8-K - NMHI - Equibles

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 24, 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)	(IRS Employer<br><br>Identification Number)
3281 E. Guasti Road, Suite 175<br><br> <br>Ontario, CA 91761	91761
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(Address of registrant’s principal executive office)	(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 (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: None

Securities registered pursuant to Section 12(g) of the Act:

Title for each class	Trading Symbol(s)
Common Stock, par value $0.0001 per share	NMHI
Warrants to purchase Common Stock, at an exercise price of $11.50 per share	NMHIW

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 1.01. Entry into a Material DefinitiveAgreement.

On July 24, 2025, Nature’s Miracle Holding Inc. (the “Company”) entered into debt-to-equity conversion agreements (the “Agreements”) with Tie (James) Li (“Mr. Li”), Zhiyi Zhang (“Mr. Zhiyi Zhang”), George Yutuc (“Mr. Yutuc”), and Peng Zhang (“Mr. Peng Zhang”). Pursuant to the Agreements, wages and salaries owed and unpaid to Mr. Li, Mr. Zhiyi Zhang, and Mr. Yutuc were converted into shares of common stock of the Company based on the trading price of $0.1305, the price at the end of the signing date of the Agreements.

Pursuant to the Agreement with Mr. Li, the parties agreed that his unpaid wages and salaries through July 23, 2025, or $673,476, be converted into 5,160,739 shares of common stock of the Company.

Pursuant to the Agreement with Mr. Zhiyi Zhang, the parties agreed that his unpaid wages and salaries through July 23, 2025, or $406,691, be converted into 3,111,408 shares of common stock of the Company.

Pursuant to the Agreement with Mr. Yutuc, the parties agreed that 50% of his wages and salaries from February 2025 to June 30, 2025, or $52,083, be converted into 399,106 shares of common stock of the Company.

Mr. Li is the Company’s chief executive officer, Mr. Zhang is the Company’s president, and Mr. Yutuc is the Company’s chief financial officer.

Pursuant to the Agreement with Mr. Peng Zhang, debt owed on a note issued to Mr. Peng Zhang by the Company in an outstanding amount of $560,000 was converted into 4,291,188 shares of common stock of the Company based on the trading price of $0.1305, the price at the end of the signing date of the Agreement.

Pursuant to the 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.

As a result of the foregoing transactions, the Company had an aggregate of 23,520,742 shares outstanding as of July 25, 2025.

The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the form of the Agreement with the employees of the Company and the Agreement with Mr. Peng Zhang as noteholder, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Debt to Equity Conversion Agreement, dated July 24, 2025.
10.2	Debt to Equity Conversion Agreement, by and between the Company and the noteholder, dated July 24, 2025.
104	Cover Page Interactive Data File (formatted in Inline XBRL).

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: July 28, 2025

NATURE’S MIRACLE HOLDING INC.
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 July 24, 2025, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (“Company”), and [_], an individual (“Executive”).

WHEREAS, the Company has entered into an employment agreement with the Executive that provides for an annual salary in his capacity as [_] of the Company.

WHEREAS, Certain salaries and wages earned has not been paid and have been recorded as accrued liabilities shown on the financials of the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Conversion of Accrued Salaries and Issuance of Shares.

(a) [_], hereby agrees that his unpaid wages and salaries [Dates] be converted into common shares of the Company based on the trading price of $0.1305 or the Company stock price at the end of the signing date of this agreement. Such unpaid amount currently on the books of the Company is $[_]. The equivalent shares to be issued are [_]. Upon signing of this Agreement, [_] approves that the balance of his unpaid salary shall be zero but can accrue again starting July 25, 2025.

(b) All of the above conversions of salary into Common Shares are subject to the approval of the board to issue such shares.

(c) In the event of a separation by any Executive with the Company and prior to the issuance of common shares, the individual Executive shall have the right to revert to claim unpaid wages. Upon Issuance of the common shares, the Executive shall relinquish all claims to such unpaid wages, the amounts of which are listed in a), b) and c) above.

(d) The Company agrees to the issuance of the said shares above and will register the shares at the next S1 registration statement. The Company agrees to file an S-1 registration statement with the U.S. Securities and Exchange Commission (SEC) within 45 calendar days following the completion of the conversion of the Convertible Notes into Common Stock and to ensure the registration of such shares. In the event the Company fails to complete the registration within the specified time frame, the Investor shall have the right to elect one of the following remedies:

(1)	Reversion to Notes: Return the converted shares to the Company<br>in exchange for the reissuance of Convertible Notes at the original conversion price, reinstating the original terms, including principal,<br>interest, and related provisions; or
(2)	Cash Buyback: Require the Company to repurchase the converted<br>shares for cash, including payment of the principal amount and any accrued interest.
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Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, with the arbitration to take place in the State of California. The arbitration award shall be final and binding on both parties. Notwithstanding the foregoing, the Investor retains the right to pursue litigation in either the courts of California or the courts located in the Investor’s principal place of residence. The prevailing party in any arbitration or litigation shall be entitled to recover all reasonable attorneys’ fees and court costs.

(b) This Agreement constitutes the entire agreement between the parties with respect to salary and wage conversion into stock for the earned time period indicated above 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:
Title:
EXECUTIVE / EMPLOYEE of the Company
By:	/s/ Tie Li
Name:	Tie Li, individual and employee

Signature Page to Debt to Equity Conversion Agreement

Exhibit 10.2

DEBT TO EQUITY CONVERSION AGREEMENT

WHEREAS, the Company has entered into a note with Lender for the amount of $560,000 (“Note”).

WHEREAS, the debt owed on the Note by the Company is still $560,000 as recorded and shown on the financials of the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Conversion of Note and Issuance of Shares.

(a) Peng Zhang, hereby agrees that his unpaid note to him of $560,000 shall be converted into 4,291,188 common shares of the Company based on the trading price of $0.1305, the price at the end of the signing date of this agreement.

(b) The above conversion of Note into Common Shares are subject to the approval of the board to issue such shares.

(c) Upon issuance of the common shares, Lender agrees that the balance on the note shall be zero and shall release the Company of all claims against the Note.

(1)	Reversion to Notes: Return the converted shares to the Company in exchange for<br>the reissuance of Convertible Notes at the original conversion price, reinstating the original terms, including principal, interest, and<br>related provisions; or
(2)	Cash Buyback: Require the Company to repurchase the converted shares for cash,<br>including payment of the principal amount and any accrued interest.
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2. Miscellaneous.

(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.

[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:	/s/ Tie “James” Li
Name:	Tie “James” Li
Title:	Chairman and CEO
LENDER
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By:	/s/ Peng Zhang
Name:	Peng Zhang, Lender

Signature Page to Debt to Equity Conversion Agreement