Current Report Filing (8-k)
July 06 2020 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): June 29, 2020
GROWGENERATION
CORP
(Exact
Name of Registrant as Specified in its Charter)
Colorado
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333-207889
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46-5008129
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(State or other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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930
W 7th Ave, Suite A
Denver,
Colorado 80204
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (800) 935-8420
N/A
(Former
Address of Principal Executive Offices)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the
following provisions (see General Instruction A.2. below):
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☒
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol
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Name
of each exchange on which registered
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Common Stock, par value $0.001 per share
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GRWG
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The NASDAQ Stock
Market LLC
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Section
1 - Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On June 29, 2020,
the Registration Statement on Form S-1 (File No. 333-239058) (the “Registration Statement”) relating to an underwritten
public offering (the “Offering”) of common stock of GrowGeneration Corp. (the “Company”) was
declared effective by the U.S. Securities and Exchange Commission, and on June 29, 2020, the Company subsequently filed a registration
statement on Form S-1 (File No. 333-239545) related to the Registration Statement to upsize the Offering from $35.0 million to
$42.0 million pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing.
In
addition, in connection with the Offering, the Company entered into an underwriting agreement
(the “Underwriting Agreement”) on June 29, 2020 with Oppenheimer & Co. Inc., as representative of the underwriters,
a form of which was previously filed as an exhibit to the Registration Statement.
On
July 2, 2020 the Company consummated the Offering of 8,625,000 shares of its common stock (the “Shares”), which included
the exercise in full of the underwriters’ option to purchase an additional 1,125,000
shares of common stock to cover over-allotments. The Shares were sold at a public offering price of $5.60 per share, generating
gross proceeds of $48,300,000 before deducting the underwriting discounts and commissions
and other offering expenses.
The
above descriptions are qualified in their entirety by reference to the full text of the Underwriting
Agreement, which is incorporated by reference herein and filed herewith as Exhibits 1.1.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: July 6,
2020
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GrowGeneration Corp.
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By:
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/s/
Darren Lampert
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Name:
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Darren Lampert
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Title:
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Chief Executive Officer
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2
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