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 5, 2019
____________________________
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
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000-50385
(Commission
File Number)
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90-0821083
(IRS
Employer Identification No.)
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5400 Carillon Point
Kirkland, WA 98033
(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 1.01 - Entry into a Material Definitive
Agreement.
Amendment 1 to Purchase and Sale Agreement- EZ Clone Enterprises,
Inc.
On
October 15, 2018, GrowLife, Inc. (the “Company”)
acquired 51% of EZ-CLONE for $2,040,000, payable as follows: (i) a
cash payment of $645,000; and (ii) the issuance of 107,307,692
restricted shares of the Company’s common stock at a price of
$0.013 per share or $1,395,000. The Company has the obligation with
the delivery of EZ-CLONE common stock to acquire the remaining 49%
of EZ-CLONE within one year for $1,960,000, payable as follows: (i) a cash payment
of $855,000; and (ii) the issuance of 85,000,000 shares of the
Company’s common stock at a price of $0.013 per share or
$1,105,000. On November 5, 2019, the Company extended the closing
of the remaining 49% with one 24.5% shareholder by up to nine
months by agreeing to a 20% extension fee of the $855,000 cash
payment, payable at the earlier of the closing of $2,000,000 in
funding or nine months. The Company continues to negotiate with the
second shareholder for the remaining 24.5%.
.
The foregoing description of the Amendment 1 to Agreement is
subject to and qualified in its entirety by reference to the
Agreement as set forth within Exhibit 10.1 which is attached hereto
and incorporated herein by this reference. All defined terms
not otherwise defined herein shall have the meaning as set forth in
the Agreement.
Item 2.01 – Completion of Acquisition or Disposition of
Assets.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Amendment
No. 1 to Purchase and Sale Agreement dated October 23, 2019,
entered into by and between GrowLife, Inc. and William Blackburn.
(attached herewith)
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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 12,
2019
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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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Exhibit
10.1
AMENDMENT 1 TO PURCHASE AND SALE AGREEMENT
THIS
AMENDMENT 1 to PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of October 23,
2019 (the "Effective Date"),
by and among GrowLife, Inc., a Delaware corporation ("Buyer") on the one hand, and
EZ Clone Enterprises, Inc.,
a California corporation (the "Company"), Brad Mickelsen, individually
and in his capacity as a shareholder ("Mr. Mickelsen") and William Blackburn,
individually and in his capacity as a shareholder ("Mr. Blackburn") Mr. Mickelsen and Mr.
Blackburn sometimes individually referred to as a "Seller" and collectively as the
"Sellers." The Buyer and
Sellers may hereinafter be referred independently as "Party" or collectively as the
"Parties". All capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed to them in the PSA (as defined below).
RECITALS
WHEREAS, the Parties entered into
PURCHASE AND SALE AGREEMENT dated October 10, 2018
(“PSA”);
WHEREAS, the Parties now wish to
formally amend and modify the PSA by this Agreement;
WHEREAS, this Agreement has been signed
by the Parties for their mutual benefit and to accurately reflect
the proper terms and conditions of the PSA and this
Agreement;
WHEREAS, by this Agreement, the Parties
intend for this Agreement to properly amend the underlying PSA so
that it supersedes and replaces all prior and contemporaneous
agreements and understandings, oral and written, with regard to
such provisions amended by this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained in
this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound hereby, agree as
follows:
AGREEMENT
1.
Recitals. The
foregoing recitals are true and correct in all material respects
and are hereby incorporated herein as a material part of this
Addendum.
2.
Amendment
to PSA;
Consideration.
Section
1.02 of the PSA is hereby revoked, repealed, and replaced in its
entirety with the following:
“1.02.
Purchase and Sale of
Shares at Second Closing. Subject to completion of the First
Closing, Buyer shall have the obligation to acquire the remaining
forty–nine percent (49%) ownership interest in Seller for a
period a period of (9) nine months after October 16, 2019, within
which to acquire the remaining forty-nine (49%) percent, as
follows:
(a)
On the terms and subject to the conditions set forth in this
Agreement, at the Second Closing, the Sellers will sell, transfer
and deliver to Buyer, and Buyer will purchase and accept from the
Sellers, all of the Sellers' rights, title and interest in and to
the remaining Shares held by the Sellers as identified on
Schedule 1.02 to
PSA (the "Second Closing
Shares"), free and clear of any any liens, claims, charges,
restrictions, obligations, and encumbrances.
(b)
In consideration for the sale and
delivery to Buyer of the Second Closing Shares at the Second
Closing, Buyer agrees to pay to the Sellers an aggregate purchase
price of One Million Nine Hundred Sixty Thousand Even Dollars
($1,960,000) payable as follows: (i) a cash payment equal to Eight
Hundred Fifty–Five Thousand Even Dollars ($855,000) to be
allocated in the form and amounts as set forth in Schedule 1.02 to
PSA; and (ii) Eighty – Five Million (85,000,000) shares of
Buyer’s common stock, at a price of 0.013 per share, which
equates to an aggregate value of One Million One Hundred Five
Thousand Even Dollars ($1,105,000) (collectively, the
"Second
Closing Purchase Price") in the
form and amounts as are set forth on Schedule 1.02
to PSA.
(c)
Buyer agrees to pay a 20% cash extension. The fee is payable at the
earlier of 30 days from the closing of a funding of $2,000,000 or
more, or at the closing of Traunch 2, whichever is sooner. Thus,
20% of $855,000 or $171,000 is due to both Sellers in total as
consideration for this Agreement.”
(d)
The Parties agree that if any other terms are reached with Brad
Mickelsen, William Blackburn will be offered the same terms, other
than any consulting fee.
3. Full Force and Effect of Other Terms. The Parties hereby confirm that all
other terms and conditions of the PSA are in full force and effect
and are un-amended except as expressly provided in this
Agreement.
4. Counterparts. This
Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
5. Electronic Signatures. The Parties agree that any form of
electronic signature, including but not limited to signatures via
facsimile, scanning, or electronic mail, may substitute for the
original signature and shall have the same legal effect as the
original signature.
[Remainder of page intentionally left blank; signatures appear on
following page]
SIGNATURE PAGE TO AMENDMENT 1 to STOCK PURCHASE
AGREEMENT
IN
WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first set forth above.
BUYER
GROWLIFE
INC.
/s/
Marco Hegyi
By:
Marco Hegyi
Title:
President & CEO
COMPANY
EZ
CLONE ENTERPRISES, INC.
By:
William Blackburn
SELLERS
Brad
Mickelsen
/s/
William Blackburn
William
Blackburn
