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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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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Item 1.01 Entry into Material Definitive Agreement.
Merger Agreement
As previously reported, on May 16, 2024, Nature’s Miracle Holding Inc. (the “Company”) entered into the Agreement and Plan of Merger (the “Merger Agreement”) with NMHI Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Agrify Corporation (“Agrify”) (NASDAQ: AGFY). The Company, Merger Sub and Agrify are collectively referred to as the “Parties.”
On May 19, 2024, due to unfavorable market conditions, the Parties entered into a mutual termination and release agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. The Termination Agreement contains mutual releases by all Parties thereto, for all claims foreseen or unforeseen, relating to and arising out of, or relating to the Merger Agreement.
The foregoing description of the Termination Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Debt Purchase Agreement
As previously reported, on May 16, 2024, the Company entered into the Debt Purchase Agreement (the “Debt Purchase Agreement”) with CP Acquisitions, LLC (“CP”) and GIC Acquisition LLC (“GIC”). GIC is owned by Raymond N. Chang, the current Chief Executive Officer of Agrify, and CP is owned by Mr. Chang and by I-Tseng Jenny Chan, a current director of Agrify. The Company, CP, GIC, Mr. Chang and Ms. Chan are collectively referred to as the “Debt Purchase Agreement Parties.”
On May 19, 2024, due to the termination of the Merger Agreement as a result of unfavorable market conditions, the Debt Purchase Agreement Parties entered into a mutual termination and release agreement (the “Debt Purchase Termination Agreement”). Pursuant to the Debt Purchase Termination Agreement, the Debt Purchase Agreement Parties agreed to mutually terminate the Debt Purchase Agreement, subject to the representations, warranties, conditions and covenants set forth in the Debt Purchase Termination Agreement. The Debt Purchase Termination Agreement contains mutual releases by all Debt Purchase Agreement Parties thereto, for all claims foreseen or unforeseen, relating to and arising out of, or relating to the Debt Purchase Agreement.
The foregoing description of the Debt Purchase Termination Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Debt Purchase Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Merger Agreement and the Debt Purchase Agreement is incorporated by reference herein and made a part hereof.
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Item 8.01 Other Events.
On May 20, 2024, the Company issued a press release announcing the termination of the Merger Agreement. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 8.01 shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Termination Agreement dated as of May 19, 2024, by and among the Company, NMHI Merger Sub, Inc. and Agrify Corporation. | |
| 10.2 | Debt Purchase Termination Agreement dated as of May 19, 2024, by and among the Company, CP Acquisitions, LLC and GIC Acquisition LLC. | |
| 99.1* | Press Release dated as of May 20, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| * | Furnished but not filed. |
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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: May 20, 2024
| NATURE’S MIRACLE HOLDING INC. | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
MUTUAL TERMINATION AND RELEASE AGREEMENT
This MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Parent”), NMHI MERGER SUB, INC., a Nevada corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and AGRIFY CORPORATION, a Nevada corporation (the “Company”; and Parent, Merger Sub and Agrify referred to individually, as a “Party” and collectively, as the “Parties”).
BACKGROUND
A. WHEREAS, Parent, Merger Sub and the Company have entered into that certain Agreement and Plan of Merger, dated as of May 16, 2024 (the “Merger Agreement”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.
B. WHEREAS, Section 8.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Merger Effective Time by mutual written consent of each of the Parent and the Company.
C. WHEREAS, the Parent and the Company have determined that it is in the best interest of their respective companies and their respective shareholders to terminate the Merger Agreement in accordance with the terms hereof and to mutually release each other of any Claims (as defined below).
D. WHEREAS, the Parent and the Company entered into that certain Term Sheet dated as of April 17, 2024 (the “Acquisition Term Sheet”).
E. WHEREAS, the Acquisition Term Sheet contemplated the purchase of horticultural LED lighting goods from the Company subject to the payment terms agreed to by the parties (“LED Lights”).
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
TERMINATION
NOW, THEREFORE, incorporating the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. The Parent and the Company hereto mutually agree to terminate the Merger Agreement, effective as of the execution of this Agreement, such agreement constituting the requisite mutual agreement and written consent required to terminate the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement and otherwise as may be required pursuant to applicable law.
