Nature's Miracle Holding Inc. 8-K

What Happened Nature’s Miracle Holding, Inc. announced a settlement with Megaphoton, Inc. resolving a lawsuit that began on August 22, 2023. Under the Settlement Agreement dated February 2, 2026, Nature’s Miracle will issue 15,000,000 unregistered shares of common stock to Megaphoton’s CEO, Jinlong Du, will appoint him to the board and as President to lead agriculture operations, and will register the 15M shares on a Form S-1 no later than July 31, 2026. The parties agreed to dismiss their claims with prejudice and exchanged mutual releases.

Key Details

• 15,000,000 unregistered shares to be issued to Jinlong Du; Company to file a Form S-1 to register those shares by July 31, 2026.
• Jinlong Du to be appointed one of five board members within 30 days of the February 2, 2026 effective date and to serve as President under a new employment agreement.
• Nature’s Miracle will pay Megaphoton $300,000 on or before June 30, 2026.
• Company will use best efforts to uplist to NYSE or Nasdaq within 180 days of Feb 2, 2026 (early August 2026); if uplisting is not approved, the Company will issue an additional 15,000,000 freely tradable shares to the Executive.

Why It Matters This settlement removes litigation risk tied to the Megaphoton dispute and brings a significant governance and strategic change: a new executive (and director) with control over 15M shares will lead the company’s agriculture operations. For investors, the deal may materially affect share count and ownership — potentially 15M or 30M new shares depending on uplisting — and includes a modest cash payment ($300k). The required S-1 registration and the company’s stated push to uplist are key near-term items to watch for liquidity and potential resale of the issued shares.