NMHI 8-K
Nature's Miracle Holding Inc. (NMHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 November 19, 2024, Nature’s Miracle Holding Inc. (the “Company”) entered into a debt-to-equity conversion agreement (the “Agreement”) with Visiontech Group, Inc. (“Visiontech”), Uninet Global Inc. (“Uninet”), Nature’s Miracle, Inc. (“NMHI (DE)”), Nature’s Miracle Inc. (“NMHI (Cayman)”), Tie (James) Li (“Mr. Li”) and Zhiyi Zhang (“Mr. Zhang”). Pursuant to the Agreement, Visiontech owed Uninet an outstanding trade payable in the amount of $577,500, which Uninet assigned to Mr. Zhang (the “Assigned Visiontech Debt”). Mr. Zhang converted the Assigned Vistiontech Debt into 218,750 shares of the Company’s common stock at a conversion price of $2.64 per share. NMHI (DE) owed NMHI (Cayman) a total of $684,739, of which NMHI (Cayman) assigned $577,500 to Mr. Li (the “Assigned NMHI (DE) Debt”). Mr. Li converted the Assigned NMHI (DE) Debt into 218,750 shares of the Company’s common stock, also at a conversion price of $2.64 per share.
Mr. Li is the Company’s chief executive officer, Mr. Zhang is the Company’s president, Visiontech and NMHI (DE) are wholly-owned subsidiaries of the Company, Uninet is an entity owned by Mr. Zhang, and NMHI (Cayman) is an entity owned by Mr. Li.
On November 19, 2024, the Company entered into additional debt-to equity conversion agreements (the “Conversion Agreements”, and each, a “Conversion Agreement”) with certain holders of convertible notes (the “Noteholders”). Pursuant to the Conversion Agreements, the Noteholders converted $845,000 of the Company’s outstanding notes into 320,076 shares of the Company’s common stock at a conversion price of $2.64 per share.
Pursuant to the Conversion Agreements, the Company agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares issued pursuant to the Conversion Agreements.
In connection with the foregoing, the Company relied on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act for a transaction not involving a public offering.
All amounts in this report give effect to the Reverse Split (defined below).
The foregoing descriptions of the Agreement and the Conversion Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and the form of the Conversion Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 21, 2024, the Company received a notification letter (the “Nasdaq Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s failure to comply with Listing Rule 5450(a)(1) requiring a minimum bid price of at least $1.00 per share.
As noted in the letter, the Company was unable to regain compliance with the Rules by the previously imposed deadline of November 20, 2024, and is not eligible for a second 180 day period. Specifically, the Company does not comply with the $5,000,000 minimum stockholder equity initial listing requirement for the Nasdaq Capital Market. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
The Nasdaq Notice served as a formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider the Company’s failure to comply with the above-mentioned Nasdaq rules in rendering a determination regarding the Company’s continued listing on The Nasdaq Global Market. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its Panel hearing, which will be held on December 17, 2024. If the Company fails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make its determination based upon that information.
Item 3.02. Unregistered Sale of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this report is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a one-for-thirty (1-for-30) reverse split (the “Reverse Split”). The Reverse Split became effective on November 21, 2024. As a result of the Reverse Split, every 30 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, with no change to the par value per share.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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: November 22, 2024
| NATURE’S MIRACLE HOLDING INC. | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
NATURE’S MIRACLE HOLDING INC.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
Nature’s Miracle Holding Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Nature’s Miracle Holding Inc., resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation (the “Certificate of Incorporation”), declaring said amendments to be advisable. The resolution setting forth the proposed amendment is as follows:
“RESOLVED, that the Certificate of Incorporation of this corporation be amended by adding the following to Article Fourth:
C. Reverse Stock Split. Effective as of 12:01 a.m. Eastern Time on November 21, 2024 (the “Effective Time”), each 30 shares of the Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and shall be rounded up to a whole share. The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the elimination of fractional interests set forth above.”
SECOND: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on November 18, 2024.
