8-K 1 form_8-k.htm FORM 8-K CURRENT REPORT FOR 02-02-2018



Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   February 2, 2018



(Exact name of registrant as specified in charter)




(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5400 Carillon Point

                        Kirkland, WA 98033                        

(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 8.01  Other Events.

On February 12, 2018, GrowLife, Inc., a Delaware corporation (the “Company”), closed the conversion of $321,945 owed under a 7% Convertible Note with Forglen LLC into 127,000,000 shares of our common stock that was presented on February 2, 2018. As of February 12, 2018, the outstanding balance on the Convertible Note was $159,425.

In making the above sales without registration, the Company relied upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


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.






Date:  February 16, 2018


/s/ Mark Scott



Mark Scott



Chief Financial Officer

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