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2021-11-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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)
December 6, 2021 (November
(Exact name of registrant as specified in charter)
(State or other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification No.)
11335 NE 122nd Way,
(Address of Principal Executive Offices and zip code)
(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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective November 30, 2021, Michael Fasci resigned as the Chief
Financial Officer, Secretary and Director of GrowLife, Inc. (“the
Company”). Mr. Fasci had no disagreement with the Company on any
matter relating to the registrant’s operations, policies or
Effective November 30, 2021, Joseph Barnes resigned from all
positions including as president of the Company’s wholly owned
subsidiary, GrowLife Hydroponics, Inc. Mr. Barnes had no
disagreement with the Company on any matter relating to the
registrant’s operations, policies or practices.
Effective December 1, 2021, the Company’s Board of Directors
(“Board”) has appointed its current Chief Executive, Marco Hegyi,
to act as interim Chief Financial Officer while the Company
identifies a qualified replacement candidate. Additionally, Mr.
Thom Kozik, a current member of the Company’s Board has been
appointed to act as interim Secretary effective December 1, 2021.
Mr. Hegyi and Mr. Kozik’s biographies are incorporated by reference
as included in Form 10-K filed with the Commission on April 15,
On December 1, 2021, the Board appointed Mr. David Dohrmann as
President of the Company. In connection with the appointment, Mr.
Dohrmann will receive annual compensation of $120,000. The Company
and Mr. Dohrmann have not entered into any compensatory agreements
as of this this Current Report on Form 8-K except as otherwise set
forth herein (“Report”).
Mr. Dohrmann, age 55, has served as a General Partner of
Penché Partners, a San Francisco based venture capital firm since
January 2020. Prior to Penché, he served as the Chief Executive
Officer of Gazillion Entertainment from August 2015 until December
of 2018. From February 2013 to October 2016, Dohrmann was also a
Managing Director at Roth Capital Partners, an Investment Bank,
where he focused on Venture Capital investments. From September
2010 to January 2012, Dohrmann was the founder & CEO of
Playchemy Inc., a San Francisco based developer of online and
From 2005 to 2010, Mr. Dohrmann served as a partner and headed
the digital media and entertainment practice at Security Research
Associates, a San Francisco based investment banking Firm focused
on the emerging growth small & microcap Companies. From 2002
until 2005 he served as a partner and investment banker at Halpern
Capital, an Investment Banking firm also focused on serving
emerging growth Companies in the small and micro cap arena.
From 2000 to 2002 Mr. Dohrmann was VP of Corporate Development
for Sagent Inc., a Nasdaq traded company acquired by Group 1
Software in 2003. From 1992 to 1997 Mr. Dohrmann was VP of
Institutional Sales at the Investment Banking firm Donaldson
Lufkin & Jenrette.
Mr. Dohrmann received a Bachelor of Arts Degree from the
University of Southern California in 1989.
Mr. Dohrmann’s public company experience and knowledge of
investment banking, corporate development, institutional sales,
venture capital, his focus and work with public small and microcap
Companies and as an operating executive will provide GrowLife with
valuable perspective and guidance for corporate development
initiatives as President of the Company.
Except as otherwise disclosed in this Report, there are no
arrangements or understandings between Mr. Dohrmann and any other
person pursuant to which he was appointed as an officer of the
Company. In addition, there are no family relationships between Mr.
Dohrmann and any of the Company’s other officers or directors.
Further, except as otherwise disclosed herein, there are no
transactions since the beginning of the Company’s last fiscal year,
or any currently proposed transaction, in which the Company is a
participant, the amount involved exceeds $120,000, and in which Mr.
Dohrmann had, or will have, a direct or indirect material
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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.