8-K

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):  May 27, 2021

GROWGENERATION CORP

(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.)

930 W 7th Ave, Suite A

Denver, Colorado 80204

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (800) 935-8420

N/A

(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

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 5.02 below is incorporated herein by reference.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2021, GrowGeneration Corp. (the “Company”) entered into an employment contract with Paul Rutenis, pursuant to which Mr. Rutenis has been appointed as Chief Merchandise Officer of the Company, effective as of June 21, 2021. Pursuant to the agreement, among other benefits, the Company has agreed to (i) pay Mr. Rutenis a base salary of $300,000 per annum, which shall increase 10% on January 1 of each calendar year; (ii) issue to Mr. Rutenis a total of 40,000 shares of common stock, vesting in six equal installments within three years starting from December 21, 2021; and (iii) pay a one-time relocation expense of $100,000.

A copy of the employment contract is filed herewith as Exhibit 10.1.

Mr. Rutenis has two decades of experience in retail spans management positions at several large public companies. Since 2018, Mr. Rutenis provides consulting services to multiple organizations on building added value to their inter working and achieving performance excellence. From 2015 to 2018, Mr. Rutenis served as Executive Vice President at West Marine, where he helped grow the top and bottom line by successfully moving the company to an omni-channel format that enhanced the company's brick-and-mortar format. From 2013 to 2015, he served at Radio Shack as Chief Merchandising Officer. From 2011 to 2012, at JCPenny, he was VP – Divisional Merchandise Manager, Furniture and Home Décor and promoted to SVP – General Merchandise Manager, Home from 2012 to 2013. From 2006 to 2011, at Dicks Sporting Goods, he helped drive sales and gross margin expansion in private label and branded products. Mr. Rutenis received his B.S. degree from Clemson University and holds an MBA from the University of St. Louis.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On May 27, 2021, the Company published a press release regarding the appointment of Paul Rutenis as Chief Merchandise Officer of the Company.

A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
10.1	Employment Contract by and between GrowGeneration Corp. and Paul Rutenis, dated May 26, 2021
99.1	Press Release dated May 27, 2021

1

SIGNATURES

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:  May 27, 2021	GrowGeneration Corp.
	By:	/s/ Darren Lampert
	Name:	Darren Lampert
	Title:	Chief Executive Officer

2

EX-10.1

Exhibit 10.1

 

EX-99.1

Exhibit 99.1

GrowGeneration Appoints Paul Rutenis as Chief Merchant Officer

DENVER, May 27, 2021 /PRNewswire/ - GrowGeneration Corp. (NASDAQ: GRWG), (“GrowGen” or the “Company”) the nation’s largest chain of specialty hydroponic and organic garden centers, today announced the appointment of Paul Rutenis as Chief Merchant Officer (CMO), effective June 21, 2021.

Mr. Rutenis’ two-decade career in retail spans management positions at several large public companies, including Dicks Sporting Goods, West Marine, JC Penney, and RadioShack.  Rutenis received his B.S. from Clemson University and holds an MBA from the University of St. Louis.

“We’re pleased to bring a seasoned merchandising executive of Paul’s caliber to the GrowGeneration team,” said Darren Lampert, GrowGen’s CEO. “Paul has years of experience leading retail and merchandising strategy for some of the nation’s largest retail chains. His insights will be invaluable as GrowGen continues to scale and build a national chain of hydroponic garden centers and best-in-class private-label brands.”

Mr. Rutenis served as Executive Vice President at West Marine from 2015-2018, where he helped grow the top and bottom line by successfully moving the company to an omni-channel format that enhanced the company’s brick-and-mortar format. At Dicks Sporting Goods, from 2006 to 2011, he helped drive sales and gross margin expansion in private label and branded products.

“I’m honored to join GrowGeneration’s leadership team at this time of record growth and expansion,” said Rutenis. “GrowGen is uniquely positioned in one of the most exciting and dynamic emerging industries in the country, and I look forward to helping build GrowGen’s national brand and portfolio of private-label products.”  

About GrowGeneration Corp.

GrowGen owns and operates specialty retail hydroponic and organic gardening centers. Currently, GrowGen has 55 stores, which include 20 locations in California, 8 locations in Colorado, 7 locations in Michigan, 5 locations in Maine, 5 locations in Oklahoma, 2 locations in Nevada, 2 locations in Washington, 2 locations in Oregon, 1 location in Arizona, 1 location in Rhode Island,1 location in Florida, and 1 location in Massachusetts.

GrowGen also operates an online superstore for cultivators at growgeneration.com and B2B ERP platform, agron.io. GrowGen carries and sells thousands of products, including organic nutrients and soils, advanced lighting technology and state of the art hydroponic equipment to be used indoors and outdoors by commercial and home growers.

Company Inquiries:
GrowGeneration Corp.
610-216-0057
michael@growgeneration.com

Investor Contact:
John Evans
GrowGeneration
415-309-0230
john.evans@growgeneration.com

Press Contact:
Sara Geisner
Trailblaze
sara@trailblaze.co

Connect:
Website: www.GrowGeneration.com 
Instagram: growgen 
Facebook: GrowGenerationCorp 
Twitter: @GrowGenCorp

SOURCE GrowGeneration