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| EX-10.1 - COMPILATION OF SECURITIES PURCHASE AGREEMENT, SECURED PROMISSORY NOTES, MEMBERSH - GROWLIFE, INC. | phot_ex101.htm |
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 1, 2017
____________________________
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
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0-50385
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5400
Carillon Point
Kirkland, WA 98033
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90-0821083
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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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))
Item 1.01
Entry into a Material Definitive Agreement.
On February 1, 2017, GrowLife, Inc., a Delaware corporation (the
“Company”), closed the transactions described below
with Chicago Venture Partners, L.P. (“Chicago
Venture”).
Securities Purchase Agreement, Secured Promissory Notes, Membership
Interest Pledge Agreement and Security Agreement
On January 9, 2017, the Company executed the following agreements
with Chicago Venture: (i) Securities Purchase Agreement; (ii)
Secured Promissory Notes; (iii) Membership Interest Pledge
Agreement; and (iv) Security Agreement (collectively the
“Chicago Venture Agreements”). The Chicago Venture
Agreements are attached hereto, collectively, as Exhibit 10.1, and
incorporated herein by this reference. The Company entered into the
Chicago Venture Agreements with the intent of paying its debt, in
full, to TCA Global Credit Master Fund, LP (“TCA”),
which included any TCA affiliates.
The total amount of funding under the Chicago Venture Agreements is
$1,105,000.00 (the “Debt”). Each Convertible Promissory
Note carries an original issue discount of $100,000 and a
transaction expense amount of $5,000, for total debt of $1,105,000.
The Company agreed to reserve 500,000,000 of its shares of common
stock for issuance upon conversion of the Debt, if that occurs in
the future. If not converted sooner, the Debt is due on or before
January 9, 2018. The Debt carries an interest rate of ten percent
(10%). The Debt is convertible, at Chicago Venture’s option,
into the Company’s common stock at $0.009 per share subject
to adjustment as provided for in the Secured Promissory Notes
attached hereto and incorporated herein by this reference. As of
the date of this report on Form 8-K, Chicago Venture has funded the
entire amount of the Debt.
Chicago Venture’s obligation to fund the Debt was secured by
Chicago Venture’s 60% interest in Typenex Medical, LLC, an
Illinois corporation, as provided for in the Membership Pledge
Agreement attached hereto and incorporated herein by this
reference.
The Company’s obligation to pay the Debt, or any portion
thereof, is secured by all of the Company’s assets as
described in Schedule A to the Security Agreement attached hereto
and incorporated herein by this reference.
Payment of All TCA Obligations
On January 10, 2017, Chicago Venture, at the Company’s
instruction, remitted funds of $1,495,901 to TCA in order to
satisfy all debts to TCA. On or around January 11, 2017, the
Company was notified by TCA that $13,540 were due to TCA in order
for TCA to release its security interest in the Company’s
assets. On February 1, 2017, TCA notified the Company that all
funds were received and TCA would release its security interest in
Company’s assets. TCA has confirmed that it is paid in full
and the Company is not aware of any other obligations that the
Company has as to TCA. The funds received under the Chicago Venture
Agreements and previous Chicago Venture Ageements were used to
pay-off TCA.
The foregoing descriptions of the Chicago Venture Agreements are
qualified in their entirety by reference to the full text of the
agreements, copies of which are collectively attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated by
reference into this Item 1.01.
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 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 Chicago Venture
transaction were issued in a transaction exempt from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933. The
Chicago Venture transaction 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.
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Exhibit No.
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Description
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10.1
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Compilation
of Securities Purchase Agreement,
Secured Promissory Notes, Membership Interest Pledge Agreement and
Security Agreement.
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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: February
7, 2017
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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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