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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Growlife Inc (CE) | USOTC:PHOT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 3 | 01:00:00 |
☒
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
☐
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
90-0821083
(I.R.S.
Employer Identification No.)
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
☐
|
Smaller
reporting company
|
☒
|
Emerging
growth company
|
☐
|
|
|
|
|
Page
Number
|
3
|
||
3
|
||
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
26
|
||
33
|
||
33
|
||
34
|
||
34
|
||
35
|
||
43
|
||
44
|
||
44
|
||
|
48
|
|
Three Months
Ended,
|
Nine Months
Ended,
|
||
|
September
30,
2020
|
September
30,
2019
|
September
30,
2020
|
September
30,
2019
|
|
|
|
|
|
NET
REVENUE
|
$1,415,999
|
$2,298,792
|
$4,927,636
|
$6,743,804
|
COST OF GOODS
SOLD
|
919,421
|
1,552,892
|
3,049,782
|
4,551,223
|
GROSS
PROFIT
|
496,578
|
745,900
|
1,877,854
|
2,192,581
|
GENERAL AND
ADMINISTRATIVE EXPENSES
|
1,249,077
|
2,366,085
|
3,741,325
|
6,548,810
|
OPERATING
LOSS
|
(752,499)
|
(1,620,185)
|
(1,863,471)
|
(4,356,229)
|
|
|
|
|
|
OTHER INCOME
(EXPENSE):
|
|
|
|
|
Change in fair
value of derivative
|
130,268
|
(147,331)
|
(28,174)
|
361,179
|
Interest expense,
net
|
(324,752)
|
(182,323)
|
(765,999)
|
(409,666)
|
Loss on debt
conversions
|
(143,799)
|
(132,131)
|
(435,111)
|
(1,706,740)
|
Gain on
extinguishment of debt
|
-
|
-
|
39,000
|
-
|
Total other expense,
net
|
(338,283)
|
(461,785)
|
(1,190,284)
|
(1,755,227)
|
|
|
|
|
|
LOSS BEFORE INCOME
TAXES
|
(1,090,782)
|
(2,081,970)
|
(3,053,755)
|
(6,111,456)
|
|
|
|
|
|
Income taxes -
current benefit
|
29,388
|
-
|
88,163
|
-
|
|
|
|
|
|
NET
LOSS
|
(1,061,394)
|
(2,081,970)
|
(2,965,592)
|
(6,111,456)
|
|
|
|
|
|
Net loss
attrituable to noncontrolling interest in EZ-CLONE Enterprises,
Inc.
|
-
|
82,219
|
-
|
88,938
|
|
|
|
|
|
NET LOSS
ATTRIBUTABLE TO GROWLIFE, INC. AND SUBSIDIARIES
|
$(1,061,394)
|
$(1,999,751)
|
$(2,965,592)
|
$(6,022,518)
|
COMMON
SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share
|
$(0.03)
|
$(0.08)
|
$(0.08)
|
$(0.25)
|
|
|
|
|
|
Weighted average
shares of common stock outstanding- basic and diluted
|
36,670,186
|
25,408,052
|
36,385,060
|
24,664,128
|
|
|
|
|
|
Total
|
|
Common Stock
|
Additional Paid
|
Accumulated
|
Stockholders'
|
|
|
Shares
|
Amount
|
in
Capital
|
Deficit
|
(Deficit)
|
Balance as of January 1,
2019
|
22,917,327
|
$343,749
|
$139,331,067
|
$(141,176,087)
|
$(1,501,271)
|
Stock based compensation for stock
options
|
-
|
-
|
16,016
|
-
|
16,016
|
Stock based compensation for
warrants
|
-
|
-
|
24,000
|
-
|
24,000
|
Shares issued for debt
conversion
|
-
|
-
|
-
|
-
|
-
|
Shares issued for services
rendered
|
139,441
|
2,092
|
163,308
|
-
|
165,400
|
Shares issued for convertible note
and interest conversion
|
561,041
|
8,416
|
726,731
|
-
|
735,147
|
Shares issued for purchase of
warrant
|
833,333
|
12,500
|
987,500
|
-
|
1,000,000
|
Noncontrolling interest in EZ-Clone
Enterprises, Inc.
