Current Report Filing (8-k)
May 14 2019 - 5:12PM
Edgar (US Regulatory)
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): May
13, 2019
GROWGENERATION CORP
(Exact Name of Registrant as Specified in
its Charter)
Colorado
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333-207889
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46-5008129
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1000 West Mississippi Avenue
Denver, Colorado 80223
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code:
(303) 386-4796
N/A
(Former Address of Principal Executive Offices)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (
see
General
Instruction A.2. below):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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If an emerging growth
comp
any, 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.
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Section 1 – Registrant’s Business and Operations
Item 1.01. Entry Into a Material
Definitive Agreement
On April 23, 2019, GrowGeneration Corp.
(the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) through its wholly-owned
subsidiary, GrowGeneration Rhode Island Corp., to purchase the assets of GreenLife Garden Supply Corp. (“GreenLife”),
with two store locations in Maine and one in New Hampshire.
The assets subject to the sale under the
Purchase Agreement included inventories, fixed assets, tangible personal property, intangible personal property and contracts.
As consideration for the assets, the Company agreed to pay GreenLife (i) the actual cost of the inventory as of the closing which
was approximately $1,033,688, (ii) cash payment of $100,000 for the fixed assets, (iii) cash payment of $1,500,000 for the intangible
assets and goodwill, and (iv) 250,000 shares of restricted common stock of the Company.
In connection with the purchase of the
assets, the Company also entered into a five-year commercial lease agreement (the “Lease”), effective from May 9, 2019,
to rent the premises in York, Maine where some assets are located, and a month-to-month lease in New Hampshire. The Company will
enter into another lease for the other location in Maine.
The foregoing descriptions of the terms
of the Purchase Agreement and the Lease do not purport to be complete and are qualified in their entirety by reference to the full
text of the forms of them filed herewith as Exhibits 99.1 and 99.2, respectively.
Section 2 – Financial Information
Item 2.01. Completion of Acquisition
or Disposition of Assets
Disclosures under Item 1.01 above are incorporated
hereunder in their entirety.
Section 7 –
Regulation FD
Item 7.01.
Regulation FD Disclosure
On
May 14, 2019, the Company published a press release regarding the purchase of assets from
GreenLife
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A
copy of the press release is attached hereto as Exhibit 99.3. The information contained herein and the exhibit attached herewith
shall be deemed furnished and not filed.
Section 9 – Financial Statements
and Exhibits
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits
Exhibit No.
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Description
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99.1
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Form of Asset Purchase Agreement, dated April 23, 2019, by and among GrowGeneration Corp., GrowGeneration Rhode Island Corp. and GreenLife Garden Supply Corp.
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99.2
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Form of Commercial Lease, dated May 9, 2019, by and between GrowGeneration Corp. and 611A Route One, LLC
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99.3
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Press Release, dated May 14, 2019
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: May 14, 2019
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GrowGeneration Corp.
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By:
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/s/ Darren Lampert
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Name:
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Darren Lampert
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Title:
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Chief Executive Officer
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