8-K 1 ea120106-8k_growgeneration.htm CURRENT REPORT





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):  March 27, 2020



(Exact Name of Registrant as Specified in its Charter)


Colorado   333-207889   46-5008129
(State or other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer 
Identification No.)


1000 West Mississippi Avenue

Denver, Colorado 80223

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code:  (303) 386-4796



(Former Address of Principal Executive Offices)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):


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. 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock, par value $0.001 per share   GRWG   The NASDAQ Stock Market LLC







ITEM 4.01. Changes in Registrant's Certifying Accountant.


(a)Dismissal of Independent Registered Public Accounting Firm


On March 27, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors of GrowGeneration Corp (the “Company”) approved the dismissal of Connolly Grady & Cha, P.C. (“Connolly”) as the Company's independent registered public accounting firm.


The reports of Connolly on the Company's consolidated financial statements for the fiscal years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.


During the fiscal years ended December 31, 2019 and 2018, and through March 27, 2020, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Connolly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Connolly would have caused Connolly to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2019 and 2018 and through March 27, 2020, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).


The Company provided Connolly with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that Connolly furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Connolly agrees with the statements related to them made by the Company in this report. A copy of Connolly's letter to the SEC dated March 27, 2020 is attached as Exhibit 16.1 to this report.


(b)Newly Engaged Independent Registered Public Accounting Firm


On March 27, 2020, the Audit Committee approved the appointment of Plante & Moran, PLLC (“Plante Moran”) as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2020.  During the fiscal years ended December 31, 2019 and 2018, and through March 27, 2020, neither the Company, nor anyone on its behalf, consulted Plante Moran regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Plante Moran that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).


ITEM 9.01. Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.   Description
16.1   Letter of Connolly Grady &Cha, P.C dated March 27, 2020






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date:  March 27, 2020 GrowGeneration Corp.  
  By: /s/ Darren Lampert
  Name: Darren Lampert
  Title: Chief Executive Officer