GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Termination of a Material Definitive Agreement
Item 9.01 – Termination of Material Definitive Agreement
Termination of all Agreements with CANX and Cancellation of CANX Warrants
On February 15, 2019, GrowLife, Inc. (the “Company”), entered into a Termination of Existing Agreements and Release (the “Agreement”) with CANX USA, LLC, a Nevada limited liability company (“CANX”). to the Agreement, the Parties agreed to terminate, release and discharge all existing and further rights and obligations between the Parties under, arising out of, or in any way related to that certain Waiver and Modification Agreement and Amended and Restated Joint Venture Agreement made as of July 10, 2014, and any ancillary agreements or instruments thereto, including, but not limited to, the Warrants issued to CANX entitling CANX to purchase 540,000,000 shares of the Company’s common stock at an exercise price of $0.033 (collectively, the “CANX Agreements and Warrants”).
In exchange for the Agreement and cancellation of the CANX Agreements and Warrants, the Company agreed to issue $1,000,000 of restricted common stock priced at the February 7, 2019 closing price of $0.008, or 125,000,000 restricted common stock shares (the “Shares”).
The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the Agreement as set forth within Exhibit 10.1 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 Unregistered Sales of Equity Securities
See the disclosures made in Item 9.01, which are incorporated herein by reference. The Company’s securities were issued to an accredited investor in a transaction exempt from registration to Section 4(2) of the Securities Act of 1933. The 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 9.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release the Company issued on February 19, 2019, announcing entry into the Agreement. The information provided in response to Item 9.01 of this report is incorporated by reference into this Item 9.01.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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Termination of Existing Agreements and Release Agreement accepted February 15, 2019, entered into by and between GrowLife, Inc. and CANX USA, LLC |
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Press Release issued by GrowLife, Inc., dated February 20, 2019, regarding the Agreement with CANX |
GROWLIFE, INC. Exhibit
EX-10.1 2 growlife_ex101.htm MATERIAL CONTRACTS Blueprint Exhibit 10.1 February 8,…
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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.