Current Report Filing (8-k)
July 16 2018 - 4:33PM
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): July 13, 2018
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 80223
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code:
(303) 386-4796
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
1 – Registrant’s Business and Operations
Item
1.01. Entry Into a Material Definitive Agreement
On
June 28, 2018, GrowGeneration Corp. (the “Company”) entered into a restated and amended asset purchase agreement (the
“Purchase Agreement”) to purchase the assets of a retail hydroponic store, Santa Rosa Hydroponics & Grower Supply
Inc. (the “Business”), located in Santa Rosa, California. On July 13, 2018, the parties entered into an amendment
to the Purchase Agreement and conducted the closing of the asset purchase.
The
assets subject to the sale under the Purchase Agreement, as amended, included inventories, fixed assets, tangible personal property,
intangible personal property and contracts. As consideration for the assets, the Company agreed to pay the sellers a total of
(i) $1,500,000 for inventory; (ii) $100,000 for the unencumbered fixed assets; (iii) (a) 925,000 shares of the Company’s
restricted common stock, (b) $825,000 cash and (c) a promissory note of $500,000 for the intangible assets and goodwill.
In
connection with the purchase of the assets, the Company also entered into a commercial lease agreement, effective from July 14,
2018 to July 13, 2023, to rent the premises where the Business is located.
The
foregoing descriptions of the terms of the Purchase Agreement and its amendment, the promissory note and the lease do not purport
to be complete and are qualified in their entirety by reference to the full text of the forms of them filed herewith as Exhibits
99.1, 99.2, 99.3 and 99.4, respectively.
Section
2 – Financial Information
Item
2.01. Completion of Acquisition or Disposition of Assets
Disclosures
under Item 1.01 above are incorporated hereunder in their entirety.
Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
On
July 16, 2018, the Company published a press release regarding the purchase of assets of the Business.
A
copy of the press release is attached hereto as Exhibit 99.5. 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
(a)
Financial Statements of Business Acquired.
The
Company will file any financial statements required by this Item not later than September 25, 2018.
(b)
Pro Forma Financial Information.
The
Company will file any financial statements required by this Item not later than September 25, 2018.
(d)
Exhibits
Exhibit No.
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Description
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99.1
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Form of Revised Asset Purchase Agreement, dated June 28, 2018, by and among GrowGeneration Corp., Santa Rosa Hydroponics & Grower Supply Inc., Rick Barretta and Jason Barretta
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99.2
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Form of Amendment to Revised Asset Purchase Agreement, dated July 13, 2018
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99.3
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Form of Promissory Note
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99.4
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Form of Commercial Lease Agreement, dated July 13, 2018, by and between GrowGeneration Corp. and Barretta Enterprises / South Moorland Avenue, LLC
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99.5
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Press Release, dated July 16, 2018
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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: July
16, 2018
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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