Registration of Additional Securities (up to 20%) (s-1mef)
June 29 2020 - 7:18PM
Edgar (US Regulatory)
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
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5200
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46-5008129
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(State or other
jurisdiction of
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(Primary Standard
Industrial
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(I.R.S. Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
Number)
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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
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Stuart
Bressman
Rupa
Briggs
White
& Case LLP
1221
Avenue of the Americas
New
York, NY 10020
Telephone:
(212) 819-8200
Fax:
(212) 354-8113
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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
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration
Fee(1)
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Common Stock, $0.001 par value per share
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$
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8,050,000
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$
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1,044.89
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(1)
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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.
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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
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.
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GROWGENERATION CORP.
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By:
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/s/
Darren Lampert
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Name: Darren Lampert
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Title: Chief Executive
Officer
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By:
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/s/
Monty Lamirato
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Name: Monty Lamirato
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Title: Chief Financial
Officer
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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
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Title
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Date
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/s/
Darren Lampert
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Chief Executive Officer and Director
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June 29, 2020
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Darren Lampert
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(Principal Executive Officer)
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/s/
Monty Lamirato
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Chief Financial Officer
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June 29, 2020
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Monty Lamirato
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(Principal Financial and Accounting Officer)
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/s/
Michael Salaman
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President and Director
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June 29, 2020
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Michael Salaman
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*
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Director
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June 29, 2020
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Stephen Aiello
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*
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Director
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June 29, 2020
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Sean Stiefel
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*
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Director
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June 29, 2020
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Paul Ciasullo
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*By:
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/s/
Darren Lampert
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Darren
Lampert
Attorney-in-fact
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2
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