Current Report Filing (8-k)

Date : 07/30/2019 @ 11:02AM
Source : Edgar (US Regulatory)
Stock : Growlife Inc. (QB) (PHOT)
Quote : 0.00355  0.00003 (0.85%) @ 10:00PM

Current Report Filing (8-k)




Washington, D.C. 20549










Date of Report:

(Date of earliest event reported)


July 23, 2019




(Exact name of registrant as specified in charter)



(State or other Jurisdiction of Incorporation or Organization)



(Commission File Number)



(IRS Employer Identification No.)


5400 Carillon Point

Kirkland, WA 98033

(Address of Principal Executive Offices and zip code)



(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 1.01 Entry into a Material Definitive Agreement.


On July 23, 2019, GrowLife, Inc., a Delaware corporation (the “Company”), closed the transactions described below with Odyssey Research and Trading, LLC, a Utah limited liability company (“Odyssey”).


Securities Purchase Agreement, Secured Promissory Notes and Security Agreement


On July 23, 2019, the Company executed the following agreements with Odyssey: (i) Securities Purchase Agreement; (ii) Secured Promissory Notes; and (iii) Security Agreement (collectively the “Odyssey Agreements”). The Company entered into the Odyssey Agreements with the intent to acquire working capital to grow the Company’s businesses.


The total amount of funding under the Odyssey Agreements is $1,105,000. The Convertible Promissory Note carries an original issue discount of $100,000 and a transaction expense amount of $5,000, for total debt of $1,105,000. The Company agreed to reserve three times the number of shares based on the redemption value with a minimum of 500 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 22, 2020. The Debt carries an interest rate of ten percent (10%). The Debt is convertible, at Odyssey’s option, into the Company’s common stock at $0.010 per share subject to adjustment as provided for in the Secured Promissory Notes.


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 Odyssey Agreements are qualified in their entirety by reference to the Odyssey 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.


Item 2.03 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.


Item 3.02 Unregistered Sales of Equity Securities.


See the disclosures made in Item 1.01, which are incorporated herein by reference. All securities issued in the Odyssey Agreements were issued in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The Odyssey 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 paid.


Item 9.01 Financial Statements and Exhibits.


(d)   Exhibits .


Exhibit No.   Description
10.1   Compilation of Securities Purchase Agreement, Secured Promissory Notes, and Security Agreement (Filed herewith)


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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.



Date:  July 29, 2019 By: /s/ Marco Hegyi
    Marco Hegyi
    Chief Executive Officer


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