Overview
Compare with ARTS WAY MANUFACTURING CO INC, Lindsay Manufacturing or Alamo Group, or pick any stock.
- TickerNMHI on OTC1
- IndustryFarm Machinery & Equipment1
- HeadquartersUpland, California1
- Incorporated inDE2
- Business address858 North Central Avenue, Upland, Ca 917862
- Filer category, Emerging growth company2
See how the biggest companies compare on our leaderboards
NMHI agreed to assume $2.650 million in loans and signed a new secured note for $3 million due to the former owners of Zak Properties.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Grow Light brought in 79% of the revenue Nature's Miracle Holding Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Grow Light | $8.9M | $1.4M |
| Grow Media And Others | $207.5K | $360.3K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue31¢$2.2M
- Selling, general and admin69¢$4.9M
- Income tax0¢$1.7K
Out of $1.7M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| REVENUE (including related party revenue of $76,038 and $1,593,926 for the years ended December 31, 2025 and 2024) | $1.7M | $9.3M |
| COST OF REVENUE | $2.2M | $12.1M |
| GROSS LOSS | -$451.0K | -$2.8M |
| Selling, general and administrative | $4.9M | $7.1M |
| Provision for credit losses | $1.8M | $408.6K |
| Total operating expenses | $6.7M | $7.5M |
| LOSS FROM OPERATIONS | -$7.2M | -$10.3M |
| Interest expense, net | -$3.4M | -$2.3M |
| Non cash finance expense | -$200.0K | -$1.0M |
| Gain (loss) on loan extinguishment | $67.2K | -$8.4K |
| Change in fair value of commitment shares to be issued | $28.8K | |
| Loss on impairment of investment | -$1.0M | |
| Other (expense) income | -$353.5K | $9.7K |
| Total other expense, net | -$4.8M | -$3.3M |
| LOSS BEFORE INCOME TAXES | -$12.0M | -$13.6M |
| PROVISION FOR INCOME TAXES | $1.7K | $5.1K |
| NET LOSS | -$12.0M | -$13.7M |
| Foreign currency translation adjustment | $275 | $94 |
| COMPREHENSIVE LOSS | -$12.0M | -$13.7M |
| Basic (in Shares) | 14.9M shares | 1.1M shares |
| Diluted (in Shares) | 14.9M shares | 1.1M shares |
| Basic (in Dollars per share) | -$0.81 | -$11.88 |
| Diluted (in Dollars per share) | -$0.81 | -$11.88 |
| Related party revenue | $76.0K | $1.6M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $97.7K | $420.1K | |
| Accounts receivable, net | $153.0K | $1.8M | |
| Inventories, net | $1.8M | ||
| Prepayments and other current assets | $100.0K | $151.4K | |
| Total Current Assets | $955.8K | $5.2M | |
| Deposits | $951.0K | $428.6K | |
| Right-of-use assets, net | $133.9K | $470.7K | |
| Cost method investment | $1.0M | ||
| Property and equipment, net | $18.4M | $4.2M | |
| Total Assets | $20.4M | $11.3M | |
| Short-term loans | $4.2M | $2.7M | |
| Current portion of long-term debts | $466.3K | $301.1K | |
| Convertible notes | $1.7M | $987.6K | |
| Convertible notes - related party | $64.4K | ||
| Accounts payable | $9.7M | $10.4M | |
| Other payables and accrued liabilities | $5.2M | $3.5M | |
| Operating lease liabilities - current | $101.3K | $262.4K | |
| Commitment shares to be issued | $171.2K | ||
| Tax accrual | $471.7K | $501.4K | |
| Deferred income - Contract liabilities | $49.7K | $144.8K | |
| Deferred income - Contract liabilities - related party | $86.5K | $86.5K | |
| Total Current Liabilities | $23.3M | $19.8M | |
| Long-term debts, net of current portion | $5.4M | $5.7M | |
| Operating lease liabilities, net of current portion | $35.7K | $205.6K | |
| Long-term convertiable notes - related party | $3.0M | ||
| Total Non-Current Liabilities | $8.4M | $5.9M | |
| Total Liabilities | $31.7M | $25.7M | |
| Redeemable convertible preferred stock ($0.0001 par value, 754 and nil issued and outstanding at December 31, 2025 and 2024, respectively), at redemption value | $1.5M | ||
