8-K
Nature's Miracle Holding Inc. (NMHI)
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): August 1, 2024
NATURE’S MIRACLE HOLDING INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41977 | 88-3986430 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of Incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br> Identification Number) |
| 858 N Central Ave Upland, CA | 91786 | |
| --- | --- | |
| (Address<br> of registrant’s principal executive office) | (Zip<br> code) |
(949)
798-6260
(Registrant’s telephone number, including area code)
N/A
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | NMHI | The Nasdaq Stock Market LLC |
| Warrants to purchase Common Stock, at an exercise price of $11.50 per share | NMHIW | The<br> Nasdaq Stock Market LLC |
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. ☐
Item1.01. Entry into a Material Definitive Agreement.
On August 1, 2024, Nature’s Miracle Holding Inc. (the “Company”) and Darin Carpenter entered into the Mutual Termination of Employment Agreement and Intent to Transition to Project-Based Work (the “Agreement”), in which it was agreed that Mr. Carpenter shall resign from his position as Chief Operating Officer of the Company effective as of July 31, 2024. Pursuant to the Agreement, the Company and Mr. Carpenter agreed that Mr. Carpenter will provide services as a consultant to the Company on a per project basis as needed. In addition, the Company agreed to fully vest 100,013 shares of common stock that was issuable to Mr. Carpenter pursuant to the Employment Agreement dated as of September 17, 2023, by and between the Company and Mr. Carpenter.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.01.
Item9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description |
|---|---|
| 10.1 | Mutual Termination of Employment Agreement and Intent to Transition to Project-Based Work dated as of August 1, 2024, by and between Nature’s Miracle Holding Inc. and Darin Carpenter. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: August 6, 2024
| NATURE’S MIRACLE HOLDING INC. | |
|---|---|
| By: | /s/ Tie (James) Li |
| Name: | Tie<br> (James) Li |
| Title: | Chief<br> Executive Officer |
2
Exhibit 10.1
MUTUAL TERMINATION OF EMPLOYMENT AGREEMENT and INTENT TO TRANSITION TO PROJECT-BASED WORK
This agreement is by and between Nature’s Miracle Inc. and its parent Nature’s Miracle Holding Inc., (collectively, the “Company”) and Darin Carpenter (“Mr. Carpenter” or “Executive”). This agreement references the employment agreement dated September 17, 2023 signed by both parties and replaces the prior agreement emailed on July 18, 2024 with a signing date of June 30, 2024. The change reflects projects to be completed in the month of July.
RECITALS: Executive and the Company desire to terminate the employment agreement dated September 17, 2023 and Executive’s current tenure as Chief Operating Officer.
The Company desires to make Mr. Carpenter’s stock awarded after the September 17 Agreement, which vest over time, to fully vest.
The Company desires to compensate Mr. Carpenter for an additional 1 month after the last month of work of July 2024.
The Company and Mr. Carpenter desire to work on to-be determined projects which will be compensated differently and in a separate agreement(s).
TERMINATION: Both Company and Mr. Carpenter agree that the last date of work is July 31, 2024.
ANNOUNCEMENT: Company shall have the option to report such termination if required in filings with the Securities and Exchange Commission.
TRANSITIONITEMS: Executive shall facilitate any transition item including but not limited to providing contact information with current customers and suppliers of the Company, status of internal projects, and availability to answer questions on Company matters during his tenure. Executive shall return any equipment purchased for on his behalf. Executive’s email shall be forwarded to a designated Company employee and can be accessed for business purposes only. Any passwords obtained to software or internet sites provided by the Company shall be given to Company personnel and not accessed again by the Executive.
COMPENSATION: Executive is due a full month pay for the month of July, 2024 and paid the following month. Executive is due reimbursement of any unpaid expenses including the trip to Ontario on June 26, 2024; must file an expense report with receipts or proof of purchase.
CONFIDENTIALITY: Executive agrees to keep confidential all Company information that was obtained during his employment that is not publicly available. This include but not limited to potential customer sales, customer lists and contact information, supplier lists and contact information, joint ventures, Company product information and product under development, trade secrets, strategy and discussions during management meetings, any financial information and any business information unique to the Company.
INDEMNIFICATION: The Executive agrees to indemnify and hold harmless the Company and its Management on all matters regarding the employment of Mr. Carpenter. Mr. Carpenter agrees to not file any lawsuit or complaint in any court of law. In the event that the Employee files a complaint, any compensation agreed to above shall immediately be cancelled and not due to Executive.
STOCK AWARD: Executive shall continue ownership of 100,000 shares awarded in the September 23, 2023 agreement. Shares refer to that of Nature’s Miracle Holding Inc., stock symbol NMHI. Executive shall be issued stock by the Company’s stock transfer agent at the same schedule as other executives or employees awarded alongside Mr. Carpenter.
FUTURE PROJECTS: Company and Mr. Carpenter future projects shall be on a case-by-case basis and shall be outlined in separate agreements.
This agreement is effective immediately. Parties are bound to its terms.
Agreed to by:
| /s/ Darin Carpenter | August 1, 2024 |
|---|---|
| Darin Carpenter, individual/executive | |
| /s/ James Li | August 1, 2024 |
| Nature’s Miracle California, Inc. / Nature’s Miracle<br>Holding Inc. by: James Li, CEO |