Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM) has closed a registered direct offering and concurrent private placement, raising approximately $8.3 million in gross proceeds before placement agent fees and expenses.

The registered direct offering included 1,599,400 shares of common stock at $0.905 per share. The private placement consisted of 7,611,575 unregistered shares of common stock or pre-funded warrants and 9,210,975 common stock purchase warrants. ThinkEquity acted as sole placement agent and advisor.

Concurrently, Hydrofarm satisfied its Senior Secured Term Loan in full by issuing lenders 27.5 million shares of Series 1 Non-Voting Convertible Preferred Stock and warrants to purchase 27.5 million shares of common stock at $0.78 per share. The company said the move eliminates approximately $12 million of annual debt service. All liens and security interests under the term loan were released upon closing.

The conversion of the preferred stock and exercise of the lender warrants are subject to stockholder approval, which the company said it intends to seek as soon as practicable.

Hydrofarm's Chairman and Chief Executive Officer Bill Toler, along with other officers and directors or their affiliates, participated in the offering on the same terms as other investors.

The company had previously disclosed that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders' equity. Hydrofarm said its pro forma stockholders' equity now exceeds that threshold and that it believes it has regained compliance. The company filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 27, 2026 with additional information.

The company said net proceeds will be used for general corporate purposes.