2. The Parent and the Company each agree that the Merger Agreement is hereby and forthwith void and without effect, and notwithstanding anything in the Merger Agreement (including Section 8.2 and 8.3 thereof) to the contrary, none of the Parent or the Company, any of their respective affiliates or any of the officers, directors, employees and shareholders of any of them shall have any liability of any nature whatsoever under the Merger Agreement or in connection with the transactions contemplated by the Merger Agreement or the termination thereof.
3. The Parent and the Company hereby confirm and acknowledge that the Acquisition Term Sheet is null and void; except that the Parent will carry out its obligations under Purchase Order P2404232 dated April 26, 2024 for $481,550 of LED Lights.
4. In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the execution of this Agreement each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors and assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement relating to or arising out of the Merger Agreement or the transactions contemplated thereby.
5. Each Party will provide the other Party with a draft of the press release announcing the termination of the Merger Agreement and a draft of the related report on Form 8-K and will reasonably take into consideration any comments from the other Party or its counsel may have on such drafts before publishing and/or filing such documents. Following the issuance of the press release and the filing of the Form 8-K, neither party shall make any public statements regarding the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement, except (a) for statements that are consistent with those set forth in such press release and Form 8-K or (b) as required by applicable laws, statutes, rules, regulations, orders, policies and guidelines of any Governmental Body with competent jurisdiction over the Parties, including any stock exchange or stock market regulatory bodies.
6. Each Party hereby represents and warrants to the other Parties that, as applicable (a) such Party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of such Party, (c) no other corporate proceedings on the part of such Party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming due authorization, execution and delivery by the other Parties) and constitutes a valid and binding obligation of such Party, enforceable against such party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Limitations).
7. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto. Any agreement on the part of a Party hereto to any extension or waiver of the Agreement shall be valid only if set forth in a written instrument signed on behalf of such Party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
8. The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of a provision of this Agreement. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. As used herein, the term “person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Body or other entity of any kind or nature and an “affiliate” of a specified person is any person that directly or indirectly controls, is controlled by, or is under common control with, such specified person.
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9. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Parent, Merger Sub or the Company (whether by operation of law or otherwise) without the prior written consent of each of the other Parties (which may be withheld by such other party in its sole discretion). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parent, Merger Sub and the Company and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the Parties hereto and all Releasees as third-party beneficiaries hereof, any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
10. The provisions of Sections 9.2, 9.3, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 9.13 and 9.14 of the Merger Agreement are incorporated into, and shall apply to, this Agreement, mutatis mutandis.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
| PARENT | ||
| NATURE’S MIRACLE HOLDING INC., | ||
| a Delaware corporation | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
| MERGER SUB | ||
| NMHI MERGER SUB, INC., | ||
| a Nevada corporation | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
| COMPANY | ||
| AGRIFY CORPORATION, | ||
| a Nevada corporation | ||
| By: | /s/ Raymond Chang | |
| Name: | Raymond Chang | |
| Title: | Chief Executive Officer | |
[Signature Page to Mutual Termination and Release Agreement]
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Exhibit 10.2
MUTUAL TERMINATION AND RELEASE AGREEMENT
This MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 19, 2024 (the “Effective Date”), and is by and between: (1) CP ACQUISITIONS, LLC, a Delaware limited liability company (the “CP”), and (2) GIC ACQUISITION LLC, a Delaware limited liability company (the “GIC”), on the one hand, and (3) NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Nature’s Miracle”). CP, GIC and Nature’s Miracle are herein after sometimes referred to collectively as the “Parties” and individually as a “Party.”
BACKGROUND
A. WHEREAS, CP, GIC and Nature’s Miracle entered into that Certain Debt Purchase Binding Term Sheet dated as of April 17, 2024 (the “Debt Purchase Term Sheet”).
B. WHEREAS, CP, GIC and Nature’s Miracle entered into a Debt Purchase Agreement dated as of May 16, 2024 (the “Debt Purchase Agreement”); Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Debt Purchase Agreement.
C. WHEREAS, CP, GIC and Nature’s Miracle have determined that it is in the best interest of their respective entities to terminate the Debt Purchase Term Sheet.
