Attached files
file | filename |
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EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, CONNOLLY GRADY & CHA, - GrowGeneration Corp. | ea123639ex23-1_growgen.htm |
EX-5.1 - OPINION OF ANDREW I. TELSEY, P.C. - GrowGeneration Corp. | ea123639ex5-1_growgen.htm |
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
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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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