|
-
|
-
|
-
|
(25,528)
|
(25,528)
|
Net loss for the three months ended
March 31, 2019
|
-
|
-
|
-
|
(2,338,325)
|
(2,338,325)
|
Balance as of March 31,
2019
|
24,451,143
|
366,757
|
141,248,622
|
(143,539,940)
|
(1,924,561)
|
Stock based compensation for stock
options
|
-
|
-
|
16,231
|
-
|
16,231
|
Stock based compensation for
warrants
|
-
|
-
|
24,000
|
-
|
24,000
|
Shares issued for services
rendered
|
8,448
|
126
|
8,908
|
-
|
9,034
|
Shares issued for convertible note
and interest conversion
|
579,078
|
8,685
|
589,413
|
-
|
598,098
|
Warrant
exercise
|
26,111
|
392
|
(392)
|
-
|
-
|
Noncontrolling interest in EZ-Clone
Enterprises, Inc.
|
-
|
-
|
-
|
32,247
|
32,247
|
Net loss for the three months ended
June 30, 2019
|
-
|
-
|
-
|
(1,690,941)
|
(1,690,941)
|
Balance as of June 30,
2019
|
25,064,781
|
375,960
|
141,886,782
|
(145,198,634)
|
(2,935,892)
|
Stock based compensation for stock
options
|
-
|
-
|
16,356
|
-
|
16,356
|
Stock based compensation for
warrants
|
-
|
-
|
24,000
|
-
|
24,000
|
Shares issued for convertible note
and interest conversion
|
623,140
|
9,347
|
422,784
|
-
|
432,131
|
Shares issued for convertible note
and commitment shares
|
33,333
|
500
|
24,500
|
-
|
25,000
|
Noncontrolling interest in EZ-Clone
Enterprises, Inc.
|
-
|
-
|
-
|
81,999
|
81,999
|
Net loss for the three months ended
September 30, 2019
|
-
|
-
|
-
|
(2,081,970)
|
(2,081,970)
|
|
|
|
|
|
|
Balance as of September 30,
2019
|
25,721,254
|
$385,807
|
$142,374,422
|
$(147,198,605)
|
$(4,438,376)
|
|
|
|
|
|
|
Balance as of January 1,
2020
|
28,677,147
|
$386,269
|
$143,441,047
|
$(148,461,532)
|
$(4,634,216)
|
Stock based compensation for stock
options
|
-
|
-
|
13,439
|
-
|
13,439
|
Stock based compensation for
warrants
|
-
|
-
|
24,000
|
-
|
24,000
|
Shares issued for convertible note
and interest conversion
|
605,294
|
61
|
149,510
|
-
|
149,571
|
Warrant
exercise
|
146
|
-
|
460
|
-
|
460
|
Fractional shares issued related to
reverse stock split
|
15
|
-
|
-
|
-
|
-
|
Net loss for the three months ended
March 31, 2020
|
-
|
-
|
-
|
(1,293,675)
|
(1,293,675)
|
Balance as of March 31,
2020
|
29,282,602
|
386,330
|
143,628,456
|
(149,755,207)
|
(5,740,421)
|
Stock based compensation for stock
options
|
-
|
-
|
13,439
|
-
|
13,439
|
Stock based compensation for
warrants
|
-
|
-
|
24,000
|
-
|
24,000
|
Shares issued for services
rendered
|
40,000
|
4
|
11,797
|
-
|
11,801
|
Shares issued for convertible note
and interest conversion
|
3,991,108
|
400
|
835,007
|
-
|
835,407
|
Warrant
exercise
|
8
|
-
|
25
|
-
|
25
|
Net loss for the three months ended
June 30, 2020
|
-
|
-
|
-
|
(610,524)
|
(610,524)
|
Balance as of June 30,
2020
|
33,313,718
|
386,734
|
144,512,724
|
(150,365,731)
|
(5,466,273)
|
Stock based compensation for stock
options
|
-
|
-
|
12,708
|
-
|
12,708
|
Stock based compensation for
