GROW SOLUTIONS HOLDINGS, INC. (OTCMKTS:GRSO) Files An 8-K Entry into a Material Definitive Agreement

GROW SOLUTIONS HOLDINGS, INC. (OTCMKTS:GRSO) Files An 8-K Entry into a Material Definitive Agreement

Story continues below

Item 1.01 Entry into a Material Definitive Agreement.

On December 15, 2016 (the Issuance Date), Grow Solutions
Holdings, Inc., a Nevada corporation (the Company), entered into
a Securities Purchase Agreement (the Purchase Agreement) with an
accredited investor (the Purchaser) to which the Company sold
$285,775 in principal amount of an 8% Convertible Promissory Note
(the Note) for a purchase price of $248,500 with a 15% original
issue discount (OID). On December 19, 2016, the Company received
$240,000 in net proceeds from the sale of the Note after
deducting fees and expenses (the Funding Date). The Note and the
shares of common stock of the Company issuable upon conversion of
the Note are collectively referred to herein as the Securities.

The Note bears interest at a rate of 8% per annum on the
aggregate unconverted and then outstanding principal, subject to
increase according to the terms and conditions of the Note. The
Note is convertible following 180 days from the Issuance Date, in
whole or in part, at the option of the Purchaser into shares of
common stock of the Company at a conversion price equal to 58% of
the lowest closing price of the common stock in the prior twenty
(20) trading days, which is subject to adjustment for stock
dividends, stock splits, combinations or similar events.
Notwithstanding the foregoing, the minimum conversion price under
the Note is $0.20 (the Floor Price), provided that, at any time
following 180 days from the Issuance Date, if the closing price
of the common stock of the Company is equal to or less than the
Floor Price for two consecutive trading days, the Floor Price
will extinguish and be of no further force or effect.

In accordance with the terms and conditions of the Note, the
Company irrevocably authorized the Purchasers right to withdraw
$1,190 from the Companys bank account on each business day, until
the amounts due under the Note are satisfied in full. At the sole
discretion of the Purchaser, the Company may prepay in cash any
portion of the principal amount of the Note and any accrued and
unpaid interest in accordance with the terms and conditions of
the Note.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a

Reference is made to the disclosure set forth under Item 1.01 of
this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.

Item 3.02 Unregistered Sales of Equity

Reference is made to the disclosure set forth under Item 1.01 of
this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.

The Securities were offered and sold in reliance upon exemptions
from registration to Section 4(a)(2) of the Securities Act of
1933, as amended (the Securities Act) and Rule 506 of Regulation
D promulgated thereunder (Regulation D).The Company made this
determination based on the representations of the Purchaser which
included, in pertinent part, that the Purchaser was an accredited
investor within the meaning of Rule 501 of Regulation D and upon
such further representations from the Purchaser that (i) the
Purchaser is acquiring the securities for its own account for
investment and not for the account of any other person and not
with a view to or for distribution, assignment or resale in
connection with any distribution within the meaning of the
Securities Act, (ii) the Purchaser agrees not to sell or
otherwise transfer the Securities unless they are registered
under the Securities Act and any applicable state securities
laws, or an exemption or exemptions from such registration are
available, (iii) the Purchaser has knowledge and experience in
financial and business matters such that it is capable of
evaluating the merits and risks of an investment in the
Securities and (iv) the Purchaser is able to bear the economic
risk of an investment in the Securities and could afford the
complete loss of such investment. In addition, there was no
general solicitation or advertising for the Securities issued in
reliance upon Regulation D.

Item 8.01 Other Events.

On April 2, 2013, the U.S. Securities Exchange Commission (the
SEC) issued a Report of Investigation in which it announced that
it had determined not to pursue an enforcement action against
Netflix, Inc. for alleged violations of Regulation Fair
Disclosure, Section13(a) of the Securities Exchange Act and Rules
13a-11 and 13a-15 thereunder, relating to the disclosure of
material information selectively over social media. This report
makes clear that companies can use social media outlets like
Facebook and Twitter to announce key information in compliance
with Regulation Fair Disclosure (Regulation FD), so long as
investors have been alerted about which social media will be used
to disseminate such information. The Company is filing this
Current Report on Form 8-K to that report to provide such

The SECs Report of Investigation provided guidance to issuers
such as the Company regarding the use of social media to disclose
material non-public information.In this regard, investors and
others should note that the Company announces material financial
information to investors using the Companys investor relations
website (, SEC filings, press
releases, public conference calls and webcasts.The Company uses
these channels as well as social media to communicate with its
subscribers and the public about the Company, its services and
other issues.It is possible that the information we post on
social media could be deemed to be material
information.Therefore, in light of the SECs guidance, the Company
encourages investors, the media, and others interested in the
Company to review the information the Company posts on the U.S.
social media channels listed below.The following list may be
updated from time to time on the Companys investor relations

Grow Solutions Facebook Page:

Grow Solutions Twitter Feed:

Grow Solutions Stock Twits page:

Jeff Beverlys Public Facebook Page:

Jeff Beverlys Public Twitter Feed:


Grow Solutions Holdings, Inc., formerly LightTouch Vein & Laser, Inc., provides indoor and outdoor gardening supplies to the garden industry. The Company provides products and services to the regulated legal cannabis industry. The Company is focused on providing services within the legal cannabis industry to those growing, processing and dispensing legal cannabis and legal cannabis-related products. The Company also delivers consulting services that include design and construction to approved and licensed legal cannabis operators, as well as assistance with licensure and related applications for potential legal cannabis operators. One Love Garden Supply LLC (OneLove) is a subsidiary of the Company. OneLove provides indoor and outdoor gardening supplies for all gardening needs. OneLove has a selection of plant nutrients in the Boulder, Colorado area. OneLove also carries in store grow room building supplies and indoor gardening equipment. OneLove provides grow room design consultants.


GROW SOLUTIONS HOLDINGS, INC. (OTCMKTS:GRSO) closed its last trading session 00.000 at 0.280 with shares trading hands.

An ad to help with our costs