AeroGrow International, Inc. (OTCMKTS:AERO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July 6, 2018, AeroGrow International, Inc. (the “Company”) entered a $6.0 Million Term Loan Agreement with The Scotts Miracle-Gro Company. The funding will provide general working capital to support anticipated growth as the Company expands its retail and its direct-to-consumer sales channels. The proceeds will be made available as needed in increments of $500,000 not to exceed $6.0 million with a due date of March 29, 2019. Interest will be charged at the stated rate of 10% and will be paid quarterly in arrears on each of September 28, 2018, December 31, 2018 and March 29, 2019.
As previously reported in a Current Report on Form 8-K filed with the SEC on April 23, 2013, the Company entered into a strategic alliance with The Scotts Miracle-Gro Company in which, among other things, the Company issued: (i) 2,649,007 shares of Series B Convertible Preferred Stock to a wholly owned subsidiary of Scotts Miracle-Gro; and (ii) a warrant to purchase shares of the Company’s common stock for an aggregate purchase price of $4.0 million. The Term Loan was approved by members of the Company’s Board of Directors.
The foregoing description of the $6.0 Million Term Loan Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.
On July 7, 2018, AeroGrow International, Inc. (the “Company”) and The Scotts Miracle-Gro Company entered into the fourth amendment to the Technology License Agreement, first dated April 22, 2013 and executed as part of the initial Securities Purchase Agreement, the details of which were disclosed in the Current Report on Form 8-K filed with the SEC on April 23, 2013. The Company and The Scotts Miracle-Gro Company entered into an amendment to the Technology License Agreement to amend the license grant with regards to location of sales of products.
The foregoing descriptions of the Amendment above does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.2, to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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.
AeroGrow International, Inc. ExhibitEX-10.1 2 ex10-1.htm EX-10.1 Exhibit 10.1 TERM LOAN AND SECURITY AGREEMENT THIS TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 6,…To view the full exhibit click here
About AeroGrow International, Inc. (OTCMKTS:AERO)
AeroGrow International, Inc. is a developer, marketer, direct-seller and wholesaler of indoor garden systems designed for consumer use in the gardening, cooking, healthy eating, and home and office decor markets. The Company offers multiple lines of indoor gardens, grow lights, nutrient formula, over 40 seed pod kits, and various cooking, gardening and decor accessories, in the United States and Canada, as well as selected countries in Europe, Asia and Australia. The Company’s products are indoor gardens and seed pod kits that allow consumers to grow: vegetables, such as tomatoes, chili peppers and salad greens; fresh herbs, including cilantro, chives, basil, dill, oregano and mint, and flowers, such as petunias, snapdragons, geraniums and vinca. Its consumers can also plant and grow their own seeds using the Company’s grow anything kits or use their AeroGardens as seed starters for their outdoor gardens with its seed starting systems. It has developed a range of accessory products.
