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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)
August 31, 2021 (August 25, 2021)
____________________________
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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11335 NE 122nd Way, Suite 105
Kirkland, WA 98034
(Address of Principal Executive Offices and zip code)
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(866) 781-5559
(Registrant’s telephone number, including area
code)
5400 Carillon Point
Kirkland, WA 98033
(Former name or former address, if changed since last
report.)
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. [_]
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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 25, 2021, GrowLife, Inc., a Delaware corporation
(the “Company”), closed the transaction described below with Bucktown Capital, LLC, a Utah limited liability company (“Bucktown”).
Securities Purchase Agreement, Secured Promissory
Notes and Security Agreement
On August 25, 2021, the Company executed the following
agreement with Bucktown: (i) Securities Purchase Agreement; (ii) Secured Convertible Promissory Note (“Note”); and (iii) Security
Agreement (collectively the “Bucktown Agreements”). The Company entered into the Bucktown Agreements with the intent to acquire
working capital to grow the Company’s businesses and to hold our annual shareholder meeting.
The total amount of funding under the Bucktown Agreements
is $335,000 as represented in the Note . The total purchase price for this Note is $300,000.00; the Note carries an aggregate original
issue discount of $30,000 and a transaction expense amount of $5,000.
The Company agreed to reserve three times the number
of shares based on the redemption value with a minimum of 100,000,000 shares of its common stock for issuance upon conversion of the Note,
if that occurs in the future. If not converted sooner, the Note is due on or before August 25, 2022. The Note has an interest rate of
eight percent (8%). The Note is convertible, at Bucktown’s option, into the Company’s common stock at $0.10 per share (“Lender
Conversion Price”), subject to adjustment as provided for in the Note. However, in the event the Market Capitalization (as defined
in the Note) falls below the Minimum Market Capitalization the Lender Conversion Price shall equal the lower of the Lender Conversion
Price and the Market Price as of any applicable date of Conversion.
The Company’s obligation to pay the Note, or
any portion thereof, is secured by all of the Company’s assets as described in Schedule A to the Security Agreement attached hereto
and incorporated herein by this reference.
The Bucktown Agreements are qualified in their entirety
by reference to the Bucktown Agreements, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1, respectively,
and incorporated by reference into this Item 1.01. Certain capitalized terms used herein but not otherwise defined shall have the meaning
ascribed thereto in the Transaction Documents.
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Item 2.03
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information provided in response to Item 1.01
of this report is incorporated by reference into this Item 2.03.
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Item 3.02
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Unregistered Sales
of Equity Securities.
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See the disclosures made in Item 1.01, which are incorporated
herein by reference. All securities issued in the Bucktown Agreements were issued in a transaction exempt from registration pursuant to
Section 4(a)(2) of the Securities Act of 1933. The Bucktown 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.
Effective August 25, 2021, the Company moved its corporate
offices to 11335 NE 122nd Way, Suite 105, Kirkland, WA 98034. The terms of the lease are the same as those of its prior corporate
offices. The Company believes this space is sufficient for the Company’s current needs.
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Item 9.01
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Financial Statements
and Exhibits.
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(d) Exhibits
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: August 31, 2021
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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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