UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
December 6, 2018
____________________________
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
|
000-50385
|
|
5400
Carillon Point
Kirkland, WA 98033
|
|
90-0821083
|
|
(Commission
File Number)
|
|
(Address
of Principal Executive Offices and zip code)
|
|
(IRS
Employer Identification No.)
|
(866) 781-5559
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 7.01 Regulation FD Disclosure.
Preliminary Results of Rights Offering to Shareholders
On
November 30, 2018, GrowLife, Inc. (the “Company”),
closed its Rights Offering.
The Company has received approximately $2,500,000 under the Rights
Offering as of December 6, 2018. The Rights Offering was designed
to give record shareholders the opportunity to invest directly into
the Company at a set price with additional warrants to support the
Company’s capital raise to be used for continued
expansion.
The results of the rights offering to date and the Company’s
estimates regarding the number of shares to be issued and the gross
proceeds to be received are preliminary and subject to finalization
and verification by the Subscription Agent, Direct Transfer LLC.
After Direct Transfer has effected all required allocations and
adjustments, the rights offering will be completed and Direct
Transfer will distribute, by way of direct registration in
book-entry form, the remaining common shares and warrants of
GrowLife, Inc. to holders of subscription rights who validly
exercised their subscription rights and paid the subscription price
in full. No physical share certificates will be
issued.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
|
Description
|
|
|
Press
Release dated December 6, 2018 concerning closing of Rights
Offering
|
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
GROWLIFE,
INC.
|
|
|
|
|
|
|
|
|
Date: December
6, 2018
|
By:
|
/s/ Marco
Hegyi
|
|
|
|
|
Marco
Hegyi
|
|
|
|
|
Chief Executive
Officer
|
|