warrants
|
-
|
-
|
24,000
|
-
|
24,000
|
Shares issued for convertible note
and interest conversion
|
5,592,072
|
559
|
945,664
|
-
|
946,223
|
Net loss for the three months ended
September 30, 2020
|
-
|
-
|
-
|
(1,061,394)
|
(1,061,394)
|
Balance as of September 30,
2020
|
38,905,790
|
$387,293
|
$145,495,096
|
$(151,427,125)
|
$(5,544,737)
|
|
Nine Months
Ended,
|
|
|
September
30,
2020
|
September
30,
2019
|
|
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$(2,965,592)
|
$(6,022,518)
|
Adjustments to
reconcile net loss to net cash (used in)
|
|
|
operating
activities
|
|
|
Depreciation
|
27,864
|
68,655
|
Restructuring
Expense - stores & flooring
|
-
|
555,895
|
Amortization
of intangible assets
|
503,787
|
855,771
|
Stock
based compensation
|
111,586
|
120,603
|
Common
stock issued for services
|
11,801
|
174,435
|
Non
cash interest and amortization of debt discount
|
793,970
|
185,032
|
Change
in fair value of derivative liability
|
28,174
|
(361,179)
|
Loss on debt
conversions
|
396,110
|
1,706,740
|
Noncontrolling
interest in EZ-CLONE Enterprises, Inc.
|
-
|
88,938
|
Changes in
operating assets and liabilities:
|
|
|
Accounts
receivable
|
(224,986)
|
(409,575)
|
Inventory
|
(74,389)
|
86,982
|
Prepaids
costs
|
-
|
(37,459)
|
Deposits
|
-
|
8,500
|
Right of use,
net
|
9,738
|
9,738
|
Accounts
payable
|
(79,494)
|
336,010
|
Accrued
expenses
|
97,766
|
110,811
|
Deferred
revenue
|
-
|
(89,504)
|
Change in deferred
taxes
|
(88,163)
|
-
|
CASH (USED
IN) OPERATING ACTIVITIES
|
(1,451,828)
|
(2,612,125)
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
Investment in
purchased assets
|
-
|
(5,319)
|
NET CASH (USED IN)
INVESTING ACTIVITIES:
|
-
|
(5,319)
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
Repayment of
convertible notes payable
|
(167,846)
|
(659,205)
|
Proceeds from
Crossover Capital Fund I LLC Secured Advance Note
|
-
|
250,000
|
Proceeds from notes
payable
|
2,213,019
|
900,637
|
Repayment on
capital lease
|
-
|
(7,293)
|
Proceeds from the
issuance of common stock
|
485
|
-
|
NET CASH PROVIDED
BY FINANCING ACTIVITIES
|
2,045,658
|
484,139
|
|
|
|
NET INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
593,830
|
(2,133,305)
|
|
|
|
CASH AND CASH
EQUIVALENTS, beginning of period
|
40,834
|
2,334,377
|
|
|
|
CASH AND CASH
EQUIVALENTS, end of period
|
$634,664
|
$201,072
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
Non-cash investing
and financing activities:
|
|
|
Shares issued for
convertible note and interest conversion
|
$1,049,506
|
$745,000
|
Issuance of shares
for issuance costs
|
$349,020
|
$-
|
Shares issued for
purchase of warrant from CANX USA LLC
|
$-
|
$1,000,000
|
Level 1
– Quoted prices in active markets for identical assets and
liabilities;
|
Level 2
– Inputs other than level one inputs that are either directly
or indirectly observable; and.