| Common stock ($0.0001 par value,1,000,000,000 shares authorized,112,541,596 and 2,445,364 shares issued and outstanding at December 31, 2025 and 2024, respectively) | $11.3K | $246 | |
| Additional paid-in capital | $24.0M | $10.4M | |
| Accumulated deficit | -$36.8M | -$24.7M | |
| Accumulated other comprehensive loss | -$706 | -$981 | |
| Total Stockholders Deficit | -$12.7M | -$14.3M | -$6.7M |
| Total Liabilities and Stockholders Deficit | $20.4M | $11.3M | |
| Redeemable convertible preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Redeemable convertible preferred stock, shares issued (in Shares) | 754 shares | ||
| Redeemable convertible preferred stock, shares outstanding (in Shares) | 754 shares | ||
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |
| Preferred stock, shares issued (in Shares) | 5.0K shares | ||
| Preferred stock, shares outstanding (in Shares) | 5.0K shares | ||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 1.0B shares | 1.0B shares | |
| Common stock, shares issued (in Shares) | 112.9M shares | 2.4M shares | |
| Common stock, shares outstanding (in Shares) | 112.9M shares | 2.4M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $97.7K | $420.1K | |
| Accounts receivable, net | $153.0K | $1.8M | |
| Inventories, net | $1.8M | ||
| Prepayments and other current assets | $100.0K | $151.4K | |
| Total Current Assets | $955.8K | $5.2M | |
| Deposits | $951.0K | $428.6K | |
| Right-of-use assets, net | $133.9K | $470.7K | |
| Cost method investment | $1.0M | ||
| Property and equipment, net | $18.4M | $4.2M | |
| Total Assets | $20.4M | $11.3M | |
| Short-term loans | $4.2M | $2.7M | |
| Current portion of long-term debts | $466.3K | $301.1K | |
| Convertible notes | $1.7M | $987.6K | |
| Convertible notes - related party | $64.4K | ||
| Accounts payable | $9.7M | $10.4M | |
| Other payables and accrued liabilities | $5.2M | $3.5M | |
| Operating lease liabilities - current | $101.3K | $262.4K | |
| Commitment shares to be issued | $171.2K | ||
| Tax accrual | $471.7K | $501.4K | |
| Deferred income - Contract liabilities | $49.7K | $144.8K | |
| Deferred income - Contract liabilities - related party | $86.5K | $86.5K | |
| Total Current Liabilities | $23.3M | $19.8M | |
| Long-term debts, net of current portion | $5.4M | $5.7M | |
| Operating lease liabilities, net of current portion | $35.7K | $205.6K | |
| Long-term convertiable notes - related party | $3.0M | ||
| Total Non-Current Liabilities | $8.4M | $5.9M | |
| Total Liabilities | $31.7M | $25.7M | |
| Redeemable convertible preferred stock ($0.0001 par value, 754 and nil issued and outstanding at December 31, 2025 and 2024, respectively), at redemption value | $1.5M | ||
| Common stock ($0.0001 par value,1,000,000,000 shares authorized,112,541,596 and 2,445,364 shares issued and outstanding at December 31, 2025 and 2024, respectively) | $11.3K | $246 | |
| Additional paid-in capital | $24.0M | $10.4M | |
| Accumulated deficit | -$36.8M | -$24.7M | |
| Accumulated other comprehensive loss | -$706 | -$981 | |
| Total Stockholders Deficit | -$12.7M | -$14.3M | -$6.7M |
| Total Liabilities and Stockholders Deficit | $20.4M | $11.3M | |
| Redeemable convertible preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Redeemable convertible preferred stock, shares issued (in Shares) | 754 shares | ||
| Redeemable convertible preferred stock, shares outstanding (in Shares) | 754 shares | ||
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |
| Preferred stock, shares issued (in Shares) | 5.0K shares | ||
| Preferred stock, shares outstanding (in Shares) | 5.0K shares | ||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 1.0B shares | 1.0B shares | |
| Common stock, shares issued (in Shares) | 112.9M shares | 2.4M shares | |