D. WHEREAS, Section 8.1(a) of the Debt Purchase Agreement provides that the Debt Purchase Agreement may be terminated at any time prior to the Merger Effective Time by mutual written consent of each of CP, GIC and Nature’s Miracle.
E. WHEREAS, CP, GIC and Nature’s Miracle have determined that it is in the best interest of their respective companies or entities and their respective shareholders or members as the case may be to terminate the Debt Purchase Agreement in accordance with the terms hereof and to mutually release each other of any Claims (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
TERMINATION
NOW, THEREFORE, incorporating the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. CP, GIC and Nature’s Miracle each mutually agree to terminate the Debt Purchase Agreement, effective as of the execution of this Agreement, such agreement constituting the requisite mutual agreement and written consent required to terminate the Debt Purchase Agreement pursuant to Section 8.1(a) of the Debt Purchase Agreement and otherwise as may be required pursuant to applicable law.
2. CP, GIC and Nature’s Miracle each agree that the Debt Purchase Agreement is hereby and forthwith void and without effect, and notwithstanding anything in the Debt Purchase Agreement (including Section 8.2 thereof) to the contrary, none of CP, GIC and Nature’s Miracle, any of their respective affiliates or any of the officers, directors, employees and members, shareholders of any of them shall have any liability of any nature whatsoever under the Debt Purchase Agreement or in connection with the transactions contemplated by the Debt Purchase Agreement or the termination thereof.
3. CP, GIC and Nature’s Miracle hereby confirm and acknowledge that the Debt Purchase Agreement is hereby terminated and is null and void and of no further force or effect.
4. In consideration of the covenants, agreements and undertakings of the Parties under this Agreement, effective upon the execution of this Agreement each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, successors and assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity (collectively, “Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Agreement relating to or arising out of the Debt Purchase Agreement or the transactions contemplated thereby, except for this Agreement.
5. Each Party hereby represents and warrants to the other Parties that, as applicable (a) such Party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Debt Purchase Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of such Party or in case of CP and GIC in accordance with their respective Articles of Organization and Operating Agreement, (c) no other corporate proceedings on the part of such Party are necessary to approve this Agreement or the termination of the Debt Purchase Agreement or to consummate the other transactions contemplated hereby and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming due authorization, execution and delivery by the other Parties) and constitutes a valid and binding obligation of such Party, enforceable against such party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforcement Limitations).
7. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto. Any agreement on the part of a Party hereto to any extension or waiver of the Agreement shall be valid only if set forth in a written instrument signed on behalf of such Party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
8. The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of a provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. As used herein, the term “person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Body or other entity of any kind or nature and an “affiliate” of a specified person is any person that directly or indirectly controls, is controlled by, or is under common control with, such specified person.
9. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by CP, GIC or Nature’s Miracle (whether by operation of law or otherwise) without the prior written consent of each of the other Parties (which may be withheld by such other party in its sole discretion). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the CP, GIC and Nature’s Miracle and the Company and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the Parties hereto and all Releasees as third-party beneficiaries hereof, any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
10. The provisions of Sections 9.2, 9.3, 9.5, 9.7, 9.8, 9.9, 9.11, 9.12, 9.13 and 9.14 of the Debt Purchase Agreement are incorporated into, and shall apply to, this Agreement, mutatis mutandis.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
| NATURE’S MIRACLE HOLDING INC., | ||
| a Delaware corporation | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
| CP ACQUISITIONS, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Raymond Chang | |
| Name: | Raymond Chang | |
| Title: | Manager | |
| GIC ACQUISITION LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Raymond Chang | |
| Name: | Raymond Chang | |
| Title: | Manager | |
| Agreed and acknowledged by: | ||
| AGRIFY CORPORATION, | ||
| a Nevada corporation | ||
| By: | /s/ Raymond Chang | |
| Name: | Raymond Chang | |
| Title: | Chief Executive Officer | |
[Signature Page to Mutual Termination and Release Agreement]
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Exhibit 99.1
Nature’s Miracle Mutually Agrees to Terminate Plan to Merge with Agrify Corp.
