Current Report Filing (8-k)
April 14 2017 - 5:27PM
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): April 10, 2017
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 80233
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code:
800-935-8420
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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Section
5 - Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 10, 2017, GrowGeneration, Corp. (the “Company”) entered into a 3-year executive employment agreement (the “Employment
Agreement”) with Joe Prinzivalli, pursuant to which Mr. Prinzivalli agreed to provide his services to the Company as Chief
Operating Officer. In consideration of the services to be provided by Mr. Prinzivalli under the Employment Agreement, the Company
agreed to pay Mr. Prinzivalli a salary of $100,000 per annum with a 10% annual raise. The Company also agreed to issue to Mr.
Prinzivalli 50,000 shares of common stock as of the date of the agreement, 50,000 shares as of December 31, 2017 and 50,000 shares
as of December 31, 2018.
On
April 10, 2017, the Company entered into a separation and release agreement (the “Separation Agreement”) with Jason
Dawson, pursuant to which the parties agreed to terminate that certain employment agreement under which Mr. Dawson provided his
services to the Company as Chief Operating Officer. As of the effective date of the Separation Agreement, Mr. Dawson resigned
from the position of Chief Operating Officer of the Company, as well as from any and all positions as an officer of any subsidiary
of the Company. Mr. Dawson’s resignation was not a result of any disagreements with the Company regarding its operations,
policies or practices.
Pursuant to the Separation Agreement, Mr. Dawson
agreed that sales of any shares of common stock of the Company owned by Mr. Dawson shall be subject to the Company’s insider
trading policy, and that any sales within a calendar quarter shall not exceed 50,000 shares. In addition, the Company agreed to
extend the termination period of certain options granted to Mr. Dawson to purchase shares of common stock, which shall be exercisable
prior to May 1, 2018.
As
of the same date of the Separation Agreement, the Company and Mr. Dawson also entered into a consulting agreement (the “Consulting
Agreement”), pursuant to which Mr. Dawson agreed to provide consulting services to the Company as an independent contractor,
up to 20 hours per week, for a period of six months. In consideration of the services to be provided by Mr. Dawson under the Consulting
Agreement, the Company agreed to pay Mr. Dawson an hourly fee of $60 and issue 50,000 shares of common stock to Mr. Dawson as
of the date of the agreement.
The
foregoing descriptions of the terms of the Employment Agreement, Separation Agreement and Consulting Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text of the forms of the agreements filed herewith
as Exhibits 99.1, 99.2 and 99.3, respectively.
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 Executive Employment Agreement with Joe Prinzivalli, dated April 10, 2017
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99.2
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Form
of Separation and Release Agreement with Jason Dawson, dated April 10, 2017
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99.3
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Form
of Consulting Agreement with Jason Dawson, dated April 10, 2017
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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:
April
14
, 2017
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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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CEO
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