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): February 20,2025 (February 13, 2025)
NATURE’S MIRACLE HOLDING INC.
****(Exact name of registrant as specified in its charter)
| Delaware | 001-41977 | 88-3986430 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
| 3281 E. Guasti Road, Suite 175<br><br> <br>Ontario, CA 91761 | 91761 | |
| --- | --- | |
| (Address of principal executive offices) | (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:
| ☐ | Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 Securities Exchange Act of 1934:
| Title for 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 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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Resignationof Wenbing Chris Wang as Chief Financial Officer
On February 13, 2025, Wenbing Chris Wang resigned as Chief Financial Officer of Nature’s Miracle Holding Inc. (the “Company”), effective immediately. Pursuant to the terms of a Mutual Separation Agreement dated February 13, 2025 between Mr. Wang and the Company (“Mutual Separation Agreement”), Mr. Wang will receive pro-rated compensation from the first date of employment and unreimbursed out-of-pocket expenses. As previously disclosed, the Company appointed Mr. Wang as Chief Financial Officer of the Company, effective January 7, 2025.
GeorgeYutuc to stay on as Chief Financial Officer
As previously disclosed on December 1, 2024, the Company appointed George Yutuc to act Chief Operating Officer of the Company. Mr. Yutuc will also continue his role as the Company’s Chief Financial Officer.
The foregoing is not a complete description of the Mutual Separation Agreement and is qualified in its entirety by reference to the full text of the Mutual Separation Agreement, which is filed as Exhibit 10.1 to this current report, and incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Mutual Separation Agreement, dated February 13, 2025, by and between Nature’s Miracle Holding Inc. and Wenbing Chris Wang. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: February 20, 2025 | |
|---|---|
| NATURE’S MIRACLE HOLDING INC. | |
| By: | /s/ Tie (James)<br>Li |
| Name: | Tie (James) Li |
| Title: | Chief<br>Executive Officer |
2
Exhibit 10.1
MUTUAL SEPARATION AGREEMENT
This agreement is by and between Nature’s Miracle Inc. and its parent Nature’s Miracle Holding Inc., (collectively, the “Company”) and Wenbing “Chris” Wang (“Executive”). This agreement references the employment agreement dated January 7, 2025 signed by both parties.
RECITALS: Upon Executive’s resignation notice, Executive and the Company desire to mutually terminate the employment agreement dated January 7, 2025 and Executive’s current tenure as Chief Financial Officer.
The stock awards of the Executive have not vested, hence no stock compensation due.
END OFEMPLOYMENT: The Company and Executive agree the last day of work is February 13, 2025. Pro-rated compensation and unreimbursed out-of-pocket expenses are due to Executive.
TRANSITIONITEMS: Executive shall facilitate any transition item including but not limited to providing contact information with current customers and suppliers, investors, or bankers of the Company, and availability to answer questions on Company matters during her tenure.
CONFIDENTIALITY: Company and Executive mutually agree to keep confidential all Company & Executive information that was obtained during her employment that is not publicly available. The Company confidential information include but not limited to potential business transactions, acquisition transactions, any customer, supplier, investor and banker contact 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. This excludes publicly available information via SEC or company website.
MUTUALRELEASE: The Company and the Executive mutually agree to release each party from any claim or responsibilities.
INDEMNIFICATION: The Company agrees to indemnify and hold harmless the Executive on all matters during the employment of the Executive.
GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws.
This agreement is effective immediately. Parties are bound to its terms.
February 13, 2025
| By: | /s/ Wenbing Wang |
|---|---|
| Wenbing Wang, individual/executive | |
| Nature’s Miracle Holding Inc. | |
| by: | /s/ James Li |
| James Li, CEO |