Ontario, CA, May 20, 2024 -- Nature’s Miracle Holding Inc. (NASDAQ: NMHI) (“Nature’s Miracle” or the “Company”), a leader in vertical farming technology and infrastructure, announced today that both Nature’s Miracle and Agrify Corporation (NASDAQ: AGFY) (“Agrify”), have mutually agreed to terminate the previously announced plan to merge, originally announced on May 16, 2024. Given unfavorable market conditions, a decision was reached to terminate the planned merger.
In connection with the termination of its plan to acquire Agrify, the Company and Agrify have executed a termination agreement with respect to the merger agreement and have also executed a debt termination agreement with entities controlled by Agrify’s Chief Executive Officer with respect to the purchase of outstanding debt. Each of the termination agreements contained mutual releases. Both the “Merger Agreement” and “Purchase of Notes” agreements have been cancelled with no termination or cancellation fees attached to either party.
James Li, Chairman and CEO of Nature’s Miracle Holding Inc. stated, “Based on the current unfavorable market conditions, we’ve determined this is in the best interest of our shareholders and the long-term value of our business. At Nature’s Miracle, we will continue to focus on our core indoor growing products including grow light, dehumidifier and container growing systems where we are seeing strong momentum. We extend our appreciation to the Agrify team for their cooperation.”
About Nature’s Miracle Holding Inc.
Nature’s Miracle is an integrated agriculture technology company providing equipment and services to the Controlled Environment Agriculture industry. Through its two wholly-owned subsidiaries Visiontech Group, Inc. and Hydroman, Inc., the company offers products including horticultural lighting, irrigation systems, power distribution systems, materials and equipment to indoor, greenhouse, hydroponic and vertical growers. Nature’s Miracle has also developed cost-effective solutions for greenhouse systems, automated vertical farming, and modular container grow systems.
Nature’s Miracle was founded and continues to be led by James Li who co-founded China Hydroelectric Corporation, one of the largest small hydroelectric companies listed on the NYSE (“CHC”) and by President Jonathan Zhang, who built Efinity, a well-recognized and respected brand of grow lighting in the indoor farming and controlled environment field. For more information, please visit www.Nature-Miracle.com.
Forward-Looking Statements
Except for historical information contained herein, this press release contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with respect to the merger agreement and business of Nature’s Miracle and Agrify; other future references such as the anticipated synergies resulting from the transactions contemplated by the merger agreement, the parties’ ability to close the proposed merger on the expected timeline or at all, the expected share ownership by former Agrify shareholders in the combined company, the services and markets of Nature’s Miracle and Agrify, our expectations regarding future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “expect,” “may,” “could,” “will,” “potential,” “intend,” “estimate,” “should,” “plan,” “predict,” or the negative or other variations of such statements, reflect our management’s current beliefs and assumptions and are based on the information currently available to our management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the business and revenue prospects of Nature’s Miracle may not materialize which may adversely affect the price of Nature’s Miracle’s securities; (ii) the occurrence of any unforeseen event that would impact continued listing of Nature’s Miracle’s or Agrify’s securities on the Nasdaq exchange; (iii) changes in the competitive industries in which Nature’s Miracle and Agrify operates, variations in operating performance across competitors, changes in laws and regulations affecting Nature’s Miracle’s and Agrify’s business and changes in the combined capital structure; (iv) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transactions contemplated by the merger agreement; (v) the risk of downturns in the market and Nature’s Miracle’s and Agrify’s industry including, but not limited to market prices of indoor grower’s produce, transportation costs, competition with outdoor growers and demand in the consumer marketplace; and (vi) the risk that the parties may not be able to satisfy one or more of the closing conditions to the transaction. For additional details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, please review the most recent Annual Reports on Form 10-K filed by Nature’s Miracle and by Agrify with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled “Risk Factors.” Forward-looking statements speak only as of the date on which they are made, and neither Nature’s Miracle nor Agrify assume any obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. Neither Nature’s Miracle nor Agrify gives any assurance that it will achieve its expectations.
Company Contact
George Yutuc
Chief Financial Officer
Investor Relations Contact
Shannon Devine/Rory Rumore
MZ North America
Main: 203-741-8811
Source: Nature’s Miracle Holding Inc.