Level 3
- Inputs to the valuation methodology are unobservable and
significant to the fair value measurement.
|
Intangible
assets
|
$2,351,000
|
Goodwill
|
781,749
|
Net working
capital
|
551,000
|
Propety and
equipment
|
318,000
|
Deferred tax
liability
|
(587,750)
|
|
$3,413,999
|
|
September 30,
|
December 31,
|
|
2020
|
2019
|
|
|
|
Raw
materials
|
$486,024
|
$329,482
|
Work
in process
|
85,293
|
49,253
|
Finished
goods
|
21,581
|
92,703
|
Inventory
deposits
|
82,166
|
129,236
|
Total
|
$675,063
|
$600,674
|
|
September 30,
|
December 31,
|
|
2020
|
2019
|
|
|
|
Machinery,
equipment and tooling
|
$356,867
|
$356,867
|
Computer
equipment
|
16,675
|
16,675
|
Leasehold
improvements
|
14,702
|
14,702
|
Total
property and equipment
|
388,244
|
388,244
|
Less
accumulated depreciation and amortization
|
(249,626)
|
(221,763)
|
Net
property and equipment
|
$138,618
|
$166,482
|
|
Estimated Useful
Lives
|
September
30,
2020
|
December
31,
2019
|
|
|
|
|
Customer
Lists
|
5
Years
|
$1,297,000
|
$1,297,000
|
Intellectual
Property
|
5
Years
|
1,054,000
|
1,054,000
|
less accumulated
amortization
|
|
(1,052,353)
|
(548,566)
|
Net Intangible
assets-definitive life
|
|
1,298,647
|
1,802,434
|
|
|
|
|
Goodwill-indefinite
life
|
N/A
|
781,749
|
781,749
|
|
|
|
|
Total intangible
assets and goodwill
|
|
$2,080,396
|
$2,584,183
|
Year Ended
|
|
September 30, 2020
|
$
|
2021
|
$216,300
|
2022
|
222,792
|
2023
|
117,984
|
|
|
|
557,076
|
Imputed
interest
|
(111,149)
|
Total lease
liability
|
$445,927
|
|
Principal
|
Accrued
Interest
|
Debt
Discount
|
Balance
As
of
September
30,
2020
|
Convertible Notes
Payable-
|
|
|
|
|
10% OID Convertible
Promissory Notes
|
$2,040,907
|
$427,400
|
$-
|
$2,468,307
|
Secured Advance
Note
|
87,526
|
10,251
|
-
|
97,777
|
12% Convertible
Promissory Notes
|
221,100
|
7,759
|
(8,311)
|
220,548
|
Total Convertible
Notes Payable, short term
|
$2,349,533
|
$445,410
|
$(8,311)
|
$2,786,632
|
|
Principal
|
Accrued
Interest
|
Debt
Discount
|
Balance
As of
December 31,
2019
|
Convertile
Notes Payable-
|
|
|
|
|
10% OID Convertible
Promissory Notes
|
$2,195,007
|
$220,980
|
$-
|
$2,415,987
|
Secured
Advance Note
|
205,228
|
-
|
-
|
205,228
|
12%
Convertible Promissory Notes
|
281,600
|
3,055
|
(21,591)
|
263,064
|
|
$2,681,835
|
$224,035
|
$(21,591)
|
$2,884,279
|
|
Principal
|
Accrued
Interest
|
Debt
Discount
|
Balance
As
of
December
31,
2020
|
Notes Payable
-
|
|
|
|
|
Parties related to
shareholders of EZ-CLONE Enterprises, Inc.
