DEF 14C: Natures Miracle Plans Reverse Split, Boosts Authorized Shares

Natures Miracle Holding Inc. announces shareholder approval for a reverse stock split and a significant increase in authorized common stock to facilitate potential exchange listing and future financings.

Summary

• The Company's Board of Directors is authorized to effect a reverse stock split of common stock at a ratio between 1:5 and 1:20.
• The total number of authorized shares of capital stock will increase from 100,000,000 to 1,000,000,000 shares of Common Stock.
• These actions were approved by written consent of majority stockholders, representing approximately 98.6% of total voting power, as of November 14, 2025.
• The primary purpose of the reverse stock split is to increase the market price of common stock to meet initial listing requirements of national securities exchanges like NYSE American or NASDAQ Capital Market.
• The capital increase is intended to facilitate the offer and sale of up to 55,817,669 shares of Common Stock to GHS Investments, LLC, in connection with an equity line of credit for up to $20,000,000, and other potential future financings.
• The actions will not be implemented until at least 20 days after the Information Statement is mailed to shareholders.

Sentiment

Score: 7

Explanation: The filing outlines strategic corporate actions aimed at improving market standing and financial flexibility, which are generally positive for long-term growth. While there are risks of dilution and no guarantee of success, the intent is to position the company for better access to capital and a broader investor base.

Positives

• Enhances the Company's ability to meet initial listing requirements for national securities exchanges (e.g., NYSE American, NASDAQ), potentially increasing visibility and liquidity.
• A higher per-share price may make the common stock more attractive to a broader range of institutional and other investors, who often have policies against low-priced stocks.
• The increase in authorized shares provides flexibility for future financings, acquisitions, employee benefit programs, and general corporate purposes without requiring immediate stockholder approval.
• The equity line of credit with GHS Investments, LLC, for up to $20,000,000 provides a potential source of capital.

Negatives

• The reverse stock split does not guarantee an increase in the market price of common stock, and the total market capitalization could be lower or higher post-split.
• The increase in authorized capital stock and subsequent issuance of shares could dilute existing stockholders' percentage equity ownership and earnings per share.
• Fractional shares resulting from the reverse stock split will be rounded down, meaning stockholders will not receive value for fractional shares.
• The increase in authorized shares could have anti-takeover effects, potentially delaying or preventing a change in control of the Company.

Risks

• There is no assurance that the reverse stock split will result in the intended benefits, such as an increased market price or successful listing on a national exchange.
• Other factors, such as financial results, market conditions, and market perception, may adversely affect the market price of common stock, regardless of the reverse stock split.
• Future issuances of additional authorized shares could dilute the earnings per share and book value per share of outstanding common stock.
• The Board of Directors retains the right to abandon the reverse stock split if it determines it is no longer in the best interests of the Company and its stockholders.

Future Outlook

The Company anticipates that the reverse stock split will increase its common stock's market price, enhancing its ability to meet national securities exchange listing requirements and attract a broader range of institutional investors. The increased authorized shares are expected to provide flexibility for future financings, including an existing equity line of credit, potential acquisitions, and general corporate purposes.

Management Comments

• "We believe that enabling the Board of Directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders."
• "We believe that the Reverse Stock Split may enhance our ability to obtain an initial listing on the NYSE American or the NASDAQ Capital Market."
• "We believe that the Reverse Stock Split will make our Common Stock a more attractive and cost-effective investment for many investors, which will enhance the liquidity of the holders of our Common Stock."
• "The increase in the Companys authorized Shares may give the Company the flexibility, in the future, to pursue acquisitions or enter into transactions which the Board of Directors believes provide the potential for growth and profit."

Industry Context

The actions taken by Natures Miracle Holding Inc. reflect a common strategy among smaller public companies seeking to uplist from OTC markets to national exchanges like NYSE American or NASDAQ. Meeting minimum share price requirements and increasing authorized capital for future growth and financing are typical steps in this process, aiming to improve market perception, liquidity, and access to capital.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Tie (James) Li, Chairman of the Board, is the Managing Member of Big Lake Capital LLC. Big Lake Capital LLC holds 5,000 shares of Series B Preferred Stock and 9,500 shares of Series C Preferred Stock, representing a significant portion of the Company's voting power (98.1% combined with Mr. Li's common stock).
• A Convertible Promissory Note in the principal amount of $3,000,000 was issued to Big Lake Capital LLC on September 18, 2025, accruing interest at 10% per annum and convertible into common stock at 80% of the lowest traded price during the 20 trading days prior to conversion (60% if DTC Chill is in effect).

Stakeholder Impact

• **Shareholders:** Existing common stockholders will experience a reduction in the number of shares held due to the reverse stock split, with fractional shares rounded down. They face potential dilution from the significant increase in authorized shares and future issuances, including the equity line of credit. However, they may benefit from increased stock price, improved liquidity, and potential uplisting to a national exchange.
• **Management/Board:** The Board gains flexibility in managing the Company's capital structure and pursuing strategic initiatives like financings and acquisitions. The increased authorized shares could also serve as an anti-takeover measure.
• **Potential Investors:** A higher stock price and potential listing on a national exchange could make the Company more appealing to institutional investors and a broader market, potentially increasing demand and liquidity.

Next Steps

• The Information Statement will be first mailed to shareholders on or about November 14, 2025.
• The Capital Increase Amendment will automatically take effect on the 20th day after the Information Statement is mailed.
• The Board of Directors will determine the exact ratio (between 1:5 and 1:20) and future effective date for the Reverse Stock Split, but no earlier than 20 days after mailing the Information Statement.
• The Company will file a certificate of amendment to its Certificate of Incorporation to effect the Reverse Stock Split.
• The Company expects its Common Stock to continue to be quoted on OTCQB or other applicable tiers of the OTC markets, subject to any decision to list on a stock exchange and approval by such exchange.

Key Dates

Keywords

Reverse Stock Split, Authorized Shares Increase, Capital Increase Amendment, SEC Filing, Corporate Governance, Equity Line of Credit, Stock Exchange Listing, Shareholder Action, Natures Miracle Holding Inc.