Hydrofarm raises $6.89M in private placement

Available on EDGAR 11/12/2026 - 03:22 PM EST Accepted by SEC EDGAR 11/12/2026 - 03:22 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. (HYFM) reported $6,888,475 in securities sold in a Rule 506(b) private placement, with $0 remaining to be sold. The first sale occurred October 27, 2026. Securities listed include unregistered common stock, pre-funded warrants to purchase common stock, and common stock purchase warrants. The stated total offering amount excludes placement-agent warrants.

Hydrofarm intends to use the net proceeds for general corporate purposes, which may include capital expenditures, working capital, and general and administrative expenses.

Filing Explained

Exercise of the 736,878 placement-agent warrants would add shares and reduce existing holders’ ownership percentages.

In the completed Rule 506(b) placement, Hydrofarm reports a cash sales commission equal to 8% of investors’ aggregate purchase price and expense reimbursement of up to $125,000.

The filing also lists placement-agent warrants to purchase 736,878 common shares at an exercise price of $0.78 per share; if exercised, issuing those shares would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Total amount sold: $6,888,475 USD Remaining to be sold: $0 USD Cash sales commission: 8% +3 more

6 metrics

Total amount sold $6,888,475 USD Reported for the private placement.

Remaining to be sold $0 USD Reported for the private placement.

Cash sales commission 8% Of the aggregate purchase price of investors.

Expense reimbursement Up to $125,000 Listed as other compensation for ThinkEquity LLC.

Placement-agent warrants 736,878 shares Warrants to purchase common stock listed as other compensation for ThinkEquity LLC.

Warrant exercise price $0.78 per share Exercise price for the warrants to purchase common stock listed as other compensation for ThinkEquity LLC.

Key Terms

Rule 506(b), pre-funded warrants, aggregate purchase price, placement agent warrants

4 terms

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

pre-funded warrants technical

"pre-funded warrants to purchase common stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

aggregate purchase price financial

"8% of the aggregate purchase price of investors"

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

placement agent warrants financial

"total offering amount excludes placement agent warrants"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did HYFM sell in the private placement?

Hydrofarm reported $6,888,475 in total amount sold, with $0 remaining to be sold.

What warrant terms does HYFM disclose for ThinkEquity LLC?

The disclosed sales compensation for ThinkEquity LLC includes warrants to purchase 736,878 shares of common stock at an exercise price of $0.78 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001695295

Hydrofarm Holdings Group, Inc.

Innovation Acquisition One Corp

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

HYDROFARM HOLDINGS GROUP, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
HYDROFARM HOLDINGS GROUP, INC.
Street Address 1		Street Address 2
1510 MAIN STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SHOEMAKERSVILLE	PENNSYLVANIA	19555	707-765-9990

3. Related Persons

Last Name	First Name	Middle Name
Toler	William
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
O'Brien	Kevin
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ackerman	Erica
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Parker	Mark
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chung	Patrick
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Denis	Melisa
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Persofsky	Renah
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yetter	Richard	Christopher
Street Address 1	Street Address 2
1510 Main Street
City	State/Province/Country	ZIP/PostalCode
Shoemakersville	PENNSYLVANIA	19555

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
X	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-10-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		consists of unregistered shares of common stock, pre-funded warrants to purchase common stock and common stock purchase warrants to purchase common stock.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
ThinkEquity LLC	20996
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
17 State Street, 41st Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10004
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$6,888,475	USD	or Indefinite
Total Amount Sold	$6,888,475	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The total offering amount excludes placement agent warrants (see Item 15).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

44

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$551,078	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Sales Commission includes a cash fee equal to 8% of the aggregate purchase price of investors. Other comp. includes reimbursement of up to $125,000 for expenses and warrants to purchase 736,878 shares of common stock with an ex. price of $0.78/share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Issuer intends to use the net proceeds from the private placement for general corporate purposes which may include capital expenditures, working capital and general and administrative expenses.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
HYDROFARM HOLDINGS GROUP, INC.	/s/ William Toler	William Toler	Chief Executive Officer	2026-11-12

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.