GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Financial Statements and Exhibits
Item 9.01 of Form 8-K, which were excluded from the Original 8-K in reliance on paragraphs (a)(4) and (b)(2) of Item 9.01 of Form 8-K.
Item 9.01 Entry into a Material Definitive Agreement.
Purchase and Sale Agreement- EZ Clone Enterprises, Inc.
On October 15, 2018, the Company, closed the Purchase and Sale Agreement (the “Agreement”) with EZ Clone Enterprises, Inc., a California corporation (“EZ Clone”). EZ Clone is the manufacturer of multiple award-winning products specifically designed for the commercial cloning and propagation stage of indoor plant cultivation including cannabis, food, and other hydroponic farming. The Company acquired 51% of EZ Clone for $2,040,000, payable as follows: (i) a cash payment of $645,000; and (ii) the issuance of 107,307,692 restricted shares of the Company’s common stock at a price of $0.013 per share or $1,395,000.
The Company has the obligation to acquire the remaining 49% of EZ Clone within one year for $1,960,000, payable as follows: (i) a cash payment of $855,000; and (ii) the issuance of 85,000,000 shares of the Company’s common stock at a price of $0.013 per share or $1,105,000.
Mr. William Blackburn will remain as President of EZ Clone.
The foregoing description of the Agreement is subject to and qualified in its entirety by reference to the Agreement as set forth within Exhibit 10.1 which is attached hereto and incorporated herein by this reference.All defined terms not otherwise defined herein shall have the meaning as set forth in the Agreement.
Item 9.01 Completion of Acquisition or Disposition of Assets.
The information provided in response to Item 9.01 of this report is incorporated by reference into this Item 9.01.
Item 9.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 9.01 of this report is incorporated by reference into this Item 9.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. The financial statements required by this item are contained in Exhibit 99.2 to this Amendment and are incorporated herein by reference.
(b) Pro forma financial information. The pro forma financial information required by this item is contained in Exhibit 99.3 to this Amendment and is incorporated herein by reference.
(d)Exhibits.
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Exhibit No. |
Description |
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10.1 |
Purchase and Sale Agreement dated October 10, 2018, entered into by and between GrowLife, Inc. and EZ Clone Enterprises, Inc. Filed as an exhibit to the Company’s Form 8-K and filed with the SEC on October 18, 2018, and hereby incorporated by reference |
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Consent of SD Mayer & Associates LLP. Filed Herewith. |
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99.1 |
Press release dated October 16, 2018 concerning the GrowLife, Inc. acquisition of EZ Clone Enterprises, Inc. Filed as an exhibit to the Company’s Form 8-K and filed with the SEC on October 18, 2018, and hereby incorporated by reference |
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99.2 |
Audited Financial Statements of EZ-Clone Enterprises, Inc. Filed Herewith. |
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99.3 |
Unaudited Pro Forma Financial Information of GrowLife, Inc. and EZ-Clone Enterprises, Inc. Filed Herewith. |
GROWLIFE, INC. Exhibit
EX-23.1 2 phot_ex231.htm CONSENTS OF EXPERTS AND COUNSEL Blueprint Exhibit 23.1 Report of Independent Registered Public Accounting Firm We hereby consent to the inclusion in this Current Report on Form 8-K/A dated January 24,…
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About GROWLIFE, INC. (OTCMKTS:PHOT)
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, Greners.com, 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 www.growlifeinc.com, www.growlifeeco.com, www.stealthgrow.com and www.greners.com.