GROWGENERATION CORP (OTCMKTS:GRWG) Files An 8-K Entry into a Material Definitive Agreement

GROWGENERATION CORP (OTCMKTS:GRWG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement

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On August 30, 2018, GrowGeneration Corp. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”), amended on September 14, 2018, with Virgus, Inc. d/b/a/ Heavy Gardens, an online store of hydroponic and garden supplies (“Heavy Gardens”) to purchase the assets of Heavy Gardens through its wholly-owned subsidiary, GrowGeneration HG Corp. The closing of the asset purchase took place on September 14, 2018.

The assets subject to the sale under the Purchase Agreement, included fixed assets, tangible personal property, intangible personal property and contracts. As consideration for the assets, the Company agreed to pay Heavy Gardens (i) 50,000 shares of restricted common stock of the Company, plus an additional bonus of 15,000 shares for each incremental $1 million of gross revenue generated by the store over $2 million in any calendar year, up to a maximum of 120,000 bonus shares (i.e. a maximum of 170,000 shares in total), and (ii) a cash payment of $150,000 and a promissory note for $72,000 with an interest of .01% per annum payable in twelve equal monthly installments, plus an additional bonus of $5,000 earned for each month that the gross revenue of the store exceeds $200,000, up to a maximum of $75,000 bonus (i.e. a maximum of $225,000 cash in total).

The foregoing descriptions of the terms of the Purchase Agreement and its amendment, and the promissory note do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of them filed herewith as Exhibits 99.1, 99.2 and 99.3, respectively.

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets

Disclosures under Item 1.01 above are incorporated hereunder in their entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

GrowGeneration Corp. Exhibit
EX-99.1 2 f8k091418ex99-1_growgen.htm FORM OF ASSET PURCHASE AGREEMENT,…
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GrowGeneration, Corp. operates retail hydroponic and organic specialty gardening retail outlets. The Company owned and operated a chain of approximately eight retail hydroponic/gardening stores located in the states of Colorado and California at November 9, 2015. The Company is also engaged in the development of a branded e-commerce portal at The Company’s stores offer supplies to the hydroponic and gardening industry, including medium (farming soil), hydroponic equipment, lighting, plant nutrients and various additional products used by professional growers and specialty cultivation operations. The Company’s target market segments include home growers of organic vegetable and fruit growers (small farms, home garden growers, restaurants growers and farmer markets), the do-it yourselfers (home flower and plant growers, or mass market and growers in the cannabis related market (dispensaries, cultivators and caregivers).

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