Nature's Miracle Enters Material Definitive Agreement

TL;DR

NMHI just signed a new loan agreement, adding to their debt obligations.

AI Summary

On July 17, 2024, Nature's Miracle Holding Inc. entered into a material definitive agreement, specifically a loan agreement. This agreement creates a direct financial obligation for the registrant.

Why It Matters

This filing indicates Nature's Miracle Holding Inc. has taken on new debt, which could impact its financial leverage and future operations.

Risk Assessment

Risk Level: medium — Entering into new debt agreements can increase financial risk for a company.

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Registrant
• July 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share NMHI The Nasdaq Stock Mar
• $11.50 — e Common Stock, at an exercise price of $11.50 per share NMHIW The Nasdaq Stock Ma
• $180,000 — Company sold, in a private placement, a $180,000 convertible note (the "Note") with an o
• $27,500 — te") with an original issue discount of $27,500 and a warrant (the "Warrant") to purcha
• $0.87 — of the Company at an exercise price of $0.87 per share. As consideration for enterin
• $500,000 — ties in an amount equal to or less than $500,000, the Purchaser shall have the right to
• $1.00 — s issued in a Subsequent Financing on a $1.00 for $1.00 basis. If the Company issues
• $1.00 b — n a Subsequent Financing on a $1.00 for $1.00 basis. If the Company issues or sells an
• $0.40 — version price equal to the lower of (i) $0.40 and (ii) 80% of the lowest closing pric
• $0.10 — conversion, subject to a floor price of $0.10. The maturity date of the Note is 12 mo

Filing Documents

• ea0209692-8k_nature.htm (8-K) — 40KB
• ea020969201ex10-1_nature.htm (EX-10.1) — 199KB
• ea020969201ex10-2_nature.htm (EX-10.2) — 110KB
• ea020969201ex10-3_nature.htm (EX-10.3) — 106KB
• 0001213900-24-063086.txt ( ) — 780KB
• nmhi-20240717.xsd (EX-101.SCH) — 4KB
• nmhi-20240717_def.xml (EX-101.DEF) — 26KB
• nmhi-20240717_lab.xml (EX-101.LAB) — 36KB
• nmhi-20240717_pre.xml (EX-101.PRE) — 25KB
• ea0209692-8k_nature_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 17, 2024, Nature's Miracle Holding Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with a certain investor (the "Purchaser") pursuant to which the Company sold, in a private placement, a $180,000 convertible note (the "Note") with an original issue discount of $27,500 and a warrant (the "Warrant") to purchase up to 217,500 shares of common stock (the "Warrant Shares") of the Company at an exercise price of $0.87 per share. As consideration for entering into the Securities Purchase Agreement, the Company issued a total of 180,000 shares (the "Commitment Shares") to the Purchaser on July 19, 2024. The Warrant is exercisable on July 17, 2024 until five years from July 17, 2024. The total number of Warrant Shares is subject to adjustments for stock splits, recapitalizations and reorganizations. Pursuant to the Securities Purchase Agreement, at any time on or after July 17, 2024 until the shares underlying the Note, the Warrant Shares and the Commitment Shares (collectively, the "Shares") may be sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), without volume limitation, if the Company intends to file a registration statement with respect to an offering of securities, other than, among other things, an underwritten offering, the Purchaser will be given the opportunity to register the sale of a number of Shares in the registration statement. In addition, if at any time during the period ending on the sooner of the date the Note is repaid or otherwise satisfied or 18 months after July 17, 2024, the Company proposes to offer or sell any securities, the Company shall offer to the Purchaser the opportunity to purchase up to 10% of such securities. Per the Securities Purchase Agreement, if the Company completes any public offering or private placement of its securities (a "Future Transaction"), the P

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The Company issued the Note dated as of July 17, 2024 to the Purchaser on July 19, 2024 which is convertible into shares of common stock of the Company. If the Company fails to make an Amortization Payment, the Company will have the right to convert the Amortization Payment at a conversion price equal to the lower of (i) $0.40 and (ii) 80% of the lowest closing price in the 10 Trading Days prior to the conversion, subject to a floor price of $0.10. The maturity date of the Note is 12 months from July 17, 2024 ("Maturity Date"). The Note accrues interest at an annual rate of 12%, commencing on July 17, 2024 and payable on the Maturity Date. The Company may repay all and not less than all of the Outstanding Principal Amount by paying 118% of the Principal Amount then being prepaid, provided that the Company provides at least 10 Trading Days' written notice to the Purchaser. The total number of shares underlying the Note is subject to adjustments for stock splits, recapitalizations and reorganizations. If, at any time while the Note is outstanding, (i) the Company issues or sells, subject to exceptions, any common stock for a consideration per share less than the Floor Price in effect on the date of issuance, then immediately upon the Dilutive Issuance, the Floor Price will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance or (ii) there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving the common stock (each, a "Share Combination Event") and the Event Market Price is less than the Floor Price then in effect, then on the 16th Trading Day immediately following such Share Combination Event, the Floor Price then in effect on such 16th Trading Day shall be reduced (but in no event increased) to the Event Market Price. The forego

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement dated as of July 17, 2024, by and between Nature's Miracle Holding Inc. and the investor 10.2 Convertible Promissory Note dated as of July 17, 2024, issued by Nature's Miracle Holding Inc. 10.3 Common Stock Purchase Warrant dated as of July 17, 2024, issued by Nature's Miracle Holding Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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 19, 2024 NATURE'S MIRACLE HOLDING INC. By: /s/ Tie (James) Li Name: Tie (James) Li Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR