Current Report Filing (8-k)
01 February 2018 - 8:27AM
Edgar (US Regulatory)
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): January 30, 2018
GROWGENERATION
CORP
(Exact
Name of Registrant as Specified in its Charter)
Colorado
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333-207889
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46-5008129
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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1000
West Mississippi Avenue
Denver,
Colorado 80223
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code:
(303) 386-4796
N/A
(Former
Address of Principal Executive Offices)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the
following provisions (
see
General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
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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
1 – Registrant’s Business and Operations
Item
1.01. Entry Into a Material Definitive Agreement
On
October 25, 2017, GrowGeneration Corp. (the “Company”) entered into an asset purchase agreement (the “Purchase
Agreement”) through its wholly-owned subsidiary, GrowGeneration California Corp., to purchase all of the assets of a retail
hydroponic store, Humboldt Depot (the “Business”), located in Arcata, CA. The closing of the asset purchase took place
on January 30, 2018.
The
assets subject to the sale under the Purchase Agreement included inventories, fixed assets, tangible personal property, intangible
personal property and contracts. The Company agreed to pay the sellers approximately a total of $1,000,000 and 100,000 shares of common stock
of the Company as consideration for the assets.
In
connection with the purchase of the assets, the Company also entered into two commercial leases, to be effective from February
1, 2018 to January 31, 2021, to rent the premises where the Business is located.
The
foregoing descriptions of the terms of the Purchase Agreement and the two leases do not purport to be complete and are qualified
in their entirety by reference to the full text of the forms of them filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively.
Section
2 – Financial Information
Item
2.01. Completion of Acquisition or Disposition of Assets
Disclosures
under Item 1.01 above are incorporated hereunder in their entirety.
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
On
January 31, 2018, the Company published a press release regarding the purchase of assets of the Business.
A
copy of the press release is attached hereto as Exhibit 99.4. The information contained herein and the exhibit attached herewith
shall be deemed furnished and not filed.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
Exhibit
No.
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Description
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99.1
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Form of Asset Purchase Agreement, dated October 25, 2017, by and among GrowGeneration California Corp., Golden State Analytics d/b/a Humboldt Depot, and Brian Whited
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99.2
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Form of Commercial
Lease, dated January 30, 2018, with Kenneth E. Zanzi and Ellen C. Zanzi
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99.3
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Form of Commercial Lease, dated January 30, 2018, with Denis E. Cosby
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99.4
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Press Release, dated January 31, 2018
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: January
31, 2018
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GrowGeneration
Corp.
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By:
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/s/
Darren Lampert
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Name:
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Darren Lampert
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Title:
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Chief Executive Officer
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