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer |
Exhibit 10.1
DEBT TO EQUITY CONVERSION AGREEMENT
THIS DEBT TO EQUITY CONVERSION AGREEMENT (this “Agreement”) is entered into and made effective as of November 19 , 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (“Company”), VISIONTECH GROUP, INC., a California corporation (“Visiontech”), UNINET GLOBAL INC. (“Uninet”), NATURE’S MIRACLE, INC., a Delaware corporation and wholly owned subsidiary of the Company (“NMHI (DE)”), NATURE’S MIRACLE INC., a Cayman Islands exempted company (“NMHI (Cayman)”), TIE (JAMES) LI, an individual (“Li”), and ZHIYI ZHANG, an individual (“Zhang”).
WHEREAS, Visiontech currently owes Uninet an outstanding trade payable in the amount equal to Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500) as of September 30, 2024 (the “Visiontech Debt”);
WHEREAS, Uninet agrees to assign Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500) (the “Assigned Visiontech Debt”) of the Visiontech Debt to Zhang, who agrees to convert the Assigned Visiontech Debt to 6,562,500 shares (the “Zhang Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), at a conversion price of $0.088 per share, which is not less than the Nasdaq “Minimum Price” and based on the closing price of $0.088 as of 11/19/2024;
WHEREAS, NMHI (DE) owes NMHI (Cayman) a total of Six Hundred Eight-Four Thousand Seven Hundred Thirty-Nine Dollars ($684,739) (the “NMHI (DE) Debt”);
WHEREAS, NMHI (Cayman) agrees to assign Five Hundred Seventy-Seven Thousand Five Hundred Dollars ($577,500) (the “Assigned NMHI (DE) Debt”) of the NMHI (DE) Debt to Li, who agrees to convert the Assigned NMHI (DE) Debt to 6,562,500 shares (the “Li Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), at a conversion price of $ 0.088 per share, which is not less than the Nasdaq “Minimum Price” and based on the closing price of $0.088 as of 11/19/2024;
WHEREAS, the unassigned portion of the NMHI (DE) Debt, or One Hundred Seven Thousand Two Hundred Ninety-Three Dollars ($107,293), shall remain outstanding.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Assignment of Debt; Conversion to Common Stock.
(a) Uninet hereby assigns, transfers, and conveys to Zhang all of its right, title, and interest in and to the Assigned Visiontech Debt, including all claims and rights arising from or relating to the Assigned Visiontech Debt (the “Visiontech Debt Assignment”), and Zhang hereby accepts the Visiontech Debt Assignment. Upon the Visiontech Debt Assignment, the Company shall instruct its transfer agent to issue to Zhang a total of five million nine hundred ten thousand and nine hundred fifty two (6,562,500) shares of Common Stock at a cost basis equal to $0.088 per share in exchange for Zhang extinguishing and canceling the Assigned Visiontech Debt and, upon the issuance of the Zhang Shares to Zhang and extinguishment and cancelation of the Assigned Visiontech Debt, Visiontech shall be released from any and all obligations related to the Assigned Visiontech Debt
(b) NMHI (Cayman) hereby assigns, transfers, and conveys to Li all of its right, title, and interest in and to the Assigned NMHI (DE) Debt, including all claims and rights arising from or relating to the Assigned NMHI (DE) Debt (the “NMHI (DE) Debt Assignment”), and Li hereby accepts the NMHI (DE) Debt Assignment. Upon the NMHI (DE) Debt Assignment, the Company shall instruct its transfer agent to issue to Li a total of five million nine hundred ten thousand and nine hundred fifty two (6,562,500) shares of Common Stock at a cost basis equal to $0.088 per share in exchange for Li extinguishing and canceling the Assigned NMHI (DE) Debt and, upon the issuance of the Li Shares to Li and extinguishment and cancelation of the Assigned NMHI (DE) Debt, NMHI (DE) shall be released from any and all obligations related to the Assigned NMHI (DE) Debt. Upon the issuance of the Li Shares to Li and extinguishment and cancelation of the Assigned NMHI (DE) Debt, the unassigned portion of the NMHI (DE) Debt, or One Hundred Seven Thousand Two Hundred Ninety-Three Dollars ($107,293), shall remain outstanding.
