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)
October 15, 2018
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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.
Purchase and Sale Agreement- EZ Clone Enterprises,
Inc.
On
October 15, 2018, GrowLife, Inc. (the “Company”),
closed the Purchase and Sale Agreement (the
“Agreement”) with EZ Clone Enterprises, Inc., a
California corporation (“EZ Clone”). EZ Clone is
the manufacturer of
multiple award-winning products specifically designed for the
commercial cloning and propagation stage of indoor plant
cultivation including cannabis, food, and other hydroponic farming.
The Company acquired 51% of EZ Clone for $2,040,000, payable
as follows: (i) a cash payment of $645,000; and (ii) the issuance
of 107,307,692 restricted shares of the Company’s common
stock at a price of $0.013 per share or $1,395,000.
The
Company has the obligation to acquire the remaining 49% of EZ Clone
within one year for $1,960,000,
payable as follows: (i) a cash payment of $855,000; and (ii) the
issuance of 85,000,000 shares of the Company’s common stock
at a price of $0.013 per share or $1,105,000.
Mr.
William Blackburn will remain as President of EZ
Clone.
The foregoing description of the Agreement is subject to and
qualified in its entirety by reference to the Agreement as set
forth within Exhibit 10.1 which is attached hereto and incorporated
herein by this reference. All defined terms not otherwise
defined herein shall have the meaning as set forth in the
Agreement.
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Item 2.01 – Completion of Acquisition or Disposition of
Assets.
The information provided in response to Item 1.01 of this report is
incorporated by reference into this Item 2.01.
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 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Purchase
and Sale Agreement dated October 10, 2018, entered into by and
between GrowLife, Inc. and EZ Clone Enterprises, Inc.
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Press
release dated October 16, 2018 concerning the GrowLife, Inc.
acquisition of EZ Clone Enterprises, Inc.
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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: October
18, 2018
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By:
/s/
Marco Hegyi
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Marco
Hegyi
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Chief
Executive Officer
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