SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 19, 2021
Hydrofarm Holdings Group, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
|270 Canal Road|
Fairless Hills, PA 19030
|(Address of Principal Executive|
Offices) (Zip Code)
|Registrant’s telephone number, including area code: (707) 765-9990|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol(s)||Name of each exchange on which registered|
|Common Stock, $0.0001 par value per share||HYFM||NASDAQ Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 8.01||Other Events.|
On July 19, 2021 (the “Redemption Date”), Hydrofarm Holdings Group, Inc. (the “Company”) completed its previously announced redemption (the “Redemption”) of certain of its outstanding warrants (the “Investor Warrants”) to purchase shares of the Company’s common stock that were issued in connection with a private placement of units, each consisting of a share of common stock and an Investor Warrant to purchase an additional one-half (1/2) shares of common stock which concluded on October 30, 2018. Prior to the Redemption Date 3,367,647 Investor Warrants were exercised, generating approximately $56.8 million of gross proceeds to the Company. Pursuant to the Redemption, the Company redeemed 1,491 Investor Warrants for a redemption price of $0.00033712 per Investor Warrant. As of July 20, 2021, the Company had outstanding 43,926,486 shares of common stock.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Hydrofarm Holdings Group, Inc.|
|Date: July 23, 2021||By:||/s/ William Toler|
|Title:||Chief Executive Officer|