PHOT Growlife Inc (CE)

SCHEDULE 13D

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SCHEDULE 13D

Item 1.  Security and Issuer

(a)          Name of Issuer:

Growlife, Inc.

(b)          Principle Business Address:

11335 NE 122nd Way

Suite 105

Kirkland, WA 98034

Item 2.  Identity and Background

(a)          Name:

Trevor Huebert

(b)          Business address/Residence:

8136 SW Durham Rd., Tigard, OR 97224

(c)          Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

Founder and CEO of Bridgetown Mushrooms, 8136 SW Durham Rd., Tigard, OR 97224.

(d)          Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case;

None.

(e)          Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:

None.

(f)          Citizenship:

United States of America

Item 3.  Source and Amount of Funds or Other Consideration

See Item 4 of this Schedule 13D, which information is incorporated herein by reference.

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Item 4.  Purpose of the Transaction

On June 2, 2022, GrowLife, Inc., a Delaware corporation (“Company” or “Purchaser”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bridgetown Mushrooms, LLC, an Oregon limited liability company (“Seller”) and Trevor Huebert (“Executive”), pursuant to which the Company would purchase and assume, certain assets, properties, rights and interests relating to the Seller’s business (“Assets”) which is the processing, marketing, storing, selling and distributing fresh and dried mushroom products (“Business”). On November 14, 2022, the parties executed the First Amendment to Asset Purchase Agreement, pursuant to which the parties amended the purchase price structure among other things.

On January 6, 2023, the Company, Seller, and Executive consummated and closed the acquisition and acquired the Assets related to the Business (the “Closing Date”) for cash consideration and additional consideration. The cash consideration, paid prior to the Closing Date, was in the aggregate amount of $157,000, the additional consideration consists of: (i)  $43,000 in the form of cancellation and forgiveness of the indebtedness owed to Purchaser by Seller under a secured promissory note dated May 19, 2022 (the “Prior Loan”); (ii)  $138,546 in the form of promissory note, which shall be payable in installments of (1) $38,546 on January 31, 2023, (2) $50,000 on February 28, 2023, and (3) $50,000 on March 31, 2023; (iii)  $340,000 in the form of shares of restricted shares of the common stock of Purchaser, which calculated as of the Closing Date was equal to an aggregate of 5,923,345 (the “Stock Consideration”), to be issued and distributed pursuant to the terms and conditions of the Asset Purchase Agreement, and (iv) the assumption of $161,546 of debt which is secured by the assets of the Seller. A portion of the Stock Consideration was allocated to Mr. Lindsay Schwartz.

The assets acquired from Seller and Executive included tangible assets, intellectual property, registrations and approvals, inventory, data, records, goodwill, and certain other assets. The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. Both parties are obligated, subject to certain limitations, to indemnify the other under the Asset Purchase Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims.

A copy of the Asset Purchase Agreement, as amended, are attached hereto as Exhibit 1-3, incorporated by reference to those certain exhibits filed on the Company’s Form 8-K January 12, 2023, and are incorporated herein by reference.

Other than as described above and in Item 6 of this Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5.  Interest in Securities of the Issuer

(a)          Mr. Huebert beneficially owns 4,181,185 shares of the Issuers common stock.

(b)          The number of shares of Common Stock as to which the Sponsor has:

(i)          Sole power to vote or direct the vote: 4,181,185

(ii)         Shared power to vote or direct the vote: 0

(iii)        Sole power to dispose or direct the disposition: 4,181,185

(iv)        Shared power to dispose or direct the disposition: 0

(c)          During the past 60 days, Mr. Huebert has not effected any transactions in the Issuer’s Common Stock.

(d)          None.

(e)          Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 4 of this Schedule 13D, which information is incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits

*     Previously Filed. Incorporated by reference to Exhibit 2.1-2.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2023.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

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