Attached files
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| EX-10.1 - COMPILATION OF SECURITIES PURCHASE AGREEMENT - 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)
August 11, 2017
____________________________
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))
Item 1.01 Entry into a
Material Definitive Agreement.
On August 11, 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 and
Security Agreement
On August 11, 2017, the Company executed the following agreements
with Chicago Venture: (i) Securities Purchase Agreement; (ii)
Secured Promissory Notes; and (iii) 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
to acquire working capital to grow the Company’s
business.
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 200,000,000 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
August 11, 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.
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.
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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Compilation
of Securities Purchase Agreement,
Secured Promissory Notes, and Security Agreement (Filed
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: August
17, 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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