SECURITIES AND EXCHANGE
PURSUANT TO SECTION
13 OR 15(d) OF THE
ACT OF 1934
Date of Report:
(Date of earliest event
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
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. [ ]
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.
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 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.
Financial Statements and Exhibits.
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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
/s/ Marco Hegyi
Chief Executive Officer
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