Hydrofarm Holdings Group Inc美股招股说明书(2025-12-10版)

Hydrofarm Holdings Group, Inc. $50,000,000 COMMON STOCKPREFERRED STOCKDEBT SECURITIESWARRANTSRIGHTSUNITS This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering,up to $50,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offercommon stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon conversion of orexchange for preferred stock; or common stock, preferred stock or debt securities upon the exercise of warrants, units or rights; This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. Wewill provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplementswill also describe the specific manner in which these securities will be offered and may also supplement, update or amend informationcontained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated byreference into this prospectus or any prospectus supplement, carefully before you invest. Our securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers.For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus andin the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our securities with respect to whichthis prospectus is being delivered, the names of such underwriters or agents and any applicable fees, commissions or discounts andover-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds thatwe expect to receive from such sale will also be set forth in a prospectus supplement. Our common stock is listed on The Nasdaq Capital Market under the symbol “HYFM.” On December 9, 2025, the last reported saleprice of our common stock was $1.716 per share. The applicable prospectus supplement will contain information, where applicable, asto any other listing, if any, on The Nasdaq Capital Market or any securities market or other securities exchange of the securitiescovered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the marketprices of our securities, where applicable. This prospectus is subject to the offering limits in General Instruction I.B.6 of Form S-3. The aggregate market value of our voting andnon-voting common stock held by non-affiliates calculated pursuant to General Instruction I.B.6 of Form S-3 is $12,833,408 whichwas calculated based on 4,131,945 shares of our voting and non-voting common stock outstanding held by non-affiliates and at a priceof $3.1059 per share, the closing price of our common stock on October 13, 2025. During the last twelve months, we have made nooffers of our common stock for sale pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. See “Risk Factors” included in any accompanying prospectussupplement and in the documents incorporated by reference in this prospectus for a discussion of the factors you shouldcarefully consider before deciding to purchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is December 10, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS7DESCRIPTION OF COMMON STOCK8DESCRIPTION OF PREFERRED STOCK9DESCRIPTION OF DEBT SECURITIES10DESCRIPTION OF WARRANTS16DESCRIPTION OF RIGHTS17DESCRIPTION OF UNITS18CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OFINCORPORATION AND BYLAWS20PLAN OF DISTRIBUTION24LEGAL MATTERS25EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INCORPORATION OF DOCUMENTS BY REFERENCE27 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”), utilizing a“shelf” registration process. Under this shelf registration process, we may offer shares of our common stock and preferred stock,various series of debt securities and/or warrants or rights to purchase any such securities, either individually or in units, in one or moreofferings, with a total value of up to $50,000,000. This prospectus provides you with a general description of the securities we mayoffer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will cont