Current Report Filing (8-k)
May 19 2017 - 05:05PM
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): May 15, 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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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
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
On
May 16, 2017, GrowGeneration, Corp. (the “Company”) conducted the final closing of a private placement (the “Offering”),
through GVC Capital LLC (“GVC Capital”) as its placement agent, of a total of 1,000,000 units (the “Units”)
of the Company’s securities pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506 of Regulation D promulgated under the Securities Act. Each Unit consists of (i) one share of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) and (ii) one 5-year warrant to purchase one share of
Common Stock at an exercise price of $2.75 per share. The Company raised an aggregate of $2,000,000 gross proceeds from 27 accredited
investors in the Offering.
The
Company paid GVC Capital total compensation for its services, (i) for a price of $100, 5-year warrants to purchase 75,000 shares
at $2.00 per share and 5-year warrants to purchase 75,000 shares at $2.75 per share, (ii) a cash fee of $150,000, (iii) a non-accountable
expense allowance of $60,000, and (iv) a warrant exercise fee equal to 3% of all sums received by the Company from the exercise
of 750,000 warrants (not including 250,000 warrants issued to one investor) when they are exercised.
The
foregoing descriptions of the terms of the Offering and the Units issued in connection therewith do not purport to be complete
and are qualified in their entirety by reference to the full text of the forms of the Subscription Agreement and Warrants filed
herewith as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively.
This
Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy any of
the securities described herein.
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
May 15, 2017, Irwin Lampert tendered his resignation from the positions of Chief Financial Officer and Secretary of the Company.
Mr. Lampert’s resignation was not a result of any disagreements with the Company regarding its operations, policies or practices.
Following his resignation from the officer positions of the Company, Mr. Lampert remains as a member on the Company’s Board
of Directors.
On May 15, 2017, the Company entered
into a 3-year executive employment agreement (the “Employment Agreement”) with Monty Lamirato, pursuant to which Mr.
Lamirato agreed to provide his services to the Company as its Chief Financial Officer and Secretary, which appointment has been
approved by the Company’s Board of Directors. In consideration of the services to be provided by Mr. Lamirato under the Employment
Agreement, the Company agreed to pay Mr. Lamirato a salary of $150,000 per annum for the first year, $162,500 for the second year
and $175,000 for the third year. The Company also agreed to issue to Mr. Lamirato 25,000 shares of common stock and 50,000 stock
options as of May 15, 2017, March 15, 2018 and March 15, 2019, respectively.
The
foregoing description of the terms of the Employment Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the forms of the Employment Agreement filed herewith as Exhibit 99.5.
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
On
May 19, 2017,
the Company
published
a press release regarding the appointment of Mr. Lamirato as its new
Chief Financial Officer and Secretary
.
A
copy of the press release is attached hereto as Exhibit 99.6. 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
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:
May
19
, 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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