GROWGENERATION CORP (OTCMKTS:GRWG) Files An 8-K Unregistered Sales of Equity Securities

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GROWGENERATION CORP (OTCMKTS:GRWG) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities

On January 12, 2018, GrowGeneration, Corp. (the “Company”) completed a private placement (the “Offering”) of a total of 36 units (the “Units”) of the Company’s securities at the price of $250,000 per Unit 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) a .1% unsecured convertible promissory note of the principal amount of $250,000 (each, a “Note”), and (ii) a 3-year warrant (each, a “Warrant”) entitling the holder to purchase 37,500 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at a price of $.01 per share or through cashless exercise. The Offering was originally effected on a 10 Units Minimum ($2,500,000)/30 Units Maximum ($7,500,000) basis, with an oversubscription allowance for an additional 4 Units ($1,000,000). The Company subsequently increased the Offering Maximum to a total of 36 Units or $9,000,000 based upon demand, inclusive of the oversubscription allowance and 4 Unit increase.

The gross proceeds of $9,000,000 were raised from 23 accredited investors in the Offering.

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 Securities Purchase Agreement, Supplement to the Securities Purchase Agreement, Notes and Warrants filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively.

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 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On January 12, 2018,the Companypublished a press release regarding the offering of the Units.

A copy of the press release is attached hereto as Exhibit 99.5. 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


GrowGeneration Corp. Exhibit
EX-99.1 2 f8k0118ex99-1_growgeneration.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 99.1   FORM OF SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of _________________ by and among GrowGeneration Corp,…
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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).

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