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)
November 8, 2018
____________________________
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
000-50385
(Commission
File Number)
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5400
Carillon Point
Kirkland, WA 98033
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90-0821083
(IRS
Employer Identification No.)
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(Address
of Principal Executive Offices and zip code)
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(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 7.01 Regulation FD Disclosure.
Proposed Rights Offering to Shareholders Extended to November 20,
2018
On
November 8, 2018, GrowLife, Inc. (the “Company”), filed
its
prospectus supplement
and announced the extension of its Rights Offering as previously
announced (the “Rights Offering”). The Rights Offering
is designed to give record shareholders the opportunity to invest
directly into the Company at a set price with additional warrants
to support the Company’s capital raise to be used for
continued expansion.
The Company has chosen to extend the offering period of the Rights
Offering to November 20, 2018 to give stockholders, particularly
those holding shares in street name who may have only recently
received applicable materials, additional time to participate in
the Rights Offering should they desire to do so and due to the
original expiration date falling on a holiday.
Summary of the Terms of the Offering
Each
shareholder will receive one non-transferable right (the
“Right”) for each share of common stock held on the
record date (October 12, 2018). Each Right will include one share
of Common Stock and two one-half warrants. The purchase price will
be payable in cash to the Company.
The
warrants included in each Right will be exercisable for one-half of
the number of rights for one share of our Common Stock at an
exercise price of $0.018 per share and one-half warrant exercisable
for one share of our Common Stock at an exercise price of $0.024.
For example: if you subscribe for 100 Units you will receive 100
common stock shares and 100 warrants divided into 50 warrants
exercisable at $0.018 and 50 warrants exercisable at
$0.024).
The
Record date shareholders who fully exercise their Subscription
Rights will be eligible for an over-subscription privilege
entitling these shareholders to subscribe, subject to certain
limitations and a pro-rata allotment, for any additional shares of
common stock not purchased pursuant to the
Subscription.
The
Offering expires at 6:00 PM Eastern Time on November 20, 2018,
unless extended.
The
foregoing description of the Rights Offering is not complete and is
subject to and qualified in its entirety by reference to the Rights
Offering Prospectus as filed October 18, 2018, which is attached
hereto as Exhibit 10.1 and incorporated herein by this
reference. All defined terms not otherwise defined herein
shall have the meaning as set forth in the Prospectus.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
.
Exhibit No.
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Description
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Prospectus
Supplement dated November 8, 2018 to Rights Offering to
Shareholders filed in 424(b)(4) Prospectus filed with the SEC on
October 18, 2018, and hereby incorporated by
reference.
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Press
Release dated November 8, 2018 concerning
Rights Offering to Shareholder's
Extension.
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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.
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GROWLIFE, INC.
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Date: November
8, 2018
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By:
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/s/
Marco Hegyi
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Marco
Hegyi
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Chief
Executive Officer
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Prospectus
Supplement dated November 8, 2018
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Filed
pursuant to Rule 424(B)(5)
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(to
Prospectus dated October 15, 2018)
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Registration
number 333-211255
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GrowLife, Inc.
Non-transferable Subscription Rights to Purchase Units Consisting
of an Aggregate of Up to 500,000,000 Shares of Common Stock at a
Subscription Price of $0.012 Per Unit and Warrants to Purchase Up
to 250,000,000 Shares of Common Stock at an exercise price of
$0.018 and Warrants to Purchase Up to 250,000,000 Shares of Common
Stock at an exercise price of $0.024
This
prospectus supplement is incorporated by reference into and should
be read in conjunction with the original base prospectus dated
October 15, 2018 (the “Prospectus”). This
prospectus supplement is not complete without, and may not be
delivered or utilized, except in conjunction with the Prospectus,
including any amendments or supplements thereto.
Extension of Subscription Period
We
have distributed to our stockholders of record as of October 12,
2018 (“Record Date”), at no charge, non-transferable
subscription rights (each a “Right”) for every
share of Common Stock that you owned or were deemed to own as of
the Record Date.
We
will only accept subscriptions for 500,000,000 Units for a total
purchase price of approximately $6,000,000 (the “Subscription
Cap”). Each Right consists of a basic Subscription
Right and an Over-Subscription Right, and will entitle you (subject
to the pro rata reductions described in the Prospectus resulting
from the Subscription Cap) to:
(i) purchase
one Unit, which we refer to as the “Basic Subscription
Right,” at a subscription price per Unit of $0.012 (the
“Subscription Price”). Each Unit consists of one share
of our common stock, par value $0.0001 per share, which we refer to
as Common Stock and two ½ warrants, consisting of one ½
warrant which will be exercisable for one share of our Common Stock
at an exercise price of $0.018 per share and one ½ warrant
exercisable for one share of our Common Stock at an exercise price
of $0.024, which we refer to collectively as the
Warrant;and
(ii) if
you exercise your Basic Subscription Rights in full, and any
portion of the Units remain available under the rights offering,
you will be entitled to an Over-subscription Privilege to purchase
a portion of the unsubscribed Units at the Subscription Price,
subject to (i) the pro rata allocation of Units among
stockholders exercising their Over-Subscription Right and
(ii) certain ownership limitations, which we refer to as the
“Over- subscription Right.”
