Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignations
Effective November 30, 2021, Michael Fasci resigned
as the Chief Financial Officer, Secretary and Director of GrowLife, Inc. (“the Company”). Mr. Fasci had no disagreement with
the Company on any matter relating to the registrant’s operations, policies or practices.
Effective November 30, 2021, Joseph Barnes resigned
from all positions including as president of the Company’s wholly owned subsidiary, GrowLife Hydroponics, Inc. Mr. Barnes had no
disagreement with the Company on any matter relating to the registrant’s operations, policies or practices.
Appointments
Effective December 1, 2021, the Company’s Board
of Directors (“Board”) has appointed its current Chief Executive, Marco Hegyi, to act as interim Chief Financial Officer while
the Company identifies a qualified replacement candidate. Additionally, Mr. Thom Kozik, a current member of the Company’s Board
has been appointed to act as interim Secretary effective December 1, 2021. Mr. Hegyi and Mr. Kozik’s biographies are incorporated
by reference as included in Form 10-K filed with the Commission on April 15, 2021.
On December 1, 2021, the Board appointed Mr. David
Dohrmann as President of the Company. In connection with the appointment, Mr. Dohrmann will receive annual compensation of $120,000. The
Company and Mr. Dohrmann have not entered into any compensatory agreements as of this this Current
Report on Form 8-K except as otherwise set forth herein (“Report”).
Mr. Dohrmann, age 55, has served as a General
Partner of Penché Partners, a San Francisco based venture capital firm since January 2020. Prior to Penché, he served as
the Chief Executive Officer of Gazillion Entertainment from August 2015 until December of 2018. From February 2013 to October 2016, Dohrmann
was also a Managing Director at Roth Capital Partners, an Investment Bank, where he focused on Venture Capital investments. From September
2010 to January 2012, Dohrmann was the founder & CEO of Playchemy Inc., a San Francisco based developer of online and mobile games.
From 2005 to 2010, Mr. Dohrmann served as a partner
and headed the digital media and entertainment practice at Security Research Associates, a San Francisco based investment banking Firm
focused on the emerging growth small & microcap Companies. From 2002 until 2005 he served as a partner and investment banker at Halpern
Capital, an Investment Banking firm also focused on serving emerging growth Companies in the small and micro cap arena.
From 2000 to 2002 Mr. Dohrmann was VP of Corporate
Development for Sagent Inc., a Nasdaq traded company acquired by Group 1 Software in 2003. From 1992 to 1997 Mr. Dohrmann was VP
of Institutional Sales at the Investment Banking firm Donaldson Lufkin & Jenrette.
Mr. Dohrmann received a Bachelor of Arts Degree
from the University of Southern California in 1989.
Mr. Dohrmann’s public company experience
and knowledge of investment banking, corporate development, institutional sales, venture capital, his focus and work with public small
and microcap Companies and as an operating executive will provide GrowLife with valuable perspective and guidance for corporate development
initiatives as President of the Company.
Except as otherwise
disclosed in this Report, there are no arrangements or understandings between Mr. Dohrmann and any other person pursuant to which he was
appointed as an officer of the Company. In addition, there are no family relationships between Mr. Dohrmann and any of the Company’s
other officers or directors. Further, except as otherwise disclosed herein, there are no transactions since the beginning of the Company’s
last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000,
and in which Mr. Dohrmann had, or will have, a direct or indirect material interest.
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