ONTARIO, Calif., Jan. 14, 2025 (GLOBE NEWSWIRE) -- 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 is 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 greenhouses 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.
