ONTARIO,
Calif., Jan. 13, 2025 /PRNewswire/ -- Nature's Miracle
Holding, Inc. (Nasdaq: NMHI) ("Nature's Miracle"), a growing
agriculture technology company providing equipment and services to
growers, announced that it entered into a Securities Purchase
Agreement ("SPA") with a single institutional investor ("Investor")
on January 10, 2025. The SPA allows
Nature's Miracle, subject to customary conditions, to sell up to
$29.7 million in the aggregate of a
newly-designated class of convertible preferred stock to the
Investor.
The Investor agreed to provide Nature's
Miracle up to $29.7 million available
in tranches. The initial tranche in the amount of $2,700,000 will be funded with $1,800,000 funded within one business day
following Closing and the remaining $900,000 funded within one business day following
the date on which the shares of common stock into which the shares
of convertible preferred stock are convertible are registered for
resale pursuant to an effective registration statement. Subsequent
tranches of up to $27,000,000 may be
funded in increments of up to $2,700,000 per tranche subject to certain
conditions. The Investor will also receive certain warrants to
purchase shares of common stock upon the funding of each
tranche.
The funding of each subsequent tranche are not expected to occur
earlier than 60 trading days after the funding of the prior tranche
(except that the first subsequent tranche may be funded 30 trading
days following the date on which the shares of common stock into
which the shares of convertible preferred stock are convertible are
registered for resale pursuant to an effective registration
statement), in each case, subject to certain conditions including:
(i) for each day of the Measurement Period, the average daily
volume is greater than $500,000, (ii)
for each day of the Measurement Period, the daily volume weighted
average price of the Nature's Miracle's common stock is greater
than $1.50, (iii) the aggregate
stated value of the outstanding shares of convertible preferred
stock held by the Investor is no greater than $1,000,000 (iv) the shares of common stock
underlying the applicable shares of convertible preferred stock
held by the Investor are registered pursuant to an effective
registration statement, and (v) certain other conditions customary
for a transaction of this nature. "Measurement Period" means the 20
trading days immediately preceding the applicable funding date.
For more information, please visit Nature's Miracle website:
https://www.nature-miracle.com/ or email Nature's Miracle at:
info@nature-miracle.com. For more information on the SPA, including important terms and
conditions, please see Nature's Miracle's filings with the
Securities and Exchange Commission, including its Current Reports
on Form 8-K filed with the Securities and Exchange Commission from
time to time.
This communication shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the
securities discussed herein, in any jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Nature's Miracle Holding Inc.
Nature's Miracle (www.Nature-Miracle.com) is a growing
agriculture technology company providing equipment and services to
growers in the Controlled Environment Agriculture ("CEA") industry
which also includes vertical farming in North America. Nature's Miracle offers
hardware to design, build and operate various indoor growing
settings including greenhouse and indoor-growing spaces. Nature's
Miracle, through its two wholly-owned subsidiaries (Visiontech
Group, Inc. and Hydroman, Inc.), provides grow lights as well as
other hydroponic products to hundreds of indoor growers in
North America. Nature's Miracle
has also developed a robust pipeline to build commercial-scale
greenhouse in the U.S. and Canada
to meet the growing needs of fresh and local vegetable products.
Nature's Miracle has established its first manufacturing footprint
in North America with its
grow-light assembly plant in Manitoba,
Canada and is expected to set up additional
manufacturing/assembly facilities in North America.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
"anticipate," "believe," "contemplate," "continue," "could,"
"estimate," "expect," "forecast," "intends," "may," "will,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this press release may include, for example: the
closing of the offering, intended use of proceeds from the
offering; successful launch and implementation of NMHI's joint
projects with manufacturers and other supply chain participants of
steel, rubber and other materials; changes in NMHI's strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects and plans; NMHI's ability to
develop and launch new products and services; NMHI's ability to
successfully and efficiently integrate future expansion plans and
opportunities; NMHI's ability to grow its business in a
cost-effective manner; NMHI's product development timeline and
estimated research and development costs; the implementation,
market acceptance and success of NMHI's business model;
developments and projections relating to NMHI's competitors and
industry; and NMHI's approach and goals with respect to technology.
These forward-looking statements are based on information available
as of the date of this press release, and current expectations,
forecasts and assumptions, and involve a number of judgments, risks
and uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing views as of any subsequent date,
and no obligation is undertaken to update forward-looking
statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities
laws. As a result of a number of known and unknown risks and
uncertainties, actual results or performance may be materially
different from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ
include: the ability to maintain the listing of the Company's
shares on Nasdaq; changes in applicable laws or regulations; the
effects of the COVID-19 pandemic on NMHI's business; the ability to
implement business plans, forecasts, and other expectations, and
identify and realize additional opportunities; the risk of
downturns and the possibility of rapid change in the highly
competitive industry in which NMHI operates; the risk that NMHI and
its current and future collaborators are unable to successfully
develop and commercialize NMHI's products or services, or
experience significant delays in doing so; the risk that the
Company may never achieve or sustain profitability; the risk that
the Company will need to raise additional capital to execute its
business plan, which may not be available on acceptable terms or at
all; the risk that the Company experiences difficulties in managing
its growth and expanding operations; the risk that third-party
suppliers and manufacturers are not able to fully and timely meet
their obligations; the risk that NMHI is unable to secure or
protect its intellectual property; the possibility that NMHI may be
adversely affected by other economic, business, and/or competitive
factors; and other risks and uncertainties described in NMHI's
filings from time to time with the Securities and Exchange
Commission.
Contacts
Nature's Miracle Holding, Inc.
Investor
Relations Department
ir@nature-miracle.com
Ascent Investor Relations
LLC
Tina
Xiao
Phone:
+1-646-932-7242
Email:
investors@ascent-ir.com
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SOURCE Nature's Miracle Holding Inc.