|
$104,144
|
$-
|
$-
|
$104,144
|
Dividend yield
|
0%
|
Expected life
|
1-5 Years
|
Expected volatility
|
70-200%
|
Risk free interest rate
|
0.78-2.6%
|
|
Options
|
Weighted Average
|
Option
|
|
Shares
|
Exercise Price
|
$
|
Outstanding
as of January 1, 2019
|
666,667
|
$1.410
|
$940,000
|
Granted
|
23,333
|
1.457
|
34,000
|
Exercised
|
(26,111)
|
(0.900)
|
(23,500)
|
Forfeitures
|
(113,889)
|
(1.146)
|
(130,500)
|
Outstanding
as of December 31, 2019
|
550,000
|
1.491
|
820,000
|
Granted
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
Forfeitures
|
(43,333)
|
(1.431)
|
(62,000)
|
Outstanding
as of September 30, 2020
|
506,667
|
$1.496
|
$758,000
|
|
|
Weighted
|
|
|
Weighted
|
|
|
Average
|
Weighted
|
|
Average
|
Range of
|
Number
|
Remaining Life
|
Average
|
Number
|
Exercise Price
|
Exercise Prices
|
Outstanding
|
In Years
|
Exercise Price
|
Exerciseable
|
Exerciseable
|
$0.90
|
80,000
|
2.50
|
$0.90
|
80,000
|
$0.90
|
1.05
|
66,667
|
2.50
|
1.05
|
66,667
|
1.05
|
1.50
|
106,665
|
2.41
|
1.50
|
106,666
|
1.50
|
1.80
|
253,335
|
3.50
|
1.80
|
147,778
|
1.80
|
|
506,667
|
2.98
|
$1.496
|
401,111
|
$1.42
|
Dividend yield
|
0%
|
Expected life
|
1-5 Years
|
Expected volatility
|
70-200%
|
Risk free interest rate
|
0.78-2.6%
|
|
|
|
Segment
|
|
|
|
Gross
|
Operating
|
Segment
|
Segment
|
Revenue
|
Margin
|
Profit (Loss)
|
Assets
|
Three
Months Ended September 30, 2020
|
|
|
|
|
GrowLife
distribution products
|
$211
|
$35
|
$(680)
|
$416
|
EZ-CLONE
cloning manufacturing (1)
|
1,205
|
462
|
(72)
|
3,881
|
Total
segments
|
$1,416
|
$497
|
$(752)
|
$4,297
|
|
|
|
|
|
Three
Months Ended September 30, 2019
|
|
|
|
|
GrowLife
distribution products
|
$1,156
|
$170
|
$(1,504)
|
$992
|
EZ-CLONE
cloning manufacturing (1)
|
1,143
|
576
|
(116)
|
3,664
|
Total
segments
|
$2,299
|
$746
|
$(1,620)
|
$4,656
|
|
|
|
Segment
|
|
|
|
Gross
|
Operating
|
Segment
|
Segment
|
Revenue
|
Margin
|
Profit (Loss)
|
Assets
|
Nine
Months Ended September 30, 2020
|
|
|
|
|
GrowLife
distribution products
|
$1,540
|
$293
|
$(1,944)
|
$416
|
EZ-CLONE
cloning manufacturing (2)
|
3,388
|
1,585
|
81
|
3,881
|
Total
segments
|
$4,928
|
$1,878
|
$(1,863)
|
$4,297
|
|
|
|
|
|
Nine
Months Ended September 30, 2019
|
|
|
|
|
GrowLife
distribution products
|
$3,745
|
$728
|
$(3,829)
|
$992
|
EZ-CLONE
cloning manufacturing (2)
|
2,999
|
1,465
|
(527)
|
3,664
|
Total
segments
|
$6,744
|
$2,193
|
$(4,356)
|
$4,656
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
|
|
Less
Than
|
|
|
Contractual Cash
Obligations
|
Total
|
1
Year
|
1-3
Years
|
4-5
Years
|
Operating lease
cash payments
|
$688,569
|
$214,983
|
$422,129
|
$51,457
|
Convertible notes
payable and accrued interest
|
2,786,632
|
2,786,632
|
-
|
-
|
Notes
payable
|
1,340,236
|
941,557
|
398,679
|
-
|
Acquisition of 49%
of EZ-CLONE Enterprises, Inc.