| Common stock, shares outstanding (in Shares) | 112.9M shares | 2.4M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$12.0M | -$13.7M |
| Depreciation expense | $303.4K | $159.4K |
| Allowance for credit losses | $1.8M | $408.6K |
| Amortization of operating right-of-use asset | $446.2K | $376.4K |
| Amortization of debt issuance cost | $811.6K | $121.1K |
| (Gain) loss on loan extinguishment | -$67.2K | $8.4K |
| Loss on impairment of investment | $1.0M | |
| Gain on disposal of property and equipment | -$20.7K | |
| Stock compensation expenses | $341.5K | $1.4M |
| Non cash finance expense | $200.0K | $1.0M |
| Change in fair value of commitment shares to be issued | -$28.8K | |
| Inventory impairment loss | $544.5K | $2.3M |
| Accounts receivable | $834.3K | -$1.7M |
| Inventories | $1.2M | $952.3K |
| Prepayments and other current assets | $304.3K | -$11.7K |
| Prepayments - related parties | $10.0K | |
| Security deposit | $398.6K | -$381.0K |
| Accounts payable | -$798.0K | $2.6M |
| Other payables and accrued liabilities | $1.1M | $437.9K |
| Accrued interest payable - related parties | $134.3K | $101.6K |
| Operating lease liabilities | -$440.3K | -$393.4K |
| Tax accrual | -$29.6K | $160.7K |
| Deferred income - Contract liabilities | -$95.1K | $112.3K |
| Net cash used in operating activities | -$4.0M | -$5.9M |
| Loan to Lakeshore | -$40.0K | |
| Deposit from investment of Future Tech | -$721.0K | |
| Deposit from licensing fee of Datavault AI | -$200.0K | |
| Proceeds from disposal of property and equipment | $26.0K | |
| Proceeds from asset acquisition | $31.7K | |
| Net cash used in investing activities | -$863.4K | -$40.0K |
| Proceeds from the reverse recapitalization | $1.1M | |
| Payments of transaction costs incurred by Lakeshore | -$1.0M | |
| Repayments of promissory note - related party of Lakeshore | -$75.0K | |
| Capital contribution in advance | $1.4M | |
| Proceeds from exercise of warrants | $865.4K | $451.4K |
| Shares and warrants issued through public offering | $3.3M | |
| Payments of deferred offering costs | -$266.9K | |
| Proceeds from shares issued under equity line of credit | $170.2K | |
| Long-term loan borrowing | $97.2K | |
| Repayments on long-term loan | -$202.3K | -$269.1K |
| Short-term loan borrowing from third parties | $2.0M | $4.9M |
| Repayments on short-term loan from third parties | -$1.2M | -$2.9M |
| Short-term loan borrowing from related parties | $134.0K | |
| Repayments on short-term loan from related parties | -$220.8K | -$50.0K |
| Convertible notes borrowing | $2.3M | $1.2M |
| Repayments on convertible notes | -$802.9K | -$272.9K |
| Borrowings from other payables - related parties | $59.1K | $38.2K |
| Payments on other payables - related parties | -$46.3K | -$30.0K |
| Net cash provided by financing activities | $4.5M | $6.2M |
| EFFECT OF FOREIGN EXCHANGE ON CASH | $276 | $94 |
| CHANGES IN CASH AND CASH EQUIVALENTS | -$322.4K | $198.4K |
| Cash paid for income tax | $1.7K | $3.3K |
| Cash paid for interest | $391.7K | $1.3M |
| Right of use assets acquired under new operating leases | $124.4K | $398.8K |
| Reduction of right-of-use asset and operating lease liabilities based on modification | $54.8K | |
| Accumulated deficit acquired upon the reverse recapitalization | $1.7M | |
| Deferred offering cost converted to APIC upon the reverse recapitalization | $1.1M | |
| Conversion of convertible notes into shares | $1.0M | |
| Debt-to-equity conversion | $1.7M | $1.5M |
| Forgiveness of related partys debt | $2.1M | |
| Asset acquisition via preferred stock issuance | $9.4M | |
| Asset acquisition via convertible note issuance | $3.0M |
No quarter-by-quarter statement was filed.
Corporate structure
Nature's Miracle Holding Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Nature's Miracle Holding Inc.
