Nature's Miracle Holding Inc. Files 8-K with Key Agreements & Delisting Notice

TL;DR

Nature's Miracle Holding Inc. is facing potential delisting and has entered into new agreements, plus sold equity.

AI Summary

Nature's Miracle Holding Inc. filed an 8-K on November 22, 2024, reporting several key events as of November 18, 2024. These include entering into a material definitive agreement, receiving a notice of delisting or failure to meet listing standards, and reporting unregistered sales of equity securities. The company also amended its articles of incorporation or bylaws and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential delisting concerns and the sale of equity, which could impact the company's stock and future operations.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to satisfy continued listing rules, which is a significant risk for investors.

Key Players & Entities

• Nature's Miracle Holding Inc. (company) — Registrant
• November 18, 2024 (date) — Earliest event reported
• November 22, 2024 (date) — Filing date
• LBBB Merger Corp. (company) — Former company name

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
• $577,500 — standing trade payable in the amount of $577,500, which Uninet assigned to Mr. Zhang (th
• $2.64 — s common stock at a conversion price of $2.64 per share. NMHI (DE) owed NMHI (Cayman)
• $684,739 — NMHI (DE) owed NMHI (Cayman) a total of $684,739, of which NMHI (Cayman) assigned $577,5
• $845,000 — n Agreements, the Noteholders converted $845,000 of the Company's outstanding notes into
• $1.00 — quiring a minimum bid price of at least $1.00 per share. As noted in the letter, the
• $5,000,000 m — y, the Company does not comply with the $5,000,000 minimum stockholder equity initial listin

Filing Documents

• ea0222192-8k_natures.htm (8-K) — 41KB
• ea022219201ex3-1_natures.htm (EX-3.1) — 6KB
• ea022219201ex10-1_natures.htm (EX-10.1) — 29KB
• ea022219201ex10-2_natures.htm (EX-10.2) — 15KB
• 0001213900-24-101633.txt ( ) — 323KB
• nmhi-20241118.xsd (EX-101.SCH) — 4KB
• nmhi-20241118_def.xml (EX-101.DEF) — 26KB
• nmhi-20241118_lab.xml (EX-101.LAB) — 36KB
• nmhi-20241118_pre.xml (EX-101.PRE) — 25KB
• ea0222192-8k_natures_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 19, 2024, Nature's Miracle Holding Inc. (the "Company") entered into a debt-to-equity conversion agreement (the "Agreement") with Visiontech Group, Inc. ("Visiontech"), Uninet Global Inc. ("Uninet"), Nature's Miracle, Inc. ("NMHI (DE)"), Nature's Miracle Inc. ("NMHI (Cayman)"), Tie (James) Li ("Mr. Li") and Zhiyi Zhang ("Mr. Zhang"). Pursuant to the Agreement, Visiontech owed Uninet an outstanding trade payable in the amount of $577,500, which Uninet assigned to Mr. Zhang (the "Assigned Visiontech Debt"). Mr. Zhang converted the Assigned Vistiontech Debt into 218,750 shares of the Company's common stock at a conversion price of $2.64 per share. NMHI (DE) owed NMHI (Cayman) a total of $684,739, of which NMHI (Cayman) assigned $577,500 to Mr. Li (the "Assigned NMHI (DE) Debt"). Mr. Li converted the Assigned NMHI (DE) Debt into 218,750 shares of the Company's common stock, also at a conversion price of $2.64 per share. Mr. Li is the Company's chief executive officer, Mr. Zhang is the Company's president, Visiontech and NMHI (DE) are wholly-owned subsidiaries of the Company, Uninet is an entity owned by Mr. Zhang, and NMHI (Cayman) is an entity owned by Mr. Li. On November 19, 2024, the Company entered into additional debt-to equity conversion agreements (the "Conversion Agreements", and each, a "Conversion Agreement") with certain holders of convertible notes (the "Noteholders"). Pursuant to the Conversion Agreements, the Noteholders converted $845,000 of the Company's outstanding notes into 320,076 shares of the Company's common stock at a conversion price of $2.64 per share. Pursuant to the Conversion 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 pro

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 21, 2024, the Company received a notification letter (the "Nasdaq Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") regarding the Company's failure to comply with Listing Rule 5450(a)(1) requiring a minimum bid price of at least $1.00 per share. As noted in the letter, the Company was unable to regain compliance with the Rules by the previously imposed deadline of November 20, 2024, and is not eligible for a second 180 day period. Specifically, the Company does not comply with the $5,000,000 minimum stockholder equity initial listing requirement for the Nasdaq Capital Market. Accordingly, this matter serves as an additional basis for delisting the Company's securities from The Nasdaq Stock Market. The Nasdaq Notice served as a formal notification that the Nasdaq Hearings Panel (the "Panel") will consider the Company's failure to comply with the above-mentioned Nasdaq rules in rendering a determination regarding the Company's continued listing on The Nasdaq Global Market. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its Panel hearing, which will be held on December 17, 2024. If the Company fails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make its determination based upon that information.

02. Unregistered Sale of Equity Securities

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.

03. Amendment to

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") to effect a one-for-thirty (1-for-30) reverse split (the "Reverse Split"). The Reverse Split became effective on November 21, 2024. As a result of the Reverse Split, every 30 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock, with no change to the par value per share. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. 1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Nature's Miracle Holding Inc. filed on November 18, 2024. 10.1 Debt to Equity Conversion Agreement dated November 19, 2024 by and between the Company, Visiontech Group, Inc., Uninet Global Inc., Nature's Miracle, Inc., Nature's Miracle Inc., Tie (James) Li and Zhiyi Zhang. 10.2 Form of Debt to Equity Conversion Agreement, by and between the Company and the Noteholders. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 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: November 22, 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