Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2016, AeroGrow International, Inc. (the “Company”) entered a $6.0 Million Term Loan Agreement with The Scotts Miracle-Gro Company. The funding will provide general working capital to support anticipated growth as the Company expands its retail and its direct-to-consumer sales channels. The proceeds will be made available as needed in increments of $500,000 not to exceed $6.0 million with a due date of April 15, 2017. Interest will be charged at the stated rate of 10% and will be paid quarterly in arrears on the 15
th
day of each June, September, December and March.
As previously reported in a Current Report on Form 8-K filed with the SEC on April 23, 2013, the Company entered into a strategic alliance with The Scotts Miracle-Gro Company in which, among other things, the Company issued: (i) 2,649,007 shares of Series B Convertible Preferred Stock to a wholly owned subsidiary of Scotts Miracle-Gro; and (ii) a warrant to purchase shares of the Company’s common stock for an aggregate purchase price of $4.0 million. The Term Loan was approved by disinterested members of the Company’s Board of Directors.
The foregoing description of the $6.0 Million Term Loan Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.
On July 15, 2016, AeroGrow International, Inc. (the “Company”) and The Scotts Miracle-Gro Company entered into an amendment to the Collaboration Services Agreement, first dated April 22, 2013 and executed as part of the initial Securities Purchase Agreement, the details of which were disclosed in the Current Report on Form 8-K filed with the SEC on April 23, 2013. The Company and The Scotts Miracle-Gro Company entered into an amendment to the Collaboration Services Agreement to amend the scope and types of services the Company will provide on behalf of The Scotts Miracle-Gro Company.
On July 15, 2016, AeroGrow International, Inc. (the “Company”) and The Scotts Miracle-Gro Company entered into an amendment to the Supply Chain Services Agreement, first dated April 22, 2013 and executed as part of the initial Securities Purchase Agreement, the details of which were disclosed in the Current Report on Form 8-K filed with the SEC on April 23, 2013. The Company and The Scotts Miracle-Gro Company entered into an amendment to the Supply Chain Services Agreement to amend the scope of services the Company will provide to assist with providing products manufacturing and delivery to The Scotts Miracle-Gro Company.
On July 15, 2016, AeroGrow International, Inc. (the “Company”) and The Scotts Miracle-Gro Company entered into an amendment to the Brand License Agreement, first dated April 22, 2013 and executed as part of the initial Securities Purchase Agreement, the details of which were disclosed in the Current Report on Form 8-K filed with the SEC on April 23, 2013. The Company and The Scotts Miracle-Gro Company entered into an amendment to the Brand License Agreement to amend the additional territory for sales of the Company to include France and Germany.
On July 15, 2016, AeroGrow International, Inc. (the “Company”) and The Scotts Miracle-Gro Company entered into an amendment to the Technology License Agreement, first dated April 22, 2013 and executed as part of the initial Securities Purchase Agreement, the details of which were disclosed in the Current Report on Form 8-K filed with the SEC on April 23, 2013. The Company and The Scotts Miracle-Gro Company entered into an amendment to the Technology License Agreement to amend the additional territory for sales of the Company and calculation of additional territories royalty payment.
On July 15, 2016, AeroGrow International, Inc. (the “Company”) and The Scotts Miracle-Gro Company entered into an amendment to the Warrant to Purchase Shares of Common Stock, first dated April 22, 2013 and executed as part of the initial Securities Purchase Agreement, the details of which were disclosed in the Current Report on Form 8-K filed with the SEC on April 23, 2013. The Company and The Scotts Miracle-Gro Company entered into an amendment to the Warrant to Purchase Shares of Common Stock to amend the exercise price definition in combination with the foregoing agreements.
The foregoing descriptions of the Amendments above do not purport to be complete and is qualified in its entirety by reference to the full text of such amendments, which is filed as Exhibit 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 to this Current Report on Form 8-K and is incorporated by reference herein.