|
1,026,000
|
1,026,000
|
-
|
-
|
|
$5,841,437
|
$4,969,172
|
$820,808
|
$51,457
|
(a)
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
|
Certificate
of Incorporation. Filed as an exhibit to the Company’s
Form 10-SB General Form for Registration of Securities of Small
Business Issuers filed with the SEC on December 7, 2007, and hereby
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Second
Amended and Restated Bylaws of GrowLife, Inc. dated October 16,
2015. Filed as an exhibit to the Company’s Form 8-K and filed
with the SEC on October 26, 2015, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation of
GrowLife, Inc. dated October 23, 2017 to increase the authorized shares of Common Stock
from 3,000,000,000 to 6,000,000,000 shares. Filed as an
exhibit to the Company’s Form 8-K and filed with the SEC on
October 24, 2017, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Amendment
to Articles of Incorporation dated November 20, 2019. Filed as an
exhibit to the Company’s Form 8-K and filed with the SEC on
November 26, 2019, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
GrowLife,
Inc. 2017 Stock Incentive Plan filed as an Annex 1 to the
Company’s Preliminary Schedule 14A filed with the SEC on June
30, 2017, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Form of
Warrants. Filed as exhibits to the Company’s Form 8-K and
filed with the SEC on February 28, 2020, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Compilation
of Securities Purchase Agreement and
Warrant to Purchase Common Stock dated February 9, 2018
entered into by and between GrowLife, Inc. and St. George
Investments LLC. Filed as an exhibit to the Company’s Form
8-K and filed with the SEC on February 15, 2018, and hereby
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Compilation
of Securities Purchase Agreement,
Secured Promissory Notes, and Security Agreement by and between
GrowLife, Inc.. and Iliad Research and Trading , L.P. Filed
as an exhibit to the Company’s Form 8-K and filed with the
SEC on August 16, 2018, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Rights
Offering to Shareholders filed in Amendment No.1 of Form S-1. Filed
with the SEC on September 18, 2018, and hereby incorporated by
reference. Filed as an exhibit to the Company’s Form 8-K and
filed with the SEC on September 21, 2018, and hereby incorporated
by reference.
|
|
|
|
|
|
|
|
|
|
Rights
Offering to Shareholders filed in Amendment No.1 of Form S-1. Filed
with the SEC on September 18, 2018, and hereby incorporated by
reference. Filed as an exhibit to the Company’s Form 8-K and
filed with the SEC on September 21, 2018, and hereby incorporated
by reference.
|
|
|
|
|
|
|
|
|
|
Purchase
and Sale agreement dated October 10, 2018 by and between GrowLife,
Inc. and EZ-CLONE Enterprises LLC. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on October 18,
2018, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
10.6
|
|
Compilation
of Securities Purchase Agreement,
Warrant, Secured Promissory Notes, and Security Agreement by and
between GrowLife, Inc.. and Iliad Research and Trading ,
L.P. Filed as an exhibit to the Company’s Form 8-K and
filed with the SEC on October 17, 2018, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
Marco
Hegyi Employment Agreement dated October 15, 2018. Filed as an
exhibit to the Company’s Form 8-K and filed with the SEC on
October 17, 2018, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Mark E.
Scott Employment Agreement dated October 15, 2018. Filed as an
exhibit to the Company’s Form 8-K and filed with the SEC on
October 17, 2018, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Joseph
Barnes Employment Agreement dated October 15, 2018. Filed as an
exhibit to the Company’s Form 8-K and filed with the SEC on
October 17, 2018, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Prospectus
Supplement dated November 8, 2018 to Rights Offering to Shareholders filed in 424(b)(4)
Prospectus filed with the SEC on October 18, 2018, and hereby
incorporated by reference. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on November 16,
2018, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Prospectus
Supplement dated November 16, 2018 to Rights Offering to Shareholders filed in 424(b)(4)
Prospectus filed with the SEC on October 18, 2018, and hereby
incorporated by reference. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on November 16,
2018, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Standard
and Industrial Multi-Tenant Lease dated December 18, 2018 by and
between Pensco Trust Company and GrowLife, Inc. Filed as an exhibit
to the Company’s Form 10-K and filed with the SEC on March 8,
2019, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Termination
of Existing Agreements and Release Agreement accepted February 15,
2019 entered into by and between GrowLife, Inc. and CANX USA LLC.
