Item 1.01 Entry into a Material Definitive Agreement.
On September 28, 2022, Growlife, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”) and issued
a Promissory Note in the principal amount of $220,000 (the “AJB Note”) to AJB pursuant to the SPA. The loan closed and was
funded on September 30, 2022. As per the term of the SPA and Note, $151,047.75 of the proceeds of the loan were used to repay a previously
issued Note which was assigned to AJB by 1800 Diagonal Lending LLC f/k/a Sixth Street Lending LLC on September 14, 2022 (the “Sixth
Street Note”). The terms and conditions of the Sixth Street Note were initially reported in the Company’s Annual Report on
Form 10-K filed with the SEC on May 5, 2022. Accordingly, the Previous Note is fully repaid and thereby retired.
The AJB Note has an original issuance discount of
$20,000 from the principal to cover monitoring costs and bears interest at 10% a year. The AJB Note, along with any and all other amounts,
shall be due and owing on March 28, 2023 (the “Maturity Date”), with accrued interest payments payable on the 1st
day of each month.
Under the terms of the AJB Note, the Company may not
sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB without the approval of AJB, must
comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the
Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure
to make required payments under the note or to comply with any of these covenants, among other matters, would constitute an event of default.
Upon an event of default under the SPA or note, the note will bear interest at 18%, AJB may immediately accelerate the note due date,
AJB may convert the amount outstanding under the note into shares of the Company’s common stock at a discount to the market price
of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies.
The Company provided customary representations and
covenants to AJB in the SPA. Also pursuant to the SPA, the Company paid AJB a commitment fee of 8,000,000 unregistered shares of the company’s
common stock (the “Commitment Fee Shares”). In addition, the Company entered into a registration rights agreement with AJB
(the “Registration Agreement”) pursuant to which the Company agreed to file with the Securities and Exchange Commission a
Form S-1 by no later than 120 days from the date of the Note covering the resale of all of the then existing AJB shares.
The SPA, Note, Security Agreement and Registration
Agreement are filed as exhibits 10.1-10.4 to this Current Report on Form 8-K. The descriptions above are qualified in their entirety by
reference to the full text of these documents.