Current Report Filing (8-k)
November 26 2019 - 12:06PM
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)
November 26, 2019
____________________________
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
000-50385
|
5400 Carillon Point
Kirkland, WA 98033
|
90-0821083
|
(Commission File
Number)
|
(Address
of Principal Executive Offices and zip code)
|
(IRS
Employer Identification No.)
|
(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.
[ ]
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On October 9, 2019, the Board of Directors (the
“Board”) of GrowLife, Inc. (the “Company”)
approved the reduction of authorized capital stock, whereby the
total number of authorized common stock of the Company decreased
from 6,000,000,000 by a ratio of 1 for 50, to 120,000,000 shares.
As a result of the reduction, the Company has an aggregate
130,000,000 authorized shares consisting of : (i) 120,000,000
shares of common stock, par value $0.0001 per share, and (ii)
10,000,000 shares of preferred stock, par value $0.0001 per
share.
The amendment to authorized stock was previously approved by the
Company’s shareholders at the Company’s December 6,
2018 annual meeting of stockholders. The approvals provided
discretion to the Board to implement the amendment by the end of
2019.
The text of the amendment to Articles is filed as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
On October 9, 2019, the Board approved the implementation of a
one-for-one hundred and fifty (1:150) reverse stock split of all of
the Company’s issued and outstanding common stock (the
“Reverse Stock Split”).
The Reverse Stock Split was previously approved by the
Company’s shareholders at the Company’s December 6,
2018 annual meeting of stockholders. The approvals provided
discretion to the Board to implement the Reverse Stock Split by the
end of 2019.
As a result of the Reverse Stock Split, every one hundred and fifty
(150) shares of the issued and outstanding common stock of the
Company will be converted into one (1) share of common stock. All
fractional shares created by the Reverse Stock Split will
be rounded up to the nearest whole share. Each shareholder
will receive at least one share.
The Reverse Stock Split becomes effective with FINRA (the Financial
Industry Regulatory Authority) and in the marketplace at the open
of business on November 27, 2019 (the “Effective
Date”), whereupon the shares of common stock will begin
trading on a split-adjusted basis. On the Effective Date, the
Company’s trading symbol will change to “PHOTD”
for a period of 20 business days, after which the “D”
will be removed from the Company’s trading symbol, which will
revert to the original symbol of “PHOT”. In connection
with the Reverse Stock Split, the Company’s CUSIP number will
change to 39985X203.
An amendment to Articles of Incorporation was filed citing the
Reverse Stock Split, a copy of which are filed as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
|
|
Description
|
|
|
Amendment
to Articles of Incorporation dated November 20, 2019.
|
|
|
Press
Release of GrowLife, Inc., dated November 26, 2019.
|
|
|
Certificate
of Amendment of Certificate of Incorporation
|
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.
|
GROWLIFE, INC.
|
|
|
|
|
Date: November
26, 2019
|
By:
|
/s/
Marco Hegyi
|
|
|
Marco
Hegyi
|
|
|
Chief
Executive Officer
|
Growlife (CE) (USOTC:PHOT)
Historical Stock Chart
From Feb 2024 to Mar 2024
Growlife (CE) (USOTC:PHOT)
Historical Stock Chart
From Mar 2023 to Mar 2024