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AeroGrow International, Inc. – ‘8-K’ for 10/8/20

On:  Thursday, 10/8/20, at 5:04pm ET   ·   For:  10/8/20   ·   Accession #:  1185185-20-1422   ·   File #:  1-33531

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/08/20  AeroGrow International, Inc.      8-K:8,9    10/08/20    2:42K                                    Federal Filings, LLC/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     15K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     15K 


‘8-K’   —   Current Report


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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): October 8, 2020

 

AeroGrow International, Inc.

(Exact name of registrant as specified in charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

001-33531

46-0510685

(Commission File Number)

(IRS Employee Identification No.)

 

5405 Spine Rd, Boulder, Colorado

80301

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 444-7755

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AERO

OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐

  

 

 

 

Item 8.01 Other Events.

 

On October 2, 2020, AeroGrow International, Inc. (the “Company”) entered into a non-binding Letter of Intent (“LOI”) with The Scotts Miracle-Gro Company (“Scotts”). The LOI set forth the terms for a transaction in which Scotts would acquire all of the outstanding shares of Common Stock it does not currently own, subject to the satisfaction of various customary conditions. The LOI provides that the transaction would be structured as a merger pursuant to which the shareholders of AeroGrow other than Scotts would receive consideration of $3.00 per share in cash.  

 

The LOI was approved by the AeroGrow Board of Directors after a recommendation from the Special Committee of the Board consisting of the independent directors.  The Special Committee made the recommendation after consultation with Stifel, which has acted as the financial advisor to the Special Committee.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits.  The following exhibit is furnished with this Form 8-K:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Letter of Intent executed October 2, 2020

 

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission.

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

AeroGrow International, Inc.

 

(Registrant)

 

 

Date: October 8, 2020

By:

/s/ Grey H. Gibbs

 

 

Grey H. Gibbs

Principal Accounting Officer

 

 

 

Dates Referenced Herein

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:10/8/20None on these Dates
10/2/20
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/21  AeroGrow International, Inc.      SC 13E3/A              1:68K  AeroGrow International, Inc.      Donnelley … Solutions/FA
 2/16/21  AeroGrow International, Inc.      10-Q       12/31/20   49:3.6M                                   Federal Filings, LLC/FA
 1/22/21  AeroGrow International, Inc.      SC 13E3/A              1:144K AeroGrow International, Inc.      Donnelley … Solutions/FA
 1/22/21  AeroGrow International, Inc.      DEFM14A                1:2.2M                                   Donnelley … Solutions/FA
 1/12/21  AeroGrow International, Inc.      SC 13E3/A              1:144K AeroGrow International, Inc.      Donnelley … Solutions/FA
 1/12/21  AeroGrow International, Inc.      PRER14A                1:2.6M                                   Donnelley … Solutions/FA
12/04/20  AeroGrow International, Inc.      SC 13E3                4:13M  AeroGrow International, Inc.      Donnelley … Solutions/FA
12/04/20  AeroGrow International, Inc.      PREM14A    12/03/20    1:2.6M                                   Donnelley … Solutions/FA
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Filing Submission 0001185185-20-001422   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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