As filed with the U.S. Securities and Exchange Commission on June 29, 2020.

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

GrowGeneration Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

Colorado   5200   46-5008129
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S.  Employer
incorporation or organization)   Classification Code Number)   Identification Number)

 

930 W 7th Ave, Suite A

Denver, Colorado 80204

Telephone: 800-935-8420

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Darren Lampert

Chief Executive Officer

GrowGeneration Corp.

930 W 7th Ave, Suite A

Denver, Colorado 80204

Telephone: 800-935-8420

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

Copies to:

 

Mitchell Lampert, Esq.

Robinson & Cole LLP

1055 Washington Boulevard

Stamford, CT 06901

Telephone: (203) 462-7559

Fax: (203) 462-7599

Stuart Bressman

Rupa Briggs

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020

Telephone: (212) 819-8200

Fax: (212) 354-8113

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-239058)

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     Accelerated filer  
Non-accelerated filer     Smaller reporting company  
        Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of Securities to be Registered   Proposed
Maximum
Aggregate
Offering
Price(1)
    Amount of
Registration
Fee(1)
 
Common Stock, $0.001 par value per share   $ 8,050,000     $ 1,044.89  

 

 

(1)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $40,250,000 on a Registration Statement on Form S-1 (File No. 333-239058), which was declared effective by the Securities and Exchange Commission on June 29, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $8,050,000 is hereby registered, which includes the additional shares that the underwriters have the option to purchase, solely to cover over-allotments, if any.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, GrowGeneration Corp. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-239058) (the “Prior Registration Statement”), which the Registrant filed with the Commission on June 10, 2020, and which the Commission declared effective on June 29, 2020.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares of common stock to be offered by the Registrant in the public offering by $8,050,000, which includes additional shares that the underwriters have the option to purchase, solely to cover over-allotments, if any. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
     
5.1   Opinion of Andrew I. Telsey, P.C..
     
23.1   Consent of Independent Registered Public Accounting Firm, Connolly Grady & Cha, P.C.
     
23.2   Consent of Andrew I. Telsey, P.C. (included in Exhibit 5.1).
     
24.1   Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 333-239058), filed with the Commission on June 10, 2020 and incorporated herein by reference).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 29th day of June, 2020.

 

  GROWGENERATION CORP.
     
  By: /s/ Darren Lampert
    Name:  Darren Lampert
    Title:    Chief Executive Officer
     
  By: /s/ Monty Lamirato
    Name:  Monty Lamirato
    Title:    Chief Financial Officer

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Person   Title   Date
         
/s/ Darren Lampert   Chief Executive Officer and Director   June 29, 2020
Darren Lampert   (Principal Executive Officer)    
         
/s/ Monty Lamirato   Chief Financial Officer   June 29, 2020
Monty Lamirato   (Principal Financial and Accounting Officer)    
         
/s/ Michael Salaman   President and Director   June 29, 2020
Michael Salaman        
         
*   Director   June 29, 2020
Stephen Aiello        
         
*   Director   June 29, 2020
Sean Stiefel        
         
*   Director   June 29, 2020
Paul Ciasullo        

 

     
*By: /s/ Darren Lampert  
 

Darren Lampert

 Attorney-in-fact

 

 

 

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