0001161582
false
--12-31
0001161582
2022-08-11
2022-08-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
August 11, 2022 (November 5, 2021)
____________________________
GROWLIFE,
INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
|
000-50385
(Commission File Number) |
|
90-0821083
(IRS Employer Identification No.) |
| |
11335
NE 122nd Way, Suite 105
Kirkland,
WA 98034
(Address of Principal Executive Offices and zip code) |
|
(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 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On August 6, 2022, the Board of Growlife, Inc. (the
“Company”) adopted an amendment to the Company’s Second Amended and Restated Bylaws, as amended (the “Bylaw Amendment”),
which amended Article III to, to provide that the number of Directors which shall constitute the Company’s Board shall be fixed
from time to time by resolution of a majority of Directors in office; provided, however, that their number shall not be less
than one (1) nor more than nine (9) and shall not be increased by more than two directors in any calendar year without unanimous board
consent.
The foregoing summary and description of the provisions
of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On August 6, 2022, the Board of Directors ratified
the Company’s prior approval on June 17, 2022 in favor of the implementation of a one-for-one hundred and fifty (1:150) reverse
stock split of all of the Company’s issued and outstanding common stock (the “Reverse Stock Split”). In light of delay
in processing, the Board has revised the Record Date from June 17, 2022 to the date which falls one day prior to FINRA’s announcement
of the Reverse Stock Split.
As previously reported, the Reverse Stock Split was
previously approved by the Company’s shareholders at the Company’s November 5, 2021 annual meeting of stockholders.
As a result of the Reverse Stock Split, every one
hundred and fifty (150) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common
stock. Any and all fractional shares resulting from the Reverse Split which are less than 1 (one) whole share, shall not be rounded up
to the next whole share and rather such Holder shall receive a fractional pro-rata cash payment equal to 120% of the closing market price
on the Record Date. Any and all fractional shares created by the Reverse Stock Split which are greater than one (1) whole share will
be rounded up to the nearest whole share.
The number of authorized shares will not change as
a result of the Reverse Stock Split.
The Reverse Stock Split will become effective upon
announcement by FINRA (the Financial Industry Regulatory Authority). In connection with the Reverse Stock Split, the Company’s CUSIP
number will change.
An amendment to Articles of Incorporation will also
be filed citing the Reverse Stock Split.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: August 11, 2022 |
/s/ David Dohrmann |
| |
By: |
David Dohrmann |
| |
Its: |
Chief Executive Officer |
- 3 -