GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Entry into a Material Definitive Agreement

GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On February 9, 2018, GrowLife, Inc., a Delaware corporation (the “Company”), closed the transactions described below with St. George Investments, LLC, a Utah limited liability company (“St. George”).

Securities Purchase Agreement and Warrant To Purchase Shares of Common Stock

On February 9, 2018 (the “Closing”), the Company executed the following agreements with St. George: (i) Securities Purchase Agreement; and (ii) Warrant to Purchase Shares of Common Stock (the “Warrant”), (collectively the “St. George Agreements”). The Company entered into the St. George Agreements with the intent to acquire working capital to grow the Company’s businesses.

to the St. George Agreements, the Company agreed to sell and to issue to St. George for an aggregate purchase price of $1,000,000 (the “Purchase Price”): (a) 48,687,862 Shares of newly issued restricted Common Stock of the Company; and (b) the Warrant (collectively, the “Securities”). St. George has paid the entire Purchase Price for the Securities.

The Warrant is exercisable for a period of five (5) years from the Closing, for the purchase of up to 48,687,862 shares of the Company’s Common Stock at an exercise price of $0.05 per share of Common Stock. The Warrant is subject to a cashless exercise option at the election of St. George and other adjustments as detailed in the Warrant.

The foregoing description of the St. George Agreements is not complete and is subject to and qualified in its entirety by reference to the Agreement within Exhibit 10.1 which is attached hereto and incorporated herein by this reference.

Item 3.02 Unregistered Sales of Equity Securities.

See the disclosures made in Item 1.01, which are incorporated herein by reference. All securities issued in the St. George transaction were issued in a transaction exempt from registration to Section 4(a)(2) of the Securities Act of 1933. The St. George transaction did not involve a public offering, the sale of the securities was made without general solicitation or advertising, there was no underwriter, and no underwriting commissions were paid.

Item 8.01 Other Events

On February 15, 2018, the Company issued a press release announcing the closing of the St. George Agreements. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.


Securities Purchase Agreement dated February 9, 2018 by and among GrowLife, Inc. and St. George Investments LLC.

Press Release of GrowLife, Inc. dated February 15, 2018.

EX-10.1 2 phot_ex101.htm SECURITIES PURCHASE AGREEMENT Blueprint   Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is made and entered into as of February 9,…
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GrowLife, Inc. (GrowLife) provides goods, including media (farming soil), hydroponics equipment, organic plant nutrients, and various other products to specialty grow operations across the United States. The Company primarily sells through its subsidiary, GrowLife Hydroponics, Inc. In addition to the promotion and sales of GrowLife owned brands, GrowLife distributes and sells over 3,000 products through its e-commerce distribution channel,, and through its regional retail storefronts. The Company serves a community of commercial and urban cultivators growing specialty crops, including organics, greens and plant-based medicines. Indoor growing techniques are used to cultivate plant-based medicines. The Company holds rights in approximately 30 Website addresses related to its business, such as,, and

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