Nature's Miracle to acquire Agrify in stock deal valued at ~$6.35M

Nature's Miracle Holding Inc.

AGFY shareholders get 0.45 NMHI per share; implied equity ~$6.35M using NMHI $0.93 close.
NMHI will purchase ~$750K of horticultural LED lighting goods from Agrify before closing.
NMHI to acquire Agrify debt held by Raymond Chang entities: $3M Senior Note at close, $7M for remaining ~$10.1M within 12 months.
Raymond Chang to become President of Agrify division and join NMHI Board; one more Agrify director to join.
Deal expected to close within 6 months, subject to due diligence, shareholder votes, and other conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.85

Nature's Miracle Holding Inc. entered into Debt Purchase Term Sheet with CP Acquisitions LLC and GIC Acquisition, LLC valued at Nature's Miracle will purchase approximately $13.1 million of Agrify's Senior Note and the Junior No (effective 2024-04-17).

Action: entry
Counterparty: CP Acquisitions LLC and GIC Acquisition, LLC
Value: Nature's Miracle will purchase approximately $13.1 million of Agrify's Senior Note and the Junior No
Effective: 2024-04-17

Exact text from the filing

In connection with the closing of the Proposed Merger, Nature’s Miracle executed a separate term sheet related to the current debt of Agrify held by two entities, CP Acquisitions LLC (“CP”) and GIC Acquisition, LLC (“GIC”), each of which is controlled by Raymond Chang, Agrify’s Chairman and Chief Executive Officer (the “Debt Purchase Term Sheet”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.92

Nature's Miracle Holding Inc. entered into Merger Term Sheet with Agrify Corporation valued at acquisition of Agrify through reverse triangular merger; issuance of shares to Agrify shareholders a (effective 2024-04-17).

Action: entry
Agreement: merger
Counterparty: Agrify Corporation
Value: acquisition of Agrify through reverse triangular merger; issuance of shares to Agrify shareholders a
Effective: 2024-04-17

Exact text from the filing

On April 17, 2024, Nature’s Miracle Holding Inc. (the “Company” or “Nature’s Miracle”) entered into a term sheet (the “Merger Term Sheet”) with Agrify Corporation, a Nevada corporation and Nasdaq listed entity (NASDAQ: AGFY) (“Agrify”).

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Nature's Miracle Holding Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-034902

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