Nature's Miracle Holding Inc. Records a One-Time Gain of $6.9 Million From the Debt Settlement and Mutual Release with Megaphoton Inc.

ONTARIO, Calif., Feb. 4, 2026 /PRNewswire/ -- Nature's Miracle Holding Inc. (OTCQB: NMHI) ("Nature's Miracle" or the "Company"), a leader in controlled environment agricultural technology, today announced it has entered into a formal Settlement Agreement and Mutual Release with Megaphoton Inc. The agreement effectively resolves all outstanding legal disputes and trade payables between the two parties.

Under the terms of the agreement, Nature's Miracle will issue 15 million shares of common stock (approximately 13% of the Company's outstanding shares) to Megaphoton at a valuation of $0.46 per share. This issuance serves as full consideration for the forgiveness of $6.9 million in trade payables previously owed by Nature's Miracle's subsidiaries, Visiontech Group and Hydroman Inc. Additionally, the Company has agreed to reimburse Megaphoton $300,000 for legal costs.

This strategic settlement results in a one-time gain of $6.9 million and a corresponding increase in shareholder equity for the first quarter of 2026. The agreement brings a definitive end to the litigation process that began in 2022, when both companies filed complaints and cross-complaints against one another.

"We want to express our gratitude to the Megaphoton team for working with us to resolve this long-standing legal uncertainty," said Tie 'James' Li, Chairman and CEO of Nature's Miracle. "This settlement significantly reduces our liabilities and rationalizes our balance sheet, setting the stage for the Company's future growth and uplifting. We look forward to relaunching our agriculture and indoor growing business with the potential for future cooperation with Megaphoton, a premier producer of indoor growing equipment."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Nature's Miracle Holding Inc.

Nature's Miracle (www.Nature-Miracle.com) is a growing agriculture technology company providing equipment and services to the Controlled Environment Agriculture ("CEA") industry, including vertical farming in North America. Through its two wholly-owned subsidiaries, Visiontech Group, Inc. and Hydroman, Inc., Nature's Miracle provides grow lights and hydroponic products to hundreds of indoor growers. The Company also maintains a robust pipeline to build commercial-scale greenhouses to meet the growing demand for fresh, local produce in North America. 

About Megaphoton Inc.

Megaphoton (www.mphoton.com) operates at the forefront of the smart agriculture industry, providing advanced iGH fully controlled industrial greenhouse environmental systems. Their self-developed technologies include artificial light systems, water-fertilizer integration, and central management systems that regulate temperature, humidity, light, water, fertilizer, and gas. Megaphoton has successfully executed over 300 large-scale smart greenhouse projects across the Netherlands, Germany, the United States, Canada, and Australia. 

Forward-Looking Statements

The information in this press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "forecast," "intends," "may," "will," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example: the intended use of proceeds from the offering; successful launch and implementation of NMHI's joint projects with manufacturers and other supply chain participants of steel, rubber and other materials; changes in NMHI's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; NMHI's ability to develop and launch new products and services; NMHI's ability to successfully and efficiently integrate future expansion plans and opportunities; NMHI's ability to grow its business in a cost-effective manner; NMHI's product development timeline and estimated research and development costs; the implementation, market acceptance and success of NMHI's business model; developments and projections relating to NMHI's competitors and industry; and NMHI's approach and goals with respect to technology. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing of the Company's shares on Nasdaq; changes in applicable laws or regulations; the effects of the COVID-19 pandemic on NMHI's business; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which NMHI operates; the risk that NMHI and its current and future collaborators are unable to successfully develop and commercialize NMHI's products or services, or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability; the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk that NMHI is unable to secure or protect its intellectual property; the possibility that NMHI may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described in NMHI's filings from time to time with the Securities and Exchange Commission.

SOURCE Nature's Miracle Holding Inc.