Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-141689
PROSPECTUS
SUPPLEMENT NO. 1 DATED JUNE 13, 2007
(To
prospectus dated May 11, 2007)
1,750,140
Shares
AeroGrow
International, Inc.
Common
Stock
___________________________
This
prospectus supplement no. 1 supplements and amends the
prospectus dated May 11, 2007, relating to the resale by selling
stockholders of up to 1,750,140 shares of common stock of AeroGrow
International, Inc. (the “Company,” “we,” or “our”). This prospectus supplement
should be read in conjunction with the prospectus dated May 11, 2007 (the
“prospectus”), which is to be delivered with this prospectus supplement, and
this prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement superseded
the
information contained in the prospectus. This prospectus supplement is not
complete without, and may not be delivered or utilized except in connection
with, the prospectus, including any supplements thereto.
We
are
amending the following statement appearing on the cover page of the prospectus:
“Our
common stock trades on
the
Over-the-Counter Bulletin Board (‘OTC BB’). The Company’s trading symbol is
AGWI.OB. No assurance can be made that an active market will develop on the
OTC
BB.”
The
foregoing statement is hereby amended as follows: “Our common stock trades on
the NASDAQ Capital Market. The Company’s trading symbol is AERO. No assurance
can be made that an active market will develop on the NASDAQ Capital
Market.”
We
are
amending the following statement appearing on page 10 of the prospectus under
the heading “Risk Factors”: “Our
common stock trades on the OTC BB. The company’s trading symbol is AGWI.OB. No
assurance can be made that an active market will develop on the OTC BB.
Currently, trading in our common stock on the OTC BB is very limited, and the
per share price is likely to be influenced by the price at which and the amount
of shares the selling stockholders are attempting to sell at any time with
the
possible effect of limiting the trading price or lowering the price to their
offering price.”
The
foregoing statement is hereby amended as follows: “Our common stock trades on
the NASDAQ Capital Market. The Company’s trading symbol is AERO. No assurance
can be made that an active market will develop on the NASDAQ Capital Market.
If
an
active public market develops, the price is likely to be influenced by the
price
at which and the amount of shares the selling stockholders are attempting to
sell at any time with the possible effect of limiting the trading price or
lowering the price to their offering price.”
We
are
amending the following statement appearing on page 11 of the prospectus under
the heading “Market Data”: “Our
common stock trades on the OTC BB. The Company’s trading symbol is AGWI.OB. No
assurance can be made that an active market will develop on the OTC
BB.”
The
foregoing statement is hereby amended as follows: “Our common stock trades on
the NASDAQ Capital Market. The Company’s trading symbol is AERO. No assurance
can be made that an active market will develop on the NASDAQ Capital
Market.”
We
are
deleting in its entirety the second paragraph appearing under the heading
“Market Data” on page 11 of the prospectus.
We
are
deleting in its entirety the sixth paragraph appearing under the subheading
“Certain Transactions by Wentworth” on page 38 of the prospectus.
___________________________
Investing
in our common stock involves a high degree of risk.
See
“Risk Factors” beginning on page 5 of the prospectus.
___________________________
Neither
the United States Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
___________________________
This
prospectus supplement is dated June 13, 2007.