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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)
November 9, 2021 (November 5, 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. [_]
Item 5.03 Amendment to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Certificate of Amendment of Certificate of Incorporation
On November 8, 2021, GrowLife, Inc., a Delaware corporation
(the “Company”) filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State
of Delaware to increase the authorized shares of common stock (“Common Stock”) from 120,000,000 to 750,000,000 shares.
A copy of the Certificate of Amendment of Certificate
of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
On November 5, 2021, the Company held its 2021 Annual
Meeting of Stockholders (the “2021 Annual Meeting”). Only stockholders of record as of the close of business on September
20, 2021 (“Record Date”), were entitled to vote at the 2021 Annual Meeting.
As of the Record Date, 95,149,997 shares of common
stock (“Common Stock”) were outstanding and entitled to vote and represented one vote that could be voted on each matter that
came before the 2021 Annual Meeting.
At the 2021 Annual Meeting, 49,125,573 shares of Common
Stock were represented and voted, in person or by proxy, or 51.63% of the outstanding stock, constituting the presence in person or by
proxy of the holders of more than one-half (50%) of the outstanding stock needed for a quorum at the 2021 Annual Meeting.
The following five proposals, each of which is described
in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 24, 2021, were
before the 2021 Annual Meeting, and they received the votes listed below. Each of the proposals required the affirmative vote of a majority
of the votes cast by the stockholders present in person or represented by proxy at the 2021 Annual Meeting. All matters were approved
by the shareholders as follows:
|
|
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Shares
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Shares
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Shares
|
|
Motion
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Description
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For
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Against
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Withheld
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1
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To elect three nominees to serve on the Board until the 2022 Annual Meeting of Stockholders-
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|
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Marco Hegyi
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15,298,421
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0
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2,326,753
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|
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Michael E. Fasci
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14,590,781
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0
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3,034,393
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|
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Thom Kozik
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14,595,235
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0
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3,029,939
|
|
|
|
|
|
|
|
|
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Shares
|
Shares
|
Shares
|
|
Motion
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Description
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For
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Against
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Abstained
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2
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To adopt and approve the Second Amended and Restated 2017 Stock Incentive Plan.
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12,831,552
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3,548,246
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1,245,376
|
|
3
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To approve a reverse stock split of not less than 1 for 10, and not more than 1 for 150 to be determined in the discretion of our board of directors.
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37,981,556
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10,749,953
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394,064
|
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4
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To amend the Company’s Certificate of Incorporation to increase the authorized common shares from 120,000,000 to 750,000,000 shares.
|
36,931,789
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10,603,953
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1,583,260
|
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5
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To ratify the appointment of BPM LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal years ended December 31, 2020.
|
46,084,168
|
1,844,004
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1,190,828
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- 2 -
Item 9.01 Financial Statements and Exhibits.
(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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|
|
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Date: November 9, 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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- 3 -