GROWLIFE, INC. (Form: 8-K, Received: 11/16/2018 10:04:12)

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 16, 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)	5400 Carillon Point Kirkland, WA 98033	90-0821083 (IRS Employer Identification No.)
	(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 7.01 Regulation FD Disclosure.

Proposed Rights Offering to Shareholders Extended to November 30 2018

On November 16, 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 30, 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 30, 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.		Description

10.1		Prospectus Supplement dated November 16, 2018 to Rights Offering to Sharehol ders filed in 424(b)(4) Prospectus filed with the SEC on October 18, 2018, and hereby incorporated by reference.
99.1		Press Release dated November 16, 2018 concerning Rights Offering to Shareholders Extension

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.

	GROWLIFE, INC.

Date: November 16, 2018	By:	/s/ Marco Hegyi
		Marco Hegyi
		Chief Executive Officer

Exhibit 10.1

Prospectus Supplement dated November 16, 2018	Filed pursuant to Rule 424(B)(5)
(to Prospectus dated October 15, 2018)	Registration number 333-211255

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 20, 2018. As provided in the Prospectus, we are extending the period for exercising the Rights until 6:00 p.m., Eastern Time, on Friday, November 30, 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 Friday, November 30, 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 16, 2018.

Exhibit 99.1

GrowLife, Inc. Extends Rights Offering to Shareholders through November 30, 2018

KIRKLAND, Wash. – November 16, 2018 – GrowLife, Inc. (OTCQB: PHOT), one of the nation’s most recognized indoor cultivation product and service providers, today announced it has extended until Friday, November 30, 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.

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 at a subscription price of $0.012. 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).

●	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 Friday, November 30, 2018.

The complete S-1 Amendment No. 2, 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