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 15, 2019
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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))
Item
1.02 - Termination of Material Definitive
Agreement
Termination of all Agreements with CANX and Cancellation of CANX
Warrants
On
February 15, 2019, GrowLife, Inc. (the “Company”),
entered into a Termination of Existing Agreements and Release (the
“Agreement”) with CANX USA, LLC, a Nevada limited
liability company (“CANX”). Pursuant to the Agreement,
the Parties agreed to terminate,
release and discharge all existing and further rights and
obligations between the Parties under, arising out of, or in any
way related to that certain Waiver and Modification Agreement and Amended and
Restated Joint Venture Agreement made as of July 10, 2014, and any
ancillary agreements or instruments thereto, including, but not
limited to, the Warrants issued to CANX entitling CANX to purchase
540,000,000 shares of the Company’s common stock at an
exercise price of $0.033 (collectively, the “CANX Agreements
and Warrants”).
In exchange for the Agreement and cancellation of the CANX
Agreements and Warrants, the Company agreed to issue $1,000,000 of
restricted common stock priced at the February 7, 2019 closing
price of $0.008, or 125,000,000 restricted common stock shares (the
“Shares”).
The foregoing description of the Agreement is not complete and is
subject to and qualified in its entirety by reference to the
Agreement as set forth within Exhibit 10.1 attached hereto and
incorporated herein by this reference. All defined terms not
otherwise defined herein shall have the meaning as set forth in the
Agreement.
Item 3.02 Unregistered Sales of Equity
Securities
See the disclosures made in Item 1.02, which are incorporated
herein by reference. The Company’s securities were issued to
an accredited investor in a transaction exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933. The
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 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release the Company
issued on February 19, 2019, announcing entry into the
Agreement. The
information provided in response to Item 1.02 of this report is
incorporated by reference into this Item 7.01.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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Termination of Existing Agreements and Release Agreement
accepted February 15, 2019, entered into by and between
GrowLife, Inc. and CANX USA, LLC
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Press
Release issued by GrowLife, Inc., dated February 20, 2019,
regarding the Agreement with CANX
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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
20, 2019
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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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