- Tie James Li Filed SCHEDULE 13D/A on Nature's Miracle Holding Inc., latest Jul 28, 2025 (3 filings since Jul 9, 2024)
- Zhiyi Zhang Filed SCHEDULE 13D/A on Nature's Miracle Holding Inc., latest Jul 28, 2025 (3 filings since Apr 17, 2024)
- Varto Levon Doudakian Filed SC 13D on Nature's Miracle Holding Inc., latest Jul 16, 2024
- Nature's Miracle Holding Inc. Upland, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Nature's Miracle Holding Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $21.6M4 Dec 31, 2025 | $4.7M4 Dec 31, 2024 | +355.0% |
| Accumulated depreciation | $3.2M4 Dec 31, 2025 | $501.3K4 Dec 31, 2024 | +545.3% |
| Property and equipment, net | $18.4M4 Dec 31, 2025 | $4.2M4 Dec 31, 2024 | +332.6% |
| Operating-lease assets (leased space) | $133.9K4 Dec 31, 2025 | $470.7K4 Dec 31, 2024 | −71.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $97.7K4 Dec 31, 2025 | $420.1K4 Dec 31, 2024 | −76.7% |
| Stakes in other companies (equity method) | $1.0M4 Dec 31, 2024 | $1.0M6 Dec 31, 2023 | 0% |
| Deposits held (banks) | $401.0K6 Dec 31, 2024 |
Inventory
Properties, in its own words
We have over 36,599 square feet of warehouse space under lease in Upland California. Our U.S. corporate headquarters is in Ontario, California.
We believe that our existing facilities are adequate for our needs at this time, although we do plan to open new distribution centers in the future to meet anticipated demand resulting from overall market growth.
The rest of Item 2
We recently acquired an office building in downtown Toledo commonly known as PNC Bank Tower. We lease the building to the Federal Courts, PNC Bank, law firms and other commercial office space users. We allocate a small space for our four employees in Ohio, who primarily work in maintenance and leasing management.
Item 2 of the 10-K filed Apr 15, 2026.3
Leadership
Who has led Nature's Miracle Holding Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chair
President
Chief financial officer
Chief operating officer
2025
- Chief executive officerTie James Li Jul 9, 2024 to now10
- ChairTie James Li Jul 9, 2024 to now10
- PresidentZhiyi Zhang Mar 13, 2024 to now11
- Chief financial officerGeorge Yutuc Mar 13, 2024 to Dec 5, 202412
- Chief financial officerDaphne Yan Huang Dec 5, 2024 to now13
- Chief operating officerDarin Carpenter Mar 13, 2024 to now14
Board members and other officers (5)
- Vice PresidentVarto Levon Doudakian Mar 13, 2024 to now15
- Board memberCharles Jourdan Hausman Mar 13, 2024 to now16
- Board memberZhiyi Zhang Mar 13, 2024 to now11
- Board memberJon M. Montgomery Mar 14, 2024 to now17
- Board memberH. David Sherman Mar 18, 2024 to now18
Former names
- LBBB Merger Corp.Nov 14, 2022 to Feb 1, 20242
Timeline
- May 28, 20268-K Entered a material agreement19
- Apr 14, 20268-K Earlier financial statements no longer reliable20
- Mar 13, 20268-K Executive or director change21
- Feb 9, 20268-K Entered a material agreement; Unregistered sale of shares; Executive or director change22
- Dec 9, 20258-K Bylaws or fiscal year changed23
- Oct 14, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares24
- Oct 8, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares25
- Aug 14, 20258-K Entered a material agreement; Debt or obligation accelerated26
- Aug 8, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares27
- Jul 28, 20258-K Entered a material agreement28
- Jul 28, 20258-K Entered a material agreement; Unregistered sale of shares29
- May 7, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares30
- Jul 9, 2024New chief executive Tie James Li becomes CEO10
Filings
164 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 40 major events, 19 insider forms, 7 large holders, 87 other. The latest 20:
- May 28, 20268-K CURRENT REPORT EDGAR
- May 27, 202610-Q QUARTERLY REPORT EDGAR
- May 13, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- Apr 15, 202610-K ANNUAL REPORT EDGAR
- Apr 14, 202610-Q/A AMENDMENT NO. 1 TO FORM 10-Q EDGAR
- Apr 14, 20268-K CURRENT REPORT EDGAR
- Mar 31, 2026NT 10-K NOTIFICATION OF LATE FILING EDGAR
- Mar 13, 20268-K CURRENT REPORT EDGAR
- Feb 9, 20268-K CURRENT REPORT EDGAR
- Dec 9, 20258-K CURRENT REPORT EDGAR
- Nov 14, 2025DEF 14C INFORMATION STATEMENT EDGAR
- Nov 14, 202510-Q QUARTERLY REPORT EDGAR
- Oct 28, 2025PRE 14C PRELIMINARY INFORMATION STATEMENT EDGAR
- Oct 14, 20258-K CURRENT REPORT EDGAR
