UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)   October 17, 2014


_____________________________



GROWLIFE, INC.

(Exact name of registrant as specified in charter)



                           Delaware                           

                0-50385                

                  90-0821083                  

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


500 Union Street, Suite 406

                           Seattle, Washington 98101                           

(Address of principal executive offices and zip code)


                              (800) 977-5255                              

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 17, 2014, Growlife, Inc. (the “Company”), entered into a Settlement Agreement and Release with Mr. Robert Hunt, whereby the Parties cancelled the Executive Services Agreement (“ESA”) dated June 7, 2013 and his stock option grant for 12,000,000 shares. The Company agreed to issue 6,000,000 shares of restricted common stock under certain conditions, pay cash severance totaling $50,000 monthly over five month starting October 25, 2014 and reimburse Mr. Hunt for health insurance benefits and other expenses monthly over five months starting October 25, 2014. The Parties entered into a release agreement.


The foregoing description of the Settlement Agreement and Release with Robert Hunt is qualified in its entirety by reference to the Settlement Agreement and Release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, incorporated by reference into this 5.02.


Item 9.01 Financial Statements and Exhibits.


(d)  Exhibits.


Exhibit No.

 

Description

 

 

 

10.1

 

Settlement Agreement and Release dated October 17, 2014 by and between GrowLife, Inc. and Robert Hunt.



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.



  

GrowLife, Inc.

  

  

  

Date:  October 21, 2014

By:

/s/ Marco Hegyi

  

  

Marco Hegyi

  

  

President


- 2 -