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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)
October 20, 2021 (October
14, 2021)
____________________________
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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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)
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. [_]
Section 4 - Matters Related to Accountants and
Financial Statements
4.01 Changes in Registrant’s Certifying Accountant
Dismissal of BPM LLP
On October 14, 2021, GrowLife, Inc. (the “Company”)
dismissed BPM LLP as the Company’s independent registered public accounting firm. The decision to change accountants was approved
by the Company’s Audit Committee.
The BPM LLP reports on the Company’s consolidated
financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except that the audit report of BPM LLP on the Company’s financial
statements for fiscal years 2019 and 2020 contained an explanatory paragraph which noted that there was substantial doubt about the Company’s
ability to continue as a going concern.
During the Company’s fiscal years ended
December 31, 2019 and 2020 and through October 14, 2021, (i) there were no “disagreements” (as defined in Item
304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) between the Company and BPM LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to BPM LLP’s satisfaction, would have caused
BPM LLP to make reference to the subject matter of such disagreements in its reports on the Company’s consolidated financial
statements for such years, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K
under the Exchange Act) other than the material weaknesses in internal control over financial reporting identified for the years
ended December 31, 2019 and 2020 related to: (i) audit committee makeup, and (ii) accounting and reporting governance of complex
contractual terms and obligations.
Engagement of Macias Gini & O’Connell
LLP
On October 14, 2021 the Company, upon the Audit Committee’s approval,
engaged the services of Macias Gini & O’Connell LLP (“MGO”) and as the Company’s new independent registered
public accounting firm to audit the Company’s consolidated financial statements as of December 31, 2021 and for the year then ending.
MGO will be performing reviews of the unaudited consolidated quarterly financial statements to be included in the Company’s quarterly
reports on Form 10-Q going forward.
During each of the Company’s two most recent
fiscal years and through the date of this report, (a) the Company has not engaged MGO as either the principal accountant to audit the
Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the
principal accountant is expected to express reliance in its report; and (b) the Company or someone on its behalf did not consult with
MGO with respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or
the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any other matter that was either
the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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: October 20, 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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