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 30, 2020
____________________________
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 No. 2 Securities Purchase Agreement and Self-Amortization
Promissory Note with Labrys Fund, L.P, a Delaware limited
partnership (“Labrys”)
On
November 30, 2020, GrowLife, Inc. (“the Company”)
entered into Amendment No. 2 of the Self-Amortization Promissory
Note (“Amendment No. 2”) amendment that certain
Self-Amortization Promissory Note originally issued by the Company
to Labrys on August 31, 2020 (the “Note”), as described
in form 8-K filed October 15, 2020, incorporated herein by
reference. Amendment No. 2 included the following amendments to the
Note:
1. The Company issued
550,000 restricted shares of the Company’s common stock (the
“Amendment Shares”) to the Holder on or before December
2, 2020.
2. The first
Amortization Payment (as defined in the Note) of $250,000.00
originally due on November 30, 2020, shall instead be due as
follows: $125,000.00 was paid by December 3, 2020 and $125,000.00
is due on or before December 31, 2020.
3. The Company shall
no longer have the right to exercise the extension options
contained in Sections 4.17(a), (b), and (c) of the Note, all of
which are underneath the payment schedule in Section 4.17 of the
Note.
The
Note and Amendment No. 2 (“Labrys Agreements”) are
qualified in their entirety by reference to the Labrys Agreements,
copies of which are attached to this Current Report on Form 8-K as
Exhibit 10.1 and 10.2, and incorporated by reference into this Item
1.01. Certain capitalized terms used herein but not otherwise
defined shall have the meaning ascribed thereto in the Transaction
Documents.
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 3.02 Unregistered Sales of Equity Securities.
See the
disclosures made in Item 1.01, which are incorporated herein by
reference. All securities issued in the Labrys Agreements were
issued in a transaction exempt from registration pursuant to
Section 4(a)(2) and Rule 506(b) Securities Act of 1933. The Labrys
transactions did not involve a public offering, the sale of the
securities was made without general solicitation or advertising,
there was no underwriter, and no underwriting commissions were
paid.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: December
7, 2020
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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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