GROWLIFE, INC. (Form: 8-K, Received: 11/26/2019 12:06:24)

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 26, 2019

____________________________

GROWLIFE, INC.

(Exact name of registrant as specified in charter)

Delaware

(State or other Jurisdiction of Incorporation or Organization)

000-50385	5400 Carillon Point Kirkland, WA 98033	90-0821083
(Commission File Number)	(Address of Principal Executive Offices and zip code)	(IRS Employer Identification No.)

(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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 9, 2019, the Board of Directors (the “Board”) of GrowLife, Inc. (the “Company”) approved the reduction of authorized capital stock, whereby the total number of authorized common stock of the Company decreased from 6,000,000,000 by a ratio of 1 for 50, to 120,000,000 shares. As a result of the reduction, the Company has an aggregate 130,000,000 authorized shares consisting of : (i) 120,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share.

The amendment to authorized stock was previously approved by the Company’s shareholders at the Company’s December 6, 2018 annual meeting of stockholders. The approvals provided discretion to the Board to implement the amendment by the end of 2019.

The text of the amendment to Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01

Other Events.

On October 9, 2019, the Board approved the implementation of a one-for-one hundred and fifty (1:150) reverse stock split of all of the Company’s issued and outstanding common stock (the “Reverse Stock Split”).

The Reverse Stock Split was previously approved by the Company’s shareholders at the Company’s December 6, 2018 annual meeting of stockholders. The approvals provided discretion to the Board to implement the Reverse Stock Split by the end of 2019.

The Reverse Stock Split becomes effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business on November 27, 2019 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis. On the Effective Date, the Company’s trading symbol will change to “PHOTD” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “PHOT”. In connection with the Reverse Stock Split, the Company’s CUSIP number will change to 39985X203.

An amendment to Articles of Incorporation was filed citing the Reverse Stock Split, a copy of which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Articles of Incorporation dated November 20, 2019.
99.1		Press Release of GrowLife, Inc., dated November 26, 2019.
99.2		Certificate of Amendment of Certificate of Incorporation

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 26, 2019	By:	/s/ Marco Hegyi
		Marco Hegyi
		Chief Executive Officer

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of GROWLIFE, INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by striking out the first paragraph of the Article thereof numbered "FOURTH" and by substituting in lieu of said first paragraph the following new first paragraph of the Fourth Article:

“The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is 130,000,000 shares, of which 120,000,000 shares shall be classified as common stock, $0.0001 par value per share (“Common Stock”), and 10,000,000 shares shall be classified as preferred stock, $0.0001 par value per share (“Preferred Stock”), issuable in series as may be provided from time to time by resolution of the Board of Directors.”

FURTHER RESOLVED, That upon the effectiveness of this Certificate of Amendment, Article FOURTH of the Certificate of Incorporation, is hereby further amended by adding the following two paragraphs as the last two paragraphs of such Article FOURTH:

“Reverse Split: Effective upon the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), a 1-for-150 reverse stock split of the Corporation’s common stock, $0.0001 par value per share (the “Common Stock”), shall become effective, pursuant to which each 150 shares of Common Stock issued or outstanding immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.0001 par value per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, each resulting fractional share shall be rounded up to the nearest whole share of Common Stock.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified; provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on this 20th day of November, 2019.

By: /s/ Marco Hegyi

Marco Hegyi, Chief Executive Officer

Exhibit 99.1

GrowLife, Inc. Announces Reverse Stock Split

Kirkland, Wash., November 26, 2019, GrowLife, Inc. (OTC:PHOT) (the “Company” or “GrowLife”), one of the nation's most recognized indoor cultivation product and service providers, today announced a 1-for-150 reverse split of its issued and outstanding common stock effective November 27, 2019. The common stock will begin trading on a split-adjusted basis on November 27, 2019 on OTC Markets under the ticker symbol “PHOTD”. The “D” is appended at the end of the ticker symbol for twenty (20) trading days at which time the symbol will revert back to “PHOT.”

As a result of the Reverse Stock Split, every one hundred and fifty (150) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. All fractional shares created by the Reverse Stock Split will be rounded up to the nearest whole share. Each shareholder will receive at least one share. By implementing the reverse stock split, the Company also hopes to gain broader access to the institutional investment community and improve the marketability and liquidity of the common stock for its shareholders and investors.

“Now is the right time for a reverse split and this is a great move for GrowLife. Our expected impact from our 2020 CBD clone starter business will need a company structured for such growth and benefits. With the reverse we see greater access to capital, expect to shortly up-list to OTC QB thereby making it easier for shareholders to trade with more brokerage houses, and ultimately positions GrowLife to better serve our shareholder base at a more manageable level.”

Additional information about the reverse stock split can be found in the Company’s Form 8-K filed with the Securities and Exchange Commission on November 22, 2019.

Additionally, on October 9, 2019, the Board approved the reduction of authorized capital stock, whereby the total number of authorized common stock of the Company decreased from 6,000,000,000 by a ratio of 1 for 50, to 120,000,000 shares. As a result of the reduction, the Company has an aggregate 130,000,000 authorized shares consisting of : (i) 120,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share.

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

FORWARD LOOKING STATEMENT:

This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of GrowLife, Inc., its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words may, would, will, expect, estimate, can, believe, potential and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond GrowLife, Inc.’s ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

Exhibit 99.2