As filed with the Securities and Exchange Commission on March 5, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HYDROFARM HOLDINGS GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 81-4895761 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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1510 Main Street Shoemakersville, Pennsylvania | | 19555 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Hydrofarm Holdings Group, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan
(Full title of the plan)
B. John Lindeman
Chief Executive Officer
Hydrofarm Holdings Group, Inc.
1510 Main Street
Shoemakersville, Pennsylvania 19555
(707) 765-9990
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Jeremiah G. Garvey, Esq. Seth Popick, Esq. Cozen O’Connor, P.C. One Liberty Place 1650 Market Street Suite 2800 Philadelphia, Pennsylvania 19103 (412) 620-6570 | | Kevin O’Brien Chief Financial Officer Hydrofarm Holdings Group, Inc. 1510 Main Street
Shoemakersville, Pennsylvania 19555 (707) 765-9990 |
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 elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
On February 12, 2025, Hydrofarm Holdings Group, Inc. (the “Registrant”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), effective February 12, 2025 at 5:00 p.m., Eastern Time and the Registrant’s shares of Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on February 13, 2025. In lieu of issuing any fractional shares, any stockholder entitled to receive less than one share of Common Stock in the Reverse Stock Split received cash for such stockholder’s fractional share. Unless otherwise indicated, all share numbers herein, including Common Stock registered hereunder and registered under prior registration statements, give effect to the Reverse Stock Split.
This Registration Statement registers an aggregate of 197,963 additional shares of the Registrant’s Common Stock reserved under the Hydrofarm Holdings Group, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 Plan”), representing an increase of (i) 184,571 shares of Common Stock reserved under the 2020 Plan effective January 1, 2025 by operation of the 2020 Plan’s “evergreen” provision, and (ii) 13,392 additional shares of Common Stock that would have been issuable upon the vesting of awards granted under the 2020 Plan, but that were withheld, forfeited, expired or were cancelled without delivery, and as such became available for issuance under the 2020 Plan pursuant to its terms. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-253143). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-253143) (including the reoffer prospectus contained therein) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibit Number | | Exhibit Description | | Incorporated by Reference herein from Form or Schedule | | Filing Date | |
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| | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | | | | | |
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shoemakersville, Pennsylvania on March 5, 2025.
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| Hydrofarm Holdings Group, Inc. |
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| /s/ B. John Lindeman |
| B. John Lindeman |
| Chief Executive Officer |
| (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the directors and officers of Hydrofarm Holdings Group, Inc. whose signature appears below hereby severally constitutes and appoints B. John Lindeman and Kevin O’Brien, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Hydrofarm Holdings Group, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Name | | Title | | Date |
| /s/ B. John Lindeman | | Chief Executive Officer | | March 5, 2025 |
| B. John Lindeman | | (Principal Executive Officer) | | |
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| /s/ Kevin O’Brien | | Chief Financial Officer | | March 5, 2025 |
| Kevin O’Brien | | (Principal Financial Officer) | | |
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| /s/ Erica Ackerman | | Chief Accounting Officer | | March 5, 2025 |
| Erica Ackerman | | (Principal Accounting Officer) | | |
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| /s/ William Toler | | Executive Chairman of the Board | | March 5, 2025 |
| William Toler | | | | |
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| /s/ Susan Peters | | Director | | March 5, 2025 |
| Susan Peters | | | | |
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| /s/ Patrick Chung | | Director | | March 5, 2025 |
| Patrick Chung | | | | |
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| /s/ Renah Persofsky | | Director | | March 5, 2025 |
| Renah Persofsky | | | | |
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| /s/ Richard D. Moss | | Director | | March 5, 2025 |
| Richard D. Moss | | | | |
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| /s/ Melisa Denis | | Director | | March 5, 2025 |
| Melisa Denis | | | | |
Calculation of Filing Fee Table
Form S-8
(Form Type)
Hydrofarm Holdings Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum
Aggregate
Offering Price | Fee Rate | Amount of
Registration
Fee |
| Equity | Common Stock,
$0.0001 par value per share | Other | 197,963 (1) | $5.01
(2) | $991,794.63
(2) | $0.00015310 | $151.85 |
| Total Offering Amounts | | $991,794.63 | | $151.85 |
| Total Fee Offsets | | | | |
| Net Fee Due | | | | $151.85 |
1.This registration statement covers 197,963 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”) subject to issuance under the Registrant’s 2020 Employee, Director and Consultant Equity Incentive Plan (the “2020 Plan”), including (i) 184,571 shares issuable pursuant to an “evergreen” provision contained in the 2020 Plan and (ii) 13,392 shares that would have been issuable upon the vesting of awards granted under the 2020 Plan, but that were withheld, forfeited, expired or were cancelled without delivery, and as such became available for issuance under the 2020 Plan pursuant to its terms. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock that become issuable under the 2020 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.
2.Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2020 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on The Nasdaq Capital Market on February 28, 2025, a date within five business days of the filing of this registration statement.
March 5, 2025
Hydrofarm Holdings Group, Inc.
1510 Main Street
Shoemakersville, Pennsylvania 19555
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| Re: | Hydrofarm Holdings Group, Inc. Registration on Form S-8 |
Ladies and Gentlemen:
We have acted as special counsel to Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s Registration Statement on Form S-8, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date first written above (as amended from time to time, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) to register an aggregate of 197,963 additional shares of the Company’s common stock reserved under the Hydrofarm Holdings Group, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), representing an increase of (i) 184,571 shares of the Company’s common stock reserved under the Plan effective January 1, 2025 by operation of the Plan’s “evergreen” provision, and (ii) 13,392 additional shares of the Company’s common stock that would have been issuable upon the vesting of awards granted under the Plan, but that were withheld, forfeited, expired or were cancelled without delivery, and as such became available for issuance under the Plan pursuant to its terms (collectively, the “Plan Shares”).
As counsel to the Company, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction of the Plan; the Certificate of Incorporation of the Company as currently in effect; the Bylaws of the Company as currently in effect; the relevant corporate proceedings of the Company; the Registration Statement, together with the exhibits filed as part thereof or incorporated therein by reference, covering the registration of the Plan Shares under the Securities Act; a management certificate addressed to us, dated of even date herewith and executed by the Company, containing certain factual representations; and such other corporate records, certificates, other documents, and questions of law as we have considered necessary or appropriate for the purposes of this opinion.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Plan Shares have been duly authorized and when the Plan Shares have been duly issued and delivered pursuant to the terms of the Plan and in a manner and for the consideration stated in the Registration Statement and the Prospectus, such Plan Shares will be validly issued, fully paid and non-assessable.
We express no opinion as to the applicability or compliance with or effect of federal law or the law of any other jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission. This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
This opinion has been prepared for your use in connection with the issuance of the Plan Shares under the Plan, and speaks as of the date hereof. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify the opinions expressed herein.
It is understood that this opinion is to be used only in connection with the issuance of the Plan Shares while the Registration Statement is in effect.
Very Truly Yours,
COZEN O’CONNOR
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 4, 2025, relating to the financial statements of Hydrofarm Holdings Group, Inc., appearing in the Annual Report on Form 10-K of Hydrofarm Holdings Group, Inc. for the year ended December 31, 2024.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
March 5, 2025
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