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 9, 2021 (March 31, 2021)
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GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
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000-50385
(Commission File Number)
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90-0821083
(IRS Employer Identification No.)
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5400 Carillon Point
Kirkland, WA 98033
(Address of Principal Executive Offices and zip code)
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(866) 781-5559
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following provisions:
[ ] 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. [ ]
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Item 1.01
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Entry into a Material Definitive Agreement.
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On April 5, 2021, GrowLife, Inc., a Delaware
corporation (the “Company”), entered into a Warrant Settlement Agreement (the “Agreement”), dated March 31,
2021, with St. George Investments LLC, a Utah limited liability company (“St. George”), Iliad
Research and Trading, L.P., a Utah limited partnership (“Iliad,” and together with St. George, the
“Investor”). Pursuant to the Agreement, the Company and Investor agreed to settle the following warrants previously
issued by the Company: (i) Warrant to Purchase Shares of Common Stock dated February 9, 2018 issued to St. George (the
“February 2018 Warrant”); and (ii) Warrant to Purchase Shares of Common Stock dated October 15, 2018 issued to Iliad
(the “October 2018 Warrant,” and together with the February 2018 Warrant, the “Warrants”).
Prior to entering into the Agreement, the
Investor alleged and confirmed with an independent third party fund accountant and administrator that the Warrants were exercisable
for approximately 131,077,164 aggregate common shares. Pursuant to the Agreement, the Investor agreed to accept an aggregate
14,250,000 common stock shares of the Company (“Shares”) under the Warrants, as full payment for and satisfaction of the
Warrants. The Shares will be issued upon exercise of the Warrants from the share reserve of Bucktown Capital, LLC created under that
certain Irrevocable Letter of Instructions to Transfer Agent dated February 26, 2021. Bucktown has further agreed it shall not
declare an Event of Default under its February 2021 Note so long as Company increases it authorized shares at the next scheduled
shareholder meeting of Company and puts the Share Reserve in place immediately thereafter as required under the February 2021
Purchase Agreement. Upon receipt of the Shares, the Investor shall cancel the Warrants and mutually release and discharge each
other.
The Agreement is qualified in its entirety by
reference to the Agreement, a copy of which are attached to this Current Report on Form 8-K as Exhibit 10.1, respectively, and
incorporated by reference into this Item 1.01. Certain capitalized terms used herein but not otherwise defined shall have the
meaning ascribed thereto in the Agreement.
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Item 9.01
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Financial Statements
and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GROWLIFE, INC.
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Date: April 9, 2021
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By:
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/s/ Marco Hegyi
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Marco Hegyi
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Chief Executive Officer
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