Hydrofarm Faces Nasdaq Delisting Warning

TL;DR

Nasdaq says HYFM's stock price is too low, needs to hit $1.00 for 10 days by March to avoid delisting.

AI Summary

Hydrofarm Holdings Group, Inc. announced on September 12, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet the minimum bid price requirement for continued listing. The company has 180 calendar days, until March 11, 2025, to regain compliance by achieving a minimum closing bid price of $1.00 per share for at least 10 consecutive business days.

Why It Matters

Failure to regain compliance could lead to delisting from Nasdaq, significantly impacting the stock's liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is at high risk of delisting from Nasdaq due to its stock price falling below the minimum bid requirement.

Key Numbers

• 180 — Days to regain compliance (Hydrofarm has 180 calendar days to meet Nasdaq's minimum bid price requirement.)
• $1.00 — Minimum bid price (The stock must close at or above this price for at least 10 consecutive business days.)

Key Players & Entities

• Hydrofarm Holdings Group, Inc. (company) — The company filing the 8-K report.
• Nasdaq Stock Market (company) — The stock exchange that issued the delisting warning.
• September 12, 2024 (date) — Date the notice of non-compliance was received.
• March 11, 2025 (date) — Deadline for Hydrofarm to regain compliance with Nasdaq listing rules.
• $1.00 (dollar_amount) — The minimum closing bid price required by Nasdaq for continued listing.

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share HYFM The Nasdaq Sto
• $1.00 — common stock listed on Nasdaq was below $1.00 for 30 consecutive business days, the C

Filing Documents

• hyfm-20240912.htm (8-K) — 40KB
• pressrelease.htm (EX-99.1) — 10KB
• 0001628280-24-040775.txt ( ) — 177KB
• hyfm-20240912.xsd (EX-101.SCH) — 2KB
• hyfm-20240912_lab.xml (EX-101.LAB) — 21KB
• hyfm-20240912_pre.xml (EX-101.PRE) — 12KB
• hyfm-20240912_htm.xml (XML) — 3KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on March 14, 2024, Hydrofarm Holdings Group, Inc. (the "Company") received a letter (the "Notice") from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") informing the Company that because the closing bid price for the Company's common stock listed on Nasdaq was below $1.00 for 30 consecutive business days, the Company is not in compliance with the minimum bid price requirement for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days from March 14, 2024, or until September 10, 2024, to regain compliance with the Minimum Bid Price Requirement. On August 9, 2024, the Company submitted a request to Nasdaq for a 180-day extension to regain compliance with the Minimum Bid Price Requirement. The Company indicated to Nasdaq that it met the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provided notice of its intention to cure the deficiency during the extended compliance period by effecting a reverse stock split, if necessary. On June 6, 2024, the Company's stockholders approved an amendment to the Company's certificate of incorporation to effect a reverse stock split of the Company's issued and outstanding common stock at a ratio between 1-for-1.1 and 1-for-25, with the decision of whether to implement such split being subject to the discretion of the Company's Board of Directors. On September 12, 2024, Nasdaq notified the Company that it had approved the Company's application to transfer its listing from Nasdaq's Global Select Market tier to the Capital Market tier. This transfer was effec

01 Other Events

Item 8.01 Other Events . The Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on February 29, 2024 and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024, filed with the SEC on May 14, 2024 and August 8, 2024, respectively. A copy of the Company's press release, dated September 18, 2024, announcing the grant of the 180-day extension is filed as Exhibit 99.1 hereto and incorporated herein by reference. Risks Related to our Common Stock We are not currently in compliance with the continued listing requirements for Nasdaq. If the price of our common stock continues to trade below $1.00 per share for a sustained period or we do not meet other continued listing requirements, our common stock may be delisted from the Nasdaq Capital Market, which could affect the market price and liquidity for our common stock and reduce our ability to raise additional capital. On March 14, 2024, we received written notice (the "Notification Letter") from The Nasdaq Stock Market LLC ("Nasdaq") notifying us that the Company was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company did not meet the minimum closing bid price requirement. To regain compliance, the closing bid pri

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release, dated September 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Hydrofarm Holdings Group, Inc. Date: September 18, 2024 By: /s/ William Toler Name: William Toler Title: Chief Executive Officer (Principal Executive Officer)

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View this 8-K filing on SEC EDGAR