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 16, 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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5400
Carillon Point
Kirkland, WA 98033
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90-0821083
(IRS
Employer Identification No.)
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(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 7.01 Regulation FD Disclosure.
Proposed Rights Offering to Shareholders Extended to November 30
2018
On
November 16, 2018, GrowLife, Inc. (the “Company”),
filed its prospectus
supplement and announced the extension of its Rights Offering as
previously announced (the “Rights Offering”). The
Rights Offering is designed to give record shareholders the
opportunity to invest directly into the Company at a set price with
additional warrants to support the Company’s capital raise to
be used for continued expansion.
The Company has chosen to extend the offering period of the Rights
Offering to November 30, 2018 to give stockholders, particularly
those holding shares in street name who may have only recently
received applicable materials, additional time to participate in
the Rights Offering should they desire to do so and due to the
original expiration date falling on a holiday.
Summary of the Terms of the Offering
Each
shareholder will receive one non-transferable right (the
“Right”) for each share of common stock held on the
record date (October 12, 2018). Each Right will include one share
of Common Stock and two one-half warrants. The purchase price will
be payable in cash to the Company.
The
warrants included in each Right will be exercisable for one-half of
the number of rights for one share of our Common Stock at an
exercise price of $0.018 per share and one-half warrant exercisable
for one share of our Common Stock at an exercise price of $0.024.
For example: if you subscribe for 100 Units you will receive 100
common stock shares and 100 warrants divided into 50 warrants
exercisable at $0.018 and 50 warrants exercisable at
$0.024).
The
Record date shareholders who fully exercise their Subscription
Rights will be eligible for an over-subscription privilege
entitling these shareholders to subscribe, subject to certain
limitations and a pro-rata allotment, for any additional shares of
common stock not purchased pursuant to the
Subscription.
The
Offering expires at 6:00 PM Eastern Time on November 30, 2018,
unless extended.
The
foregoing description of the Rights Offering is not complete and is
subject to and qualified in its entirety by reference to the Rights
Offering Prospectus as filed October 18, 2018, which is attached
hereto as Exhibit 10.1 and incorporated herein by this
reference. All defined terms not otherwise defined herein
shall have the meaning as set forth in the Prospectus.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Press
Release dated November 16, 2018 concerning Rights Offering to Shareholders
Extension
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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: November
16, 2018
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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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