2. Li and Zhang Representations. The Company is issuing the Common Stock to Li and Zhang in reliance upon the following representations made by Li and Zhang:
(a) Li and Zhang acknowledge and agree that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged, or otherwise transferred without registration under the Securities Act or an exemption therefrom. Li and Zhang acknowledge and agree that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged, or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Li and Zhang acknowledge and agree that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.
(c) Li and Zhang acknowledge and agree that: (i) the acquisition of the shares of Common Stock is solely for their own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) he or she is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (iii) he or she has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (iv) he or she is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (v) he or she is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (vi) he or she either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of his business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
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3. NMHI (Cayman) and Uninet Representations. NMHI (Cayman) and Uninet represent and warrant that it has the full authority to assign the Assigned NMHI (DE) Debt and Assigned Visiontech Debt, respectively.
4. Miscellaneous.
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance, and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance, and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
(f) If any provision of this Agreement is deemed to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| COMPANY | ||
| NATURE’S MIRACLE HOLDING INC., | ||
| a Delaware corporation | ||
| By: | /s/ George Yutuc | |
| Name: | George Yutuc | |
| Title: | Chief Financial Officer | |
| VISIONTECH | ||
| VISIONTECH GROUP, INC., | ||
| a California corporation | ||
| By: | /s/ Zhiyi Zhang | |
| Name: | Zhiyi Zhang | |
| Title: | President | |
| UNINET | ||
| UNINET GLOBAL INC. | ||
| By: | /s/ Zhiyi Zhang | |
| Name: | Zhiyi Zhang | |
| Title: | President | |
Signature Page to Debt to Equity Conversion Agreement
| NMHI (DE) | ||
| NATURE’S MIRACLE, INC., | ||
| a Delaware corporation | ||
| By: | /s/ George Yutuc | |
| Name: | George Yutuc | |
| Title: | Chief Financial Officer | |
| NMHI (CAYMAN) | ||
| NATURE’S MIRACLE INC., | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Tie Li | |
| Name: | Tie Li | |
| Title: | CEO | |
| LI | ||
| /s/ Tie (James) Li | ||
| Tie (James) Li, an individual | ||
| ZHANG | ||
| /s/ Zhiyi Zhang | ||
| Zhiyi Zhang, an individual | ||
Signature Page to Debt to Equity Conversion Agreement
Exhibit 10.2
DEBT TO EQUITY CONVERSION AGREEMENT
THIS DEBT TO EQUITY CONVERSION AGREEMENT (this “Agreement”) is entered into and made effective as of November 19, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (“Company”), [ ], an individual (“[ ]”).
WHEREAS, the Company entered into a Convertible Note Investment Agreement on July 3rd, 2024 for total amount of [ ] ($[ ]); (the “ Convertible Note”);
WHEREAS, [ ] agrees to convert all of his [ ] for [ ] shares of NMHI common stock, par value $0.0001 per share, of the Company (“Common Stock”), at a conversion price of $0.088 per share, which is not less than the Nasdaq “Minimum Price” and based on the closing price of $0.088 as of 11/19/2024;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Extinguishment of Debt and Issuance of Shares.
(a) [ ] hereby agree by exchanging the [ ] Loan which shall be extinguished.
(b) The Company agrees to the issuance of the said shares above and will register the shares at the next S1 registration statement.
2. [ ] Representations. The Company is issuing the Common Stock to [ ] in reliance upon the following representations made by Li and Zhang:
(a) [ ] acknowledges and agrees that the share shall be registered in a S1 filed after the conversion of the stock are completed.
(b) [ ] acknowledges and agrees that: (i) the acquisition of the shares of Common Stock is solely for their own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (ii) he or she is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (iii) he or she has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (iv) he or she is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (v) he or she is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (vi) he or she either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of his business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
3. Miscellaneous.
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance, and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance, and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
(f) If any provision of this Agreement is deemed to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| COMPANY | ||
| NATURE’S MIRACLE HOLDING INC., | ||
| a Delaware corporation | ||
| By: | ||
| Name: | Tie “James” Li | |
| Title: | CEO | |
| DEBTOR | ||
| [ ] | ||
| By: | ||
| Name: | [ ] | |
Signature Page to Debt to Equity Conversion Agreement