- Oct 8, 20258-K CURRENT REPORT EDGAR
- Aug 20, 2025424B3 PROSPECTUS SUPPLEMENT EDGAR
- Aug 14, 202510-Q QUARTERLY REPORT EDGAR
- Aug 14, 20258-K CURRENT REPORT EDGAR
- Aug 8, 20258-K CURRENT REPORT EDGAR
- Jul 28, 2025SCHEDULE 13D/A EDGAR
The 164 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Tie James LiSCHEDULE 13D/A, 3 filings Jul 9, 2024 to Jul 28, 202531
- Zhiyi ZhangSCHEDULE 13D/A, 3 filings Apr 17, 2024 to Jul 28, 202532
- Varto Levon DoudakianSC 13D, 1 filing Jul 16, 202433
SEC filer profile
How Nature's Miracle Holding Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARNature's Miracle Holding Inc.1
- CIK0001947861
- Employer ID (EIN)88-39864303
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)3523 Farm Machinery & Equipment1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address858 North Central Avenue, Upland, CA 917861
- Phone888-420-36941
- Shares outstanding606,629,892 as of May 26, 20268
- Public float$518.6K as of Jun 30, 20253
- AuditorWWC, P.C., San Mateo, CA PCAOB ID 1171; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceNov 14, 20221
- Filings164 in all: 8-K (40), CORRESP (22), UPLOAD (16), 3 (10), S-1/A (9), 10-Q (7), 4 (7), S-4/A (7)1
All 31 form types
424B3 (4), EFFECT (4), 10-K (3), 424B4 (3), DEF 14C (3), NT 10-K (3), PRE 14C (3), S-1 (3), SC 13D (3), 3/A (2), SC 13D/A (2), SCHEDULE 13D/A (2), 1-A (1), 1-A-W (1), 10-Q/A (1), 25-NSE (1), 8-A12B (1), CERT (1), DRS (1), DRSLTR (1), NT 10-Q (1), S-1MEF (1), S-4 (1)
- Latest filingsAnnual report (10-K) Apr 15, 2026
Quarterly report (10-Q) May 27, 2026
Latest 8-K (8-K) May 28, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | NMHI | NONE |
| Warrants to purchase Common Stock, at an exercise price of $11.50 per share | NMHIW | NONE |
From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Nature's Miracle Holding Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 44 risks under these headings, as written.3
- We have incurred substantial operating losses since 2022 and there is substantial doubt about our ability to continue as a going concern.
- Our competitors and potential competitors may develop products and technologies that are more effective or commercially attractive than our products, and we may not successfully develop new products or improve existing products or maintain our effectiveness in reaching consumers through rapidly evolving communication vehicles.
- Negative economic conditions, specifically in the United States and Canada, could adversely affect our business.
- Our international operations make us susceptible to the costs and risks associated with operating internationally.
- As a public reporting company, we are subject to rules and regulations established from time to time by the SEC and Public Company Accounting Oversight Board regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner, which could adversely affect our business.
- Our limited operating history in the CEA industry makes it difficult to accurately forecast our future operating results and evaluate our business prospects.
- Our marketing activities may not be successful.
- We typically do not enter into long term contracts with our customers and all the orders are placed on an as-needed base, and any failure to keep the recurring customers or develop new customers could result in a material adverse impact on our financial performance and business prospects.
- In order to increase our sales and marketing infrastructure, we will need to grow the size of our organization and carefully manage our expanding operations to achieve sustainable growth, and we may experience difficulties in managing this growth.
- Our estimates of the CEA products market opportunity and forecasts of the market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
- We occupy our warehouse and officers under long-term leases, and we may be unable to renew our leases at the end of their terms.
- Unanticipated changes in our tax provisions, the adoption of new tax legislation or exposure to additional tax liabilities could affect our profitability and cash flows.
The other 32 risks
- We may require additional financing to achieve our business goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our operations and future growth.
- If product liability lawsuits are brought against us, we may incur substantial liabilities.