The Rights are currently exercisable and, under
the Prospectus, were scheduled to expire if not exercised by 6:00
p.m., Eastern Time, on November 12, 2018. As provided in the
Prospectus, we are extending the period for exercising the Rights
until
6:00 p.m., Eastern Time, on
Tuesday, November 20, 2018
. If you wish to exercise your Rights you
must submit your subscription documents before the new expiration
date of
6:00 p.m., Eastern Time, on
Tuesday, November 20, 2018
.
All
references in the Prospectus to the expiration date for exercise of
Rights are hereby amended as described herein. All other
descriptions, terms and conditions set forth in the original
Prospectus remain unchanged.
The exercise of your Rights for Units involves risks. You should
carefully consider all of the information set forth in the
Prospectus, including the information under the
heading “RISK FACTORS” beginning on page
page 14 of the Prospectus, before exercising your Rights for
Units.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of the
Prospectus or any prospectus supplement. Any representation
to the contrary is a criminal offense.
The date of this prospectus supplement is November 8,
2018.
Exhibit
99.1
GrowLife, Inc. Extends Rights Offering to Shareholders through
November 20, 2018
KIRKLAND,
Wash. – November 8, 2018 – GrowLife, Inc. (OTCQB:
PHOT), one of the nation’s most recognized indoor cultivation
product and service providers, today announced it has extended
until Tuesday, November 20, 2018, its previously disclosed rights
offering pursuant to which it plans to raise up to $6,000,000
through the distribution of subscription rights and exercise
thereof (the “Offering”).
The
Company has chosen to extend the offering period to give
stockholders, particularly those holding shares in street name who
may have only recently received applicable materials, additional
time to participate in the Offering should they desire to do so and
due to the original expiration date falling on a
holiday.
“We are extending the expiration of the rights offering at
the request of and to allow our large shareholder base to
participate in this exciting offering,” said GrowLife, Inc.
CEO Marco Hegyi.”
SUMMARY
OF THE TERMS OF THE OFFERING
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Each
shareholder will receive one non-transferable right (the
“Right”) for each share of common stock held on the
record date (October 12, 2018).
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Each
Right will include one share of Common Stock and two one-half
warrants at a subscription price of $0.012. The purchase
price will be payable in cash to the company.
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The
warrants included in each Right will be exercisable for one-half of
the number of rights for one share of our Common Stock at an
exercise price of $0.018 per share and one-half warrant exercisable
for one share of our Common Stock at an exercise price of $0.024.
For example: if you subscribe for 100 Units you will receive 100
common stock shares and 100 warrants divided into 50 warrants
exercisable at $0.018 and 50 warrants exercisable at
$0.024).
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●
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Record
date shareholders who fully exercise their Subscription Rights will
be eligible for an over-subscription privilege entitling these
shareholders to subscribe, subject to certain limitations and a
pro-rata allotment, for any additional shares of common stock not
purchased pursuant to the Subscription.
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●
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The
Offering expires at 6:00 PM Eastern Time on Tuesday, November 20,
2018.
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The
complete S-1 Amendment No. 1, which is subject to final SEC
approval, can be found
here
.
This press release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities in
any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable
law. No offer of securities shall be made except by means of
a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
The Offering is made pursuant to the company’s effective
shelf registration statement.
For more information on the Offering including form download and
information on how to participate, visit
Growlifeinc.com/investors/rights-offering
.
Additional inquiries regarding the Offering should be directed to
the Company at 206-483-0059 or
investors@growlifeinc.com
For more information about GrowLife, including the CEO’s most
recent video statement, visit the company’s website. Products
can be purchased at
ShopGrowLife.com.
in the US and
GrowLifeHydro.ca/
in Canada.
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About GrowLife, Inc.
GrowLife, Inc. (PHOT) aims to become the nation’s largest
cultivation service provider for cultivating organics, herbs and
greens and plant-based medicines. Our mission is to help make our
customers successful. Through a network of local representatives
covering the United States and Canada, regional centers and its
e-Commerce team, GrowLife provides essential goods and services
including media, industry-leading hydroponics and soil, plant
nutrients, and thousands more products to specialty grow
operations. GrowLife is headquartered in Kirkland, Washington and
was founded in 2012.
Public Relations Contact:
CMW Media
Cassandra Dowell, 858-264-6600
cassandra@cmwmedia.com
www.cmwmedia.com
Investor Relations Contact:
info@growlifinc.com
206-483-0059