SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
October 15, 2018
(Exact name of registrant as specified in charter)
(State or other Jurisdiction of Incorporation or
Employer Identification No.)
Principal Executive Offices and zip code)
number, including area
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
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
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
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.
Entry into a Material Definitive Agreement.
On October 15, 2018, GrowLife, Inc., a Delaware corporation (the
“Company”), closed the transactions described below
with Iliad Research and Trading , L.P.
Securities Purchase Agreement, Secured Promissory Notes and
On October 15, 2018, the Company executed the following agreements
with Iliad: (i) Securities Purchase Agreement; (ii) Secured
Promissory Notes; (iii) Security Agreement; and (iv) Warrant to
Purchase Shares of Common Shares (collectively the “Iliad
Agreements”). The Company entered into the Iliad Agreements
with the intent to acquire
EZ Clone Enterprises,
The total amount of funding under the Iliad Agreements is $700,000.
The Convertible Promissory Note carries an original issue discount
of $70,000 and a transaction expense amount of $5,000, for total
debt of $775,000. The Company agreed to reserve 350 million shares
of its common stock for issuance upon conversion of the Debt, if
that occurs in the future. If not converted sooner, the Debt is due
on or before July 15, 2018. The Debt carries an interest rate of
ten percent (10%). The Debt is convertible, at Iliad’s
option, into the Company’s common stock at 65% of the lowest
trading prices in the twenty trading days before
The Warrant is exercisable for a period of five (5) years from the
Closing, for the purchase of up to $387,500 shares of the
Company’s Common Stock at the market price as of the date of
closing. The Warrant is subject to a cashless exercise option at
the election of Iliad and other adjustments as detailed in the
The Company’s obligation to pay the Debt, or any portion
thereof, is secured by all of the Company’s assets as
described in Schedule A to the Security Agreement attached hereto
and incorporated herein by this reference.
The Iliad Agreements are qualified in their entirety by reference
to the Iliad Agreements, copies 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 Transaction Documents.
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.03.
Unregistered Sales of Equity Securities.
See the disclosures made in Item 1.01, which are incorporated
herein by reference. All securities issued in the Iliad Agreements
were issued in a transaction exempt from registration pursuant to
Section 4(a)(2) of the Securities Act of 1933. The Iliad
transaction did not involve a public offering, the sale of the
securities was made without general solicitation or advertising,
there was no underwriter, and no underwriting commissions were
Financial Statements and Exhibits.
Securities Purchase Agreement,
Secured Promissory Notes, and Security Agreement
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.