- Our top suppliers are principally located in regions that are subject to earthquakes and other natural and man-made disasters.
- Our reliance on a limited base of suppliers for our products may result in disruptions to our business and adversely affect our financial results.
- A significant interruption in the operation of our suppliers’ facilities could impact our capacity to produce products and service our customers, which could adversely affect revenues and earnings.
- If our suppliers are unable to source raw materials in sufficient quantities, on a timely basis, and at acceptable costs, our ability to sell our products may be harmed.
- Disruptions in availability or increases in the prices of raw materials sourced by suppliers could adversely affect our results of operations.
- Arbitration proceedings, legal proceedings, investigations and other claims or disputes are costly to defend and, if determined adversely to us, could require us to pay fines or damages, undertake remedial measures, or prevent us from taking certain actions, any of which could adversely affect our business.
- We may not be able to adequately obtain, maintain, protect or enforce our intellectual property and other proprietary rights that are material to our business.
- We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
- Intellectual property disputes could cause us to spend substantial resources and distract our personnel from their normal responsibilities.
- If our owned trademark is not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
- Risks Related to Government and Regulation
- Certain state and other regulations pertaining to the use of certain ingredients in growing media could adversely impact us by restricting our ability to sell such products.
- Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, which are commonly used in grow media products, could result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.
- Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
- General Risk Factors
- We may acquire other greenhouses or other indoor farming manufacturing operations, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.
- Our success depends on employing a skilled local labor force, and failure to attract and retain qualified employees could negatively impact our business, results of operations and financial condition.
- Litigation may adversely affect our business, financial condition and results of operations.
- Damage to our reputation or our brand could negatively impact our business, financial condition and results of operations.
- Members of our Board will have other business interests and obligations to other entities.
- Our actual operating results may differ significantly from our guidance.
- We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
- Risks Related to and Ownership of our Common Stock
- The Warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination.
- The Warrants and Pre-Funded Warrants are speculative in nature.
- The Warrants may not be exercised until we receive the Warrant Stockholder Approval.
- Since the Pre-Funded Warrants and Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.
- Stockholders may experience future dilution as a result of this and future equity offerings.
- Our stock price may fluctuate significantly.
- If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
- Our Stock is Trading on the OTC- Pink Market
- If there is no viable public market for our common stock, you may be unable to sell your shares at or above your purchase price.
- We may be subject to securities litigation, which is expensive and could divert our management’s attention.
- You should consult your own independent tax advisor regarding any tax matters arising with respect to the securities offered in connection with this offering.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. Except as set forth below or in note 18 to the financial statements included in this annual report, we are currently not party to any material legal proceedings.
On July 16, 2025, Funders App LLC dba Tenthly, a lender to the Company (“Factor K”) filed a complaint in Court in Monroe County, New York referring to an outstanding balance of $100,588 after payments of $46,551 on its loan agreement with the Company, dated February 11, 2025. The total claimed amount is $129,463 plus interest from June 30, 2025 and attorney fees. On July 22, 2025, Factor K and the Company entered into a Stipulation of Settlement Agreement pursuant to which each party agreed to a settlement amount and remittance schedule that commenced July 23, 2025. In the event of default on payments, Factor K may file a default judgment for the sum of $129,463.45 less remittances pursuant to the Stipulation of Settlement Agreement.
On July 31, 2025, Webfunder LLC (“Factor I”) filed a Settlement Agreement for Stay of Prosecution in the Seventeenth Judicial Court in Broward County, Florida, pursuant to which both parties agreed to a new payment schedule from August 5, 2025 to December 9, 2025 for a total amount of $186,572. The original loan referred to in this Settlement Agreement for Stay of Prosecution was a standard merchant cash advance settlement agreement dated December 12, 2024 (Refer to Note 18 for detail). There are remedies and other protective language for Factor I in the event of non-performance.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11SEC EDGARZhiyi Zhang, President
- 12
- 13
- 14
- 15
- 16
- 17SEC EDGARJon M. Montgomery, Board member
- 18SEC EDGARH. David Sherman, Board member
- 19SEC EDGAREntered a material agreement
- 20
- 21SEC EDGARExecutive or director change
- 22
- 23SEC EDGARBylaws or fiscal year changed
- 24
- 25
- 26
- 27
- 28SEC EDGAREntered a material agreement
- 29
- 30
- 31
- 32
- 33