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): July
19, 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 |
(State or other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On July 19, 2017,
the Company published a press release regarding the appointment of Peter Rosenberg
as a Director of the Company.
A copy of the press
release is attached hereto as Exhibit 99.1. The information contained herein and the exhibit attached hereto shall be deemed furnished
and not filed.
Section 9 – Financial Statements
and Exhibits
Item 9.01. Financial Statements and
Exhibits
(c) 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: July 19, 2017 |
GrowGeneration Corp. |
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By: |
/s/ Darren Lampert |
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Name: Title: |
Chief Executive Officer
Darren Lampert |
Exhibit 99.1
GrowGeneration Appoints Peter Rosenberg to
its Board of Directors
Denver, Colorado,
July 19, 2017 – GrowGeneration Corp. (OTCQB:GRWG), (“GrowGen” or the “Company”)
one of the largest specialty retail hydroponic and organic gardening stores in the Country, with 13 locations in Colorado,
California, Washington and Nevada, selling to both the commercial and home cannabis growers, today announced it has appointed
Merida Capital Partners’ Peter Rosenberg, to its Board of Directors. The appointment of Mr. Rosenberg is in accord with our
recently completed financing and strategic agreement with Merida Capital Partners. As part of that transaction, Merida received
the right to designate one person to the Company’s Board of Directors, which Board seat is being filled by Peter Rosenberg,
a Merida partner with more than 25 years of experience in merchant and investment banking. experience in merchant and investment
banking. Mr. Rosenberg replaces Irwin Lampert, who retired on July 12, 2017.
Darren Lampert, Co-Founder
and CEO, said “Our Company could not be more proud and excited to bring Peter on as a board member. Peter brings a breadth
of investment banking experience along with a deep knowledge of the consumer products, retail, and indoor gardening space. His
contributions to GrowGen will be invaluable as we continue to execute our expansion and growth plan.”
Merida's Managing
Partner, Mitchell Baruchowitz, commented “Peter’s appointment is another reflection of GrowGen’s continued focus
on professional management and its commitment to developing an active and strategic Board of Directors. GrowGen’s growth
over the past 3 years has been exponential, and Merida is excited to continue to use its resources to help the Company capture
potentially larger opportunities. Peter has strong relationships with California-based cultivators and is expected to help
drive additional business to GrowGen. In addition, he will bring a wealth of governance and strategic oversight to an already
well-functioning executive team.”
Mr. Rosenberg commented
“I am excited to become a Director on the Board of GrowGen and support the management to maintain the Company’s strong
momentum and leadership position in the retail hydroponics and indoor gardening equipment industry. The Company is
well positioned to benefit from the strong trends in the indoor horticulture market, and is expected to grow organically and through
consolidation. I am looking forward to working with management to build the Company and create value for the shareholders.”
Peter Rosenberg
Bio
Peter Rosenberg has
28 years of experience in the financial services industry, specifically in leveraged finance, capital markets, strategic advisory,
private equity and asset management. Throughout his career, he has executed capital raising, mergers and acquisitions, and restructuring
transactions. Peter was previously with Duff & Phelps as a Managing Director in the Consumer and Retail Merger and Acquisitions
Group. Prior to Duff & Phelps, Rosenberg was a Managing Director with Wells Fargo Securities. where he was responsible
for sourcing and executing financing and mergers and acquisitions transactions for independent and financial sponsor-backed middle
market companies. Previously, Rosenberg established and managed the San Francisco office for Barrington Associates, a boutique
mergers and acquisitions advisory firm. At Barrington, he completed divestiture and recapitalization transactions in the consumer,
retail, industrial and business services sectors and was responsible for coverage of middle market private equity firms. Prior
to Barrington, Rosenberg was a Director at Salomon Smith Barney, focusing on corporate finance and mergers and acquisitions transactions
for West Coast consumer product, specialty retail, financial services and industrial companies. Rosenberg has also held positions
at Richard C. Blum & Associates (now BLUM Capital) and Comann, Howard & Flamen. He graduated magna cum laude from the University
of Colorado with a B.S. degree in Business and Administration and was a member of the Beta Gamma Sigma academic honor society.
Rosenberg holds Series 7, 24, and 63 securities industry registrations.
About GrowGeneration
Corp.:
GrowGeneration Corp.
(“GrowGen”) owns and operates specialty retail hydroponic and organic gardening stores. Currently, GrowGen has 13 stores,
which includes nine locations in Colorado, two locations in California, one location in Nevada and one in Washington. GrowGen carries
and sells thousands of products, including organic nutrients and soils, advanced lighting technology and state of the art hydroponic
equipment to be used indoors and outdoors by commercial and home growers. Our mission is to own and operate GrowGeneration branded
stores in all the major legalized cannabis states. Management estimates that roughly 1,000 hydroponic stores are in operation in
the U.S. According to New Frontier Data, the U.S. legal cannabis market was $6.6 billion in 2016 and is expected to reach $8.0
billion at the end of 2017. By 2025 the market is estimated to reach over $24 billion with a compound annual growth rate of 16%.
About Merida Capital
Partners
Merida Capital Partners
is a private equity investment firm targeting fundamental growth drivers underpinning the rapid development of the cannabis industry.
Its investment emphasis focuses on cultivation technologies, products and services associated with the evolution of cannabis
as an agricultural product, a natural plant-based medicine, a constituent in pharmaceutical formulations, and a recreational consumer
product. The Merida team has members who have been working with state legal cannabis companies since 2009 and investing in
cannabis related companies since 2012, and has honed its investing philosophy through immersion in the most complex areas of the
cannabis industry, the state regulated licensing process for medical cultivation and cannabis-based pharmaceutical development.
Forward Looking
Statements:
This press release
may include predictions, estimates or other information that might be considered forward-looking within the meaning of applicable
securities laws. While these forward-looking statements represent our current judgments, they are subject to risks and uncertainties
that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements,
which reflect our opinions only as of the date of this release. Please keep in mind that we are not obligating ourselves to revise
or publicly release the results of any revision to these forward-looking statements in light of new information or future events.
When used herein, words such as "look forward," "believe," "continue," "building," or variations
of such words and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results
to differ materially from those contemplated in any forward-looking statements made by us herein are often discussed in filings
we make with the United States Securities and Exchange Commission, available at: www.sec.gov, and on our website, at: www.growgeneration.com.
Connect:
Website: www.GrowGeneration.com
Facebook: GrowGenerationCorp
Twitter: @GrowGenOK
Instagram: Growgeneration_corp
Company and Investor
Inquiries:
GrowGeneration Corp.
610-216-0057
michael@growgeneration.com