Current Report Filing (8-k)
12/11/2019 9:37pm
Edgar (US Regulatory)
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)
November 5, 2019
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GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
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.
Amendment 1 to Purchase and Sale Agreement- EZ Clone Enterprises,
Inc.
On
October 15, 2018, GrowLife, Inc. (the “Company”)
acquired 51% of EZ-CLONE for $2,040,000, payable as follows: (i) a
cash payment of $645,000; and (ii) the issuance of 107,307,692
restricted shares of the Company’s common stock at a price of
$0.013 per share or $1,395,000. The Company has the obligation with
the delivery of EZ-CLONE common stock to acquire the remaining 49%
of EZ-CLONE within one year for $1,960,000, payable as follows: (i) a cash payment
of $855,000; and (ii) the issuance of 85,000,000 shares of the
Company’s common stock at a price of $0.013 per share or
$1,105,000. On November 5, 2019, the Company extended the closing
of the remaining 49% with one 24.5% shareholder by up to nine
months by agreeing to a 20% extension fee of the $855,000 cash
payment, payable at the earlier of the closing of $2,000,000 in
funding or nine months. The Company continues to negotiate with the
second shareholder for the remaining 24.5%.
.
The foregoing description of the Amendment 1 to Agreement is
subject to and qualified in its entirety by reference to the
Agreement as set forth within Exhibit 10.1 which is 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 2.01 – Completion of Acquisition or Disposition of
Assets.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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Amendment
No. 1 to Purchase and Sale Agreement dated October 23, 2019,
entered into by and between GrowLife, Inc. and William Blackburn.
(attached herewith)
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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: November 12,
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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