Nature's Miracle Holding Inc. 8-K

What Happened

• On May 19, 2026 (reported on an 8-K filed May 28, 2026), Nature’s Miracle Holding Inc. announced a Settlement Agreement with 1800 Diagonal Lending LLC to resolve litigation over defaults under four convertible promissory notes issued in 2025. The parties agreed to settle asserted indebtedness of about $791,323.32 (plus interest) for a reduced Settlement Amount of $575,000, payable through a mix of cash and conversion rights. The federal court had previously entered a temporary restraining order and preliminary injunction requiring the Company to restore and maintain share reserves and restricting certain transfers until reserves were restored.

Key Details

• Settlement Amount: $575,000 (reduced from asserted ~ $791,323.32 plus interest).
• Note allocations and payment terms:
  • July Note: ≈ $35,000 (1800 Diagonal retains conversion rights).
  • September Note: ≈ $225,000 (payable in installments through Nov 15, 2026).
  • October Note: ≈ $100,000 (initial $50,000 due within 5 business days of the Settlement Agreement; additional $50,000 due by June 15, 2026).
  • December Note: ≈ $215,000 (1800 Diagonal retains conversion rights).
• Share reserve and corporate action: upon signing, the Company agreed to reserve 222,000,000 shares of common stock for 1800 Diagonal and to increase authorized share capital and reserve additional shares as needed by July 31, 2026.
• Default remedies: if the Company defaults (including failing to pay or maintain reserves), 1800 Diagonal may seek judgment for the full asserted amount (less credits for payments/conversions) and injunctive relief to continue conversions; the Court will retain jurisdiction to enforce the Settlement. Upon full payment or conversion, the applicable notes will be satisfied and the Action dismissed.

Why It Matters

• This settlement removes or reduces an immediate legal overhang by resolving the lawsuit for a smaller cash/conversion obligation, but it creates near‑term cash payment obligations (including a $50,000 initial payment and scheduled installments) and preserves conversion rights for portions of the debt.
• The required reservation of 222 million shares and retained conversion rights for some notes create a clear potential for dilution to existing shareholders if conversions occur.
• The agreement gives the lender strong remedies on default (including potential judgment for the original asserted amount and continued conversion), so investors should watch the Company’s upcoming cash flow, compliance with reserve/authorization actions by July 31, 2026, and any future conversions or payments.