aerogrow424b3-011408.htm
Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-133180
PROSPECTUS
SUPPLEMENT NO. 1
(To
prospectus dated October 23, 2007)
6,700,900
Shares
AeroGrow
International, Inc.
Common
Stock
___________________________
This
prospectus supplement no. 1 supplements and amends the prospectus dated October
23, 2007, 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 October 23, 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 2 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 Securityholders” beginning on page 9 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 Securityholders” 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 January 1,
2008. 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. 1 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
|
|
|
Beneficial
Ownership
of Common Stock
After
Offering
|
|
Name
of Selling Securityholder
|
|
Number
|
|
|
Percentage(1)
|
|
|
be
Sold
|
|
|
Number
|
|
|
Percentage(1)
|
|
New
Finance Assets Limited
|
|
|
30,000 |
|
|
|
* |
|
|
|
30,000 |
|
|
|
-- |
|
|
|
-- |
|
SJ
Asset Management Sdn Bhd
|
|
|
10,000 |
|
|
|
* |
|
|
|
10,000 |
|
|
|
-- |
|
|
|
-- |
|
Robert
& Laura Hill Revocable Trust
|
|
|
35,000 |
|
|
|
* |
|
|
|
35,000 |
|
|
|
-- |
|
|
|
-- |
|
Charles
Craig Lathrop & Deborah Prudden Lathrop JTTEN
|
|
|
4,000 |
|
|
|
* |
|
|
|
4,000 |
|
|
|
-- |
|
|
|
-- |
|
Allison
L. Warren
|
|
|
4,000 |
|
|
|
* |
|
|
|
4,000 |
|
|
|
-- |
|
|
|
-- |
|
*
|
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
12,030,281 shares outstanding as of January 1, 2008. In
calculating these percentages for each securityholder, we also treated
as
outstanding that number of shares of common stock issuable upon exercise
of the warrants held by such securityholder. However, we did
not assume the exercise of any other securityholder’s warrants or
options. Unless otherwise noted, none of these selling
securityholders would beneficially own 1% or more of the outstanding
shares of our common stock following the sale of securities in the
offering.
|
This
prospectus supplement is dated January 14, 2008.