Current Report Filing (8-k)
November 02 2020 - 3:43PM
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): October
29, 2020
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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930 W 7th Ave, Suite A
Denver, Colorado 80204
(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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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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GRWG
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The NASDAQ Stock Market LLC
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Section 1. Registrant’s Business
and Operations
Item 1.01. Entry into a Material Definitive
Agreement
On
October 29, 2020, GrowGeneration Corp. and its wholly-owned subsidiary GrowGeneration California Corp. (collectively the “Company”) entered
into an asset purchase agreement to acquire the assets of Yeleko, LLC, Yeleko GUI, LLC, Healthy Harvest Hydro-Organics LLC,
and Oregon Hydro-Organics LLC (the “Purchase Agreement”), which collectively operated as The GrowBiz, in exchange for
$11 million in cash, approximately $15 million of GrowGeneration Corp. stock plus inventory of approximately $6 million. The GrowBiz
is the nation’s third-largest chain of hydroponic garden centers, with five stores
across California and Oregon. The Company issued a press release on November 2, 2020 announcing its entry into the Purchase
Agreement, which is attached hereto as Exhibit 99.1.
The
transaction is expected to close in fiscal 2020. The Purchase Agreement also includes customary representations, warranties and
covenants of the Company and the Sellers. The Purchase Agreement also contains post-closing indemnification provisions pursuant
to which the Parties have agreed to indemnify each other against losses resulting from certain events, including breaches of representations
and warranties, covenants and certain other matters.
In
connection with the closings of the transactions contemplated by the Purchase Agreement, the Company and Ross Haley, the principal
Member of the Sellers, will enter into a Consulting agreement pursuant to which Mr. Haley will provide the Company with certain
consulting services for a limited time period following the closing.
This
summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions
of Purchase Agreement, a copy of which is filed as Exhibit 2.01 to this Current Report on Form 8-K and incorporated herein by reference.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On November 2, 2020,
GrowGeneration Corp. (the “Company”) published a press release regarding
its acquisition of assets from Yeleko, LLC, Yeleko GUI, LLC, Healthy Harvest
Hydro-Organics LLC, and Oregon Hydro-Organics LLC.
A
copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K (including
the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
otherwise expressly stated in such filing.
Section 9 – Financial Statements
and Exhibits
Item 9.01. Financial Statements and
Exhibits
(c) Exhibits
Exhibit No.
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Description
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Item 2.01
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Asset Purchase Agreement, dated as of October 29, 2020, by and among GrowGeneration Corp. and GrowGeneration California Corp. and Yeleko, LLC, Yeleko GUI, LLC, Healthy Harvest Hydro-Organics LLC, and Oregon Hydro-Organics LLC. Schedules and exhibits to this document are omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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Item 99.1
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Press Release, dated November 2, 2020
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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: November 2, 2020
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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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2
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