Item 8.01 Other Events.

On October 2, 2020, AeroGrow International, Inc. (the "Company") entered into a non-binding Letter of Intent ("LOI") with The Scotts Miracle-Gro Company ("Scotts"). The LOI set forth the terms for a transaction in which Scotts would acquire all of the outstanding shares of Common Stock it does not currently own, subject to the satisfaction of various customary conditions. The LOI provides that the transaction would be structured as a merger pursuant to which the shareholders of AeroGrow other than Scotts would receive consideration of $3.00 per share in cash.

The LOI was approved by the AeroGrow Board of Directors after a recommendation from the Special Committee of the Board consisting of the independent directors. The Special Committee made the recommendation after consultation with Stifel, which has acted as the financial advisor to the Special Committee.

Item 9.01 Financial Statements and Exhibits.

Exhibits. The following exhibit is furnished with this Form 8-K:





Exhibit Number                    Description

     99.1          Letter of Intent executed October 2, 2020

Portions of this report may constitute "forward-looking statements" as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company's performance is contained in the Company's filings with the Securities and Exchange Commission.

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