aerogrow424b3supp9-091707.htm
Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-133180
PROSPECTUS
SUPPLEMENT NO. 9
(To
prospectus dated December 22, 2006)
6,700,900
Shares
AeroGrow
International, Inc.
Common
Stock
___________________________
This
prospectus supplement no. 9
supplements and amends the prospectus dated December 22,
2006, as amended and supplemented, relating to the resale by selling
stockholders of up to 6,700,900 shares of common stock of AeroGrow
International, Inc. (the “Company,” “we,” or “our”). This prospectus
supplement should be read in conjunction with the prospectus dated
December 22, 2006 (as amended and supplemented by prospectus supplement no.
1, dated January 8, 2007, prospectus supplement no. 2, dated January 12, 2007,
prospectus supplement no. 3, dated February 20, 2007, prospectus supplement
no. 4, dated March 16, 2007, prospectus supplement no. 5, dated June
13, 2007, prospectus supplement no. 6, dated July 5, 2007, prospectus
supplement no. 7, dated August 16, 2007, and prospectus supplement
no. 8, dated September 6, 2007, the “prospectus”), which is to be
delivered with this prospectus supplement, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained
in the prospectus. This prospectus supplement is not complete
without, and may not be delivered or utilized except in connection with, the
prospectus, including any supplements thereto.
___________________________
Investing
in our common stock involves a high degree of risk.
See
“Risk Factors” beginning on page 5 of the prospectus.
___________________________
Neither
the United States Securities
and Exchange Commission nor any state securities commission has approved or
disapproved these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
___________________________
The
table
under the caption “Selling Security Holders” beginning on page 62 of the
prospectus is hereby supplemented by adding to it the information regarding
certain selling security holders set forth in the table entitled “Additional
Selling Security Holders” below to reflect transfers of warrants by certain
selling security holders and to add the transferees as selling security
holders.
We
prepared this table based on information supplied to us by the selling security
holders named in the table below on or prior to September 17,
2007. Information about the selling security holders may change over
time.
We
have
assumed for purposes of the tables below that the selling security holders
will
sell all of the common stock issuable upon exercise of the warrants pursuant
to
this prospectus supplement no. 9 and the prospectus, and that any other
shares of our common stock beneficially owned by the selling security holders
will continue to be beneficially owned by such selling security
holders.
Except
as
set forth below, none of the selling security holders has had within the past
three years any material relationship with us or any of our predecessors or
affiliates.
The
selling security holders identified below may have sold, transferred, or
otherwise disposed of all or a portion of their warrants since the date on
which
they provided the information regarding their warrants in transactions exempt
from the registration requirements of the Securities Act of 1933, as
amended.
|
|
Beneficial
Ownership of
Common
Stock Before Offering
|
|
|
Maximum
Number
of
Shares to
be
Sold
|
|
|
Beneficial
Ownership
of Common Stock
After
Offering
|
|
Name
of Selling Security Holder
|
|
Number
|
|
|
Percentage(1)
|
|
|
|
|
|
Number
|
|
|
Percentage(1)
|
|
Warrant
Strategies Fund LLC(2)
|
|
|
50,000
|
|
|
|
*
|
|
|
|
50,000
|
|
|
|
--
|
|
|
|
--
|
|
Delaware
Charter FBO Steve Ossello IRA
|
|
|
5,000
|
|
|
|
*
|
|
|
|
5,000
|
|
|
|
--
|
|
|
|
--
|
|
Robert
& Laura Hill Revocable Trust
|
|
|
15,815
|
|
|
|
*
|
|
|
|
15,815
|
|
|
|
--
|
|
|
|
--
|
|
Crestview
Capital Master LLC(3)
|
|
|
41,417
|
|
|
|
*
|
|
|
|
16,415
|
|
|
|
25,002
|
|
|
|
*
|
|
Jana
Lea Taylor
|
|
|
5,000
|
|
|
|
*
|
|
|
|
5,000
|
|
|
|
--
|
|
|
|
--
|
|
Accelera
Ventures Ltd.(4)
|
|
|
20,000
|
|
|
|
*
|
|
|
|
20,000
|
|
|
|
--
|
|
|
|
--
|
|
Dynamic
Decisions Strategic Opportunities(5)
|
|
|
238,758
|
|
|
|
2.0 |
% |
|
|
70,000
|
|
|
|
168,758
|
|
|
|
1.4 |
% |
*
|
Represents
less than 1% of the number of shares of our common stock
outstanding.
|
(1)
|
Calculated
based on Rule 13d-3 of the Securities Exchange Act of 1934, based
on
12,009,681 shares outstanding as of September 13, 2007. In
calculating these percentages for each security holder, we also treated
as
outstanding that number of shares of common stock issuable upon exercise
of the warrants held by such security holder. However, we did
not assume the exercise of any other security holder’s warrants or
options. Unless otherwise noted, none of these selling security
holders would beneficially own 1% or more of the outstanding shares
of our
common stock following the sale of securities in the
offering.
|
(2)
|
Warrant
Strategies Fund LLC is managed by Sean Molloy, and, as such, he has
the
power to vote or to dispose of shares held by this
entity.
|
(3)
|
Crestview
Capital Partners, LLC (“Crestview Partners”) is the sole manager of
Crestview Capital Master, LLC (“Crestview”) and as such has the power to
direct the disposition of investments owned by
Crestview. Stewart Flink, Robert Hoyt and Daniel Warsh are the
managers of Crestview Partners, and as such may be deemed to share
the
power to vote and dispose of investments beneficially owned by Crestview
Partners. As a result, each of Messrs. Flink, Hoyt and Warsh
may also be deemed to beneficially own the above-described
shares of Common Stock held by Crestview and Crestview Partners;
however,
each disclaims beneficial ownership of such shares of common
stock.
|
(4)
|
Mr.
Dennis Kam Thai Leong, a director, has the investing and voting control
over such securities.
|
(5)
|
Mr.
Alberto Micalizzi, chairman, has investing and voting control over
such
securities.
|
This
prospectus supplement is dated September 17, 2007.