GROWGENERATION CORP (OTCMKTS:GRWG) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
On May 16, 2017, GrowGeneration, Corp. (the Company) conducted
the final closing of a private placement (the Offering), through
GVC Capital LLC (GVC Capital) as its placement agent, of a total
of 1,000,000 units (the Units) of the Companys securities to
Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act) and Rule 506 of Regulation D promulgated under
the Securities Act. Each Unit consists of (i) one share of the
Companys common stock, par value $0.001 per share (the Common
Stock) and (ii) one 5-year warrant to purchase one share of
Common Stock at an exercise price of $2.75 per share. The Company
raised an aggregate of $2,000,000 gross proceeds from 27
accredited investors in the Offering.
The Company paid GVC Capital total compensation for its services,
(i) for a price of $100, 5-year warrants to purchase 75,000
shares at $2.00 per share and 5-year warrants to purchase 75,000
shares at $2.75 per share, (ii) a cash fee of $150,000, (iii) a
non-accountable expense allowance of $60,000, and (iv) a warrant
exercise fee equal to 3% of all sums received by the Company from
the exercise of 750,000 warrants (not including 250,000 warrants
issued to one investor) when they are exercised.
The foregoing descriptions of the terms of the Offering and the
Units issued in connection therewith do not purport to be
complete and are qualified in their entirety by reference to the
full text of the forms of the Subscription Agreement and Warrants
filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4,
This Current Report on Form 8-K is not and shall not be deemed to
be an offer to sell or the solicitation of an offer to buy any of
the securities described herein.
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 15, 2017, Irwin Lampert tendered his resignation from the
positions of Chief Financial Officer and Secretary of the
Company. Mr. Lamperts resignation was not a result of any
disagreements with the Company regarding its operations, policies
or practices. Following his resignation from the officer
positions of the Company, Mr. Lampert remains as a member on the
Companys Board of Directors.
On May 15, 2017, the Company entered into a 3-year executive
employment agreement (the Employment Agreement) with Monty
Lamirato, to which Mr. Lamirato agreed to provide his services to
the Company as its Chief Financial Officer and Secretary, which
appointment has been approved by the Companys Board of Directors.
In consideration of the services to be provided by Mr. Lamirato
under the Employment Agreement, the Company agreed to pay Mr.
Lamirato a salary of $150,000 per annum for the first year,
$162,500 for the second year and $175,000 for the third year. The
Company also agreed to issue to Mr. Lamirato 25,000 shares of
common stock and 50,000 stock options as of May 15, 2017, March
15, 2018 and March 15, 2019, respectively.
The foregoing description of the terms of the Employment
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the forms of the
Employment Agreement filed herewith as Exhibit 99.5.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure
On May 19, 2017,the Companypublished a press release regarding
the appointment of Mr. Lamirato as its new Chief Financial
Officer and Secretary.
A copy of the press release is attached hereto as Exhibit 99.6.
The information contained herein and the exhibit attached
herewith shall be deemed furnished and not filed.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
|99.1||Form of Subscription Agreement|
|99.2||Form of Investor Warrant|
|99.3||Form of Placement Agent Warrant ($2.00 Per Share)|
|99.4||Form of Placement Agent Warrant ($2.75 Per Share)|
Form of Executive Employment Agreement with Monty Lamirato,
dated May 15, 2017
|99.6||Press Release, dated May 19, 2017|
About GROWGENERATION CORP (OTCMKTS:GRWG)
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 www.GrowGeneration.com. 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). GROWGENERATION CORP (OTCMKTS:GRWG) Recent Trading Information
GROWGENERATION CORP (OTCMKTS:GRWG) closed its last trading session 00.00 at 2.00 with shares trading hands.