Hydrofarm Holdings Raises $8.3 Million via Equity Offering

Hydrofarm Holdings Group, Inc. entered into a securities purchase agreement on October 27, 2026, with certain institutional investors to sell common stock in a registered direct offering and a concurrent private placement.

Under the terms of the agreement, the Company agreed to sell 1,599,400 shares of common stock at a price of $0.905 per share. Additionally, the Company issued 6,971,575 shares of common stock at the same price and pre-funded warrants to purchase up to 640,000 shares at a nominal exercise price of $0.0001 per share.

Investors in the private placement also received common stock purchase warrants to buy an aggregate of 9,210,975 shares of common stock at an exercise price of $0.78 per share. These warrants are immediately exercisable and expire 5.5 years from the issue date, subject to limitations on beneficial ownership.

The Company also entered into a registration rights agreement, requiring it to file a registration statement for the resale of these securities by the 15th day following the agreement date and to use its best efforts to have it become effective by the 45th day (or 75th day in a full review scenario). Failure to meet these obligations could result in the payment of liquidated damages.

Lock-up agreements were executed by certain directors, executive officers, and 10% or greater stockholders, restricting the sale of securities for 120 days following the closing date. The Company also engaged ThinkEquity LLC as its exclusive placement agent, agreeing to pay an 8% cash fee on the aggregate purchase price and issuing the agent warrants with similar terms to the investor warrants.

On the closing date, the Company received gross proceeds of $8.3 million before deducting offering expenses. The Company stated that the proceeds will be used for general corporate purposes.

Separately, the Company entered into a side letter with lenders regarding restructuring transactions, which includes provisions for the appointment of lender-designated directors to the Board of Directors, contingent upon stockholder approval and Nasdaq listing requirements.