Current Report Filing (8-k)
February 28 2020 - 4:17PM
Edgar (US Regulatory)
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)
February 28, 2020
____________________________
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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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 8.01 Other Events.
On February 21, 2020, GrowLife, Inc., a
Delaware corporation (the “Company”), approved a restatement of the Warrants to Purchase Common Stock at $0.018
and $0.024 (the “Warrants”) sold pursuant to the Company’s Rights Offering and Registration Statement on
Form S-1 declared effective October 15, 2018. The Company believes the restatement of the Warrants is necessary to reflect
the 150-for-1 reverse stock split deemed effective by FINRA (the Financial Industry Regulatory Authority) as of the
open of business on November 27, 2019 (“Reverse Stock Split”). The post-Reverse Stock Split exercise price of
each of the Warrants are $2.70 and $3.60, respectively.
No amendments have been made to the
Warrants; all adjustments in the restatement proportionately reflect the Reverse Stock Split as permitted by Section 2 of
the Warrants and became effective at the close of business on the date the Reverse Stock Split became effective, November 27,
2019. The Cusip number of the Warrants has not changed. A form of Restated Warrant for each of the $0.018 and $0.024 Warrants
is attached hereto and incorporated herein by this reference.
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: February 28, 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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