Current Report Filing (8-k)

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)

October 28, 2021 (October 25, 2021)

____________________________

GROWLIFE, INC.

(Exact name of registrant as specified in charter)

Delaware

(State or other Jurisdiction of Incorporation or Organization)

000-50385		90-0821083
(Commission File Number)		(IRS Employer Identification No.)

11335 NE 122nd Way, Suite 105

Kirkland, WA 98034

(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 8.01 Other Events

On October 28, 2021, GrowLife, Inc. a Delaware corporation (“Company”) announced entry into an Exclusive Distribution Agreement (“Agreement”) with My Fungi Inc., an Alberta corporation (“Supplier”), dated October 25, 2021, pursuant to which the Company has been engaged as the exclusive distributor of Supplier’s goods which include items such as liquid culture, blended and sterile substrates, and all in one mushroom spore grow kits necessary for growing mushrooms (“Goods”), within the entire United States; (the “Territory”), provided, that, Supplier may conduct business-to-customer sales of goods to end-user consumers in the United States via online platform. The Company has the exclusive right to market, advertise, negotiate price, sell and distribute the Goods within such Territory. Pursuant to the Agreement, the Company is required to purchase Goods from Supplier pursuant to Supplier’s wholesale price schedule. The Agreement has an initial term of three-years with renewal provisions at the option of the parties. The Agreement includes customary provisions regarding liability, indemnification, insurance, and damages.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release dated October 28, 2021 (Filed herewith)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.