Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On April 19, 2021, the Company purchased the assets of Grow Depot LLC ("Down River Hydro"), a hydroponic and indoor gardening supply store in Brownstown, MI.
−Removed: As part of the consideration for the asset purchase, the Company issued 25,895 shares of common stock valued at approximately $1.2 million.
−Removed: On May 24, 2021, the Company purchased the assets of The Harvest company, a northern California-based hydroponic supply center and cultivation design innovator with stores in Redding and Trinity County.
−Removed: As part of the consideration for the asset purchase, the Company issued 74,989 shares of common stock valued at approximately $2.8 million.
+Added: On July 1, 2021, the Company purchased the assets of Aqua Serene, Inc., ("Aqua Serene") an Oregon corporation which consists of an indoor/outdoor garden center with stores in Eugene and Ashland, Oregon.
+Added: The total consideration for the purchase was $11.7 million, including approximately $9.9 million in cash and 46,554 shares of common stock valued at approximately $1.8 million.
+Added: On August 23, 2021, the Company purchased the assets of Commercial Grow Supply, Inc.
+Added: ("CGS"), a hydroponic superstore located in Santa Clarita, California.
+Added: The total consideration for the purchase was $7.2 million, including approximately $6.0 million in cash and common stock valued at approximately $1.3 million.
+Added: On October 12, 2021, the Company purchased the assets of All Seasons Gardening, an indoor-outdoor garden supply center specializing in hydroponics systems, lighting, and nutrients.
+Added: All Seasons Gardening is the largest hydroponics retailer in New Mexico.
+Added: The total consideration for the purchase was $1.0 million, including approximately $0.7 million in cash and common stock valued at approximately $0.3 million.
The above issuances were made by the Company pursuant to registration exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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