as moderately positive but not transformative, meriting a neutral impact score.

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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 1, 2025

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-12690		22-1890929
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ		07728
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 577-9997

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:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $0.10 par value		UMH		New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value		UMH PRD		New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On July 1, 2025, the Company issued a press release announcing the declaration of quarterly dividends on the common and preferred stock.

The information being furnished pursuant to this Item 7.01, including Exhibits 99 to this report, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this report, including Exhibits 99, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This report will not be deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	99.1	Press Release dated July 1, 2025.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

	UMH Properties, Inc.
Date: July 2, 2025	By:	/s/ Anna T. Chew
	Name:	Anna T. Chew
		Executive Vice President and Chief Financial Officer

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FAQ

What is the value of the new BON supply agreement?

Huahai Keyuan must purchase at least US$16 million of natural prebiotic products over 24 months.

How long does the Bon Natural Life–Huahai Keyuan contract last?

The Sales Cooperation Agreement runs for two years from 10 June 2025.

Does BON receive payment upfront under the agreement?

Yes. Full payment is required before product dispatch, reducing BON’s credit exposure.

Can the Bon Natural Life agreement be cancelled early?

Either party may terminate by mutual consent, or after a 30-day cure period for breach.

What penalties apply if BON defaults on the contract?

Wrongful termination triggers 15 % of the total contract value; partial non-performance carries a 10 % penalty.

Which party is responsible for product quality issues?

App-Chem (BON subsidiary) bears all testing and return costs if products fail to meet agreed standards.

Where will disputes under the agreement be resolved?

Any lawsuit must be filed in a court located in a jurisdiction where Bon Natural Life is situated.