Filed as an exhibit to the Company’s Form 8-K and filed with
the SEC on February 20, 2019, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Compilation
of Securities Purchase Agreement,
Secured Promissory Notes, and Security Agreement by and
between GrowLife, Inc. and Odyssey Research and Trading,
LLC. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on July 30, 2019,
and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Amendment No. 1 to Purchase and Sale Agreement dated October 23,
2019, entered into by and between GrowLife, Inc. and William
Blackburn. Filed as an exhibit to the Company’s Form
8-K and filed with the SEC on November 12, 2019, and hereby
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Settlement
and Release Agreement dated October 22, 2019 and which closed
November 14, 2019 by and Between GrowLife Innovations, Inc. and All
Commercial Floors, Inc. Filed as an exhibit to the Company’s
Form 8-K and filed with the SEC on November 20, 2019, and hereby
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Intellectual
Property Assignment Agreement dated October 22, 2019 and which
closed November 14, 2019 by and Between GrowLife Innovations, Inc.
and All Commercial Floors, Inc. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on November 20,
2019, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Compilation
of Securities Purchase Agreement, Secured Promissory Notes, and
Security Agreement. Filed as an exhibit to the Company’s Form
8-K and filed with the SEC on February 5, 2020, and hereby
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
|
Compilation
of Labrys Securities Purchase Agreement, Self-Amortization
Promissory Note and Other Agreements. Filed as an exhibit to the
Company’s Form 8-K and filed with the SEC on October 15,
2020, and hereby incorporated by reference
|
|
|
|
|
|
|
|
|
|
Compilation
of EMA Securities Purchase Agreement, Self-Amortization Promissory
Note and Other Agreements.
Filed as an exhibit to the Company’s Form 8-K and filed with
the SEC on October 15, 2020, and hereby incorporated by
reference
|
|
|
|
|
|
|
|
|
|
Compilation
of FF Securities Purchase Agreement, Self-Amortization Promissory
Note and Other Agreements.
Filed as an exhibit to the Company’s Form 8-K and filed with
the SEC on October 15, 2020, and hereby incorporated by
reference
|
|
|
|
|
|
|
|
|
Code of
Conduct and Ethics dated May 15, 2014. Attached as an exhibit to
the Company’s Form 8-K filed and with the SEC on June 9,
2014, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Letter
dated October 3, 2019 from SD Mayer and Associates, LLP. Filed as
an exhibit to the Company’s Form 8-K and filed with the SEC
on October 8, 2019, and hereby incorporated by
referene.
|
|
|
|
|
|
|
|
|
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14
|
|
Filed
herewith.
|
|
|
|
|
|
|
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14
|
|
Filed
herewith.
|
|
|
|
|
|
|
|
CEO
Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act
|
|
Filed
herewith.
|
|
|
|
|
|
|
|
CFO
Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act
|
|
Filed
herewith.
|
|
|
|
|
|
|
|
Audited
Financial Statements of EZ-CLONE Enterprises, Inc. Filed as an
exhibit to the Company’s Form 8-K/A and filed with the SEC on
January 24, 2019, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Unaudited
Pro Forma Financial Information of GrowLife, Inc. and EZ-CLONE
Enterprises, Inc. Filed as an exhibit to the Company’s Form
8-KA and filed with the SEC on January 24, 2019, and hereby
incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Amended
and Restated Audit Committee Charter, dated October 16, 2015.
Attached as an exhibit to the Company’s Form 8-K and filed
with the SEC on October 26, 2015, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Compensation
Committee Charter dated May 15, 2014. Attached as an exhibit to the
Company’s Form 8-K dated June 3, 2014 and filed with the SEC
on June 9, 2014, and hereby incorporated by reference.
|
|
|
|
|
|
|
|
|
|
Amended
and Restated Nominations and Governance Charter, dated October 16,
2015.Attached as an exhibit to the Company’s Form 8-K and
filed with the SEC on October 26, 2015, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
|
Amended
and Restated Insider Trading Policy, dated October 16, 2015.
Attached as an exhibit to the Company’s Form 8-K and filed
with the SEC on October 26, 2015, and hereby incorporated by
reference.
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL
Instance Document
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL
Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
Date: November 13, 2020
|
By:
|
/s/ Marco Hegyi
|
|
|
|
Marco Hegyi
|
|
|
|
Chief Executive Officer and President
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date: November 13, 2020
|
By:
|
/s/ Mark Scott
|
|
|
|
Mark Scott
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
1 Year Growlife (CE) Chart |
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