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)
February 9, 2018
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
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000-50385
(Commission
File Number)
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90-0821083
(IRS
Employer Identification No.)
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5400 Carillon Point
Kirkland, WA 98033
(Address
of Principal Executive Offices and zip code)
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(866) 781-5559
(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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 1.01
Entry into a Material Definitive Agreement.
On February 9, 2018, GrowLife, Inc., a Delaware corporation (the
“Company”), closed the transactions described below
with St. George Investments, LLC, a Utah limited liability company
(“St. George”).
Securities Purchase Agreement and Warrant To Purchase Shares of
Common Stock
On February 9, 2018 (the “Closing”), the Company
executed the following agreements with St. George: (i) Securities
Purchase Agreement; and (ii) Warrant to Purchase Shares of Common
Stock (the “Warrant”), (collectively the “St.
George Agreements”). The Company entered into the St. George
Agreements with the intent to acquire working capital to grow the
Company’s businesses.
Pursuant to the St. George Agreements, the Company agreed to sell
and to issue to St. George for an aggregate purchase price of
$1,000,000 (the “Purchase Price”): (a) 48,687,862
Shares of newly issued restricted Common Stock of the Company; and
(b) the Warrant (collectively, the “Securities”). St.
George has paid the entire Purchase Price for the
Securities.
The Warrant is exercisable for a period of five (5) years from the
Closing, for the purchase of up to 48,687,862 shares of the
Company’s Common Stock at an exercise price of $0.05 per
share of Common Stock. The Warrant is subject to a cashless
exercise option at the election of St. George and other adjustments
as detailed in the Warrant.
The foregoing description of the St. George Agreements is not
complete and is subject to and qualified in its entirety by
reference to the Agreement within Exhibit 10.1 which is attached
hereto and incorporated herein by this
reference.
Item 3.02
Unregistered Sales of Equity Securities.
See the disclosures made in Item 1.01, which are incorporated
herein by reference. All securities issued in the St. George
transaction were issued in a transaction exempt from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933. The St.
George transaction did not involve a public offering, the sale of
the securities was made without general solicitation or
advertising, there was no underwriter, and no underwriting
commissions were paid.
Item 8.01 Other Events
On February 15, 2018, the Company issued a press release announcing
the closing of the St. George Agreements. The press release is
furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Securities
Purchase Agreement dated February 9, 2018 by and among GrowLife,
Inc. and St. George Investments LLC.
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Press
Release of GrowLife, Inc. dated February 15, 2018.
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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.
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GROWLIFE, INC.
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Date:
February 15,
2018
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By:
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/s/
Marco
Hegyi
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Marco Hegyi |
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Chief Executive Officer |
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