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)

~~April~~December 36, 2023

(~~March~~November 2829, 2023)

____________________________

GROWLIFE, INC.

(Exact name of registrant as specified in charter)

Delaware

(State or other Jurisdiction of Incorporation or Organization)

000-50385

(Commission File Number)

11335 NE 122^nd Way, Suite 105

Kirkland, WA 98034

(Address of Principal Executive Offices and zip code)

90-0821083

(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 14.01 ~~Entry~~ ~~into~~Changes ain ~~Material~~Registrant’s ~~Definitive~~Certifying ~~Agreement~~Accountant.

OnRefusal March 29, 2023, (the “Issue Date”), Growlife, Inc. a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with ONE44 Capital LLC, (“ONE44”), pursuant to ~~which~~stand ~~ONE44~~for ~~purchased~~re-appointment aby ~~convertible~~Macias ~~promissory note (the~~Gini ~~“Note”)~~& ~~from the Company in the aggregate principal amount of $150,000, such principal and the interest thereon convertible into shares of the Company~~O’sConnell common stock at the option of ONE44. The transaction contemplated by the Purchase Agreement closed on March 28, 2023. The Company intends to use the net proceeds ($128,250) from the Note for general working capital purposes. The Note contains an original issue discount amount of $15,000 and legal fees paid therefrom of $6,750.00.LLP

~~The~~On ~~maturity~~November ~~date~~29, of2023, ~~the Note is March 28~~GrowLife, ~~2024~~Inc. (the “~~Maturity Date~~Company”)~~. The Note shall bear interest at a rate of 10% per annum, which interest may be paid~~ byreceived ~~the~~written ~~Company~~notification tofrom ~~ONE44~~Marcias inGini ~~shares~~& of common stock but shall not be payable until the Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described below. ONE44 is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the CompanyO’~~s common~~Connell ~~stock~~LLP (~~the~~ “~~Common Stock~~MGO”) ~~at a price for each share~~ of ~~Common~~their ~~Stock~~decision ~~equal~~ to ~~60%~~not ofstand ~~the~~for ~~lowest closing bid price of~~re-appointment ~~the Common Stock~~ as ~~reported on~~ the ~~OTC Markets on which the~~ Company’s ~~shares~~independent ~~are~~registered ~~then~~public ~~traded~~accounting orfirm ~~any~~as ~~exchange upon which the Common Stock may be traded in the future, for the ten prior trading days including the day upon which a Notice~~ of ~~Conversion~~December ~~is received by the Company. In the event the Company experiences a DTC “Chill” on its shares~~31, ~~the conversion price shall be decreased to 50% instead of 60% while that “Chill” is in effect~~2023. ~~Notwithstanding~~MGO ~~the~~served ~~foregoing,~~as ~~ONE44 shall be restricted from effecting a conversion if such conversion, along with other shares of~~ the Company’s ~~common~~independent registered ~~stock~~public ~~beneficially~~accounting ~~owned~~firm bysince ~~ONE44~~October ~~and its affiliates~~14, ~~exceeds~~ 42021.~~99% of the outstanding shares of the Company’s common stock.~~

~~The~~During ~~Note~~the ~~may~~Company’s befiscal ~~prepaid~~years ~~until~~ending December ~~180~~31, ~~days~~2021 ~~from~~and2022 ~~the~~and ~~issuance~~through ~~date.~~fiscal Ifquarter ~~the~~ended ~~Note~~March is31, ~~prepaid~~2023 ~~within~~(i) 60there ~~days~~were ofno ~~the~~“disagreements” ~~issuance~~(as ~~date,~~defined ~~then~~in ~~the~~Item ~~prepayment~~304(a)(1)(iv) of ~~premium~~Regulation ~~shall~~S- beK ~~110% of~~under the ~~face~~Securities ~~amount~~Exchange ~~plus~~Act ~~any~~of ~~accrued interest~~1934, ifas ~~prepaid~~amended ~~after 61 days from~~ (the ~~issuance~~“Exchange ~~date,~~Act”)) ~~but~~between ~~less than 90 days from~~ the ~~issuance~~Company ~~date,~~and ~~then~~MGO ~~the~~on ~~prepayment~~any ~~premium~~matter ~~shall be 125%~~ of ~~the~~accounting ~~face~~principles ~~amount~~or ~~plus~~practices, ~~any~~financial ~~accrued~~statement ~~interest~~disclosure, ifor ~~prepaid~~auditing ~~after~~scope 91or ~~days~~procedure, ~~from~~which ~~the issuance date~~disagreements, if upnot resolved to ~~120~~MGO’s ~~from the issuance date~~satisfaction, ~~then~~would ~~the~~have ~~prepayment~~caused ~~premium~~MGO ~~shall~~to bemake ~~135%~~reference ofto the ~~face~~subject ~~amount~~matter ~~plus~~of ~~any~~such ~~accrued~~disagreements ~~interest,~~in ~~if prepaid~~its ~~after~~reports ~~121~~on ~~days from~~ the ~~issuance~~Company’s ~~date,~~consolidated upfinancial tostatements ~~150~~for ~~from~~such ~~the issuance date~~years, ~~then~~and ~~the~~(ii) ~~prepayment~~there ~~premium~~were ~~shall~~no be“reportable ~~140% of the face amount~~events” ~~plus~~(as ~~any~~defined ~~accrued~~in ~~interest~~Item ~~and~~304(a)(1)(v) ifof ~~prepaid~~Regulation ~~after~~S-K ~~150~~under ~~days from~~ the ~~issuance~~Exchange ~~date,~~Act) upother tothan ~~180 from~~ the ~~issuance~~material ~~date,~~weaknesses ~~then~~in ~~the~~internal ~~prepayment~~control over ~~premium~~financial ~~shall~~reporting beidentified ~~145%~~for of the ~~face~~years ~~amount~~ended ~~plus~~December ~~any~~31, ~~accrued~~2021 ~~interest.~~and ~~Upon~~2022 ~~the occurrence~~ and ~~during~~quarter ~~the~~ended ~~continuation~~March ~~of certain events of default~~31, ~~the~~2023 ~~Note~~related ~~will~~to: ~~accrue~~(i) anaudit ~~interest rate of 24% or~~committee makeup, ifand ~~such~~(ii) ~~rate~~accounting ispersonnel ~~usurious~~and orreporting ~~not~~governance ~~permitted by current law, then at the highest rate~~ of ~~interest~~complex ~~permitted~~contractual byterms ~~law~~and obligations.

~~Other~~The ~~than~~Company ashas ~~described~~provided ~~above,~~ a copy of the ~~Note~~foregoing ~~contains~~disclosures to ~~certain~~MGO ~~events~~prior to the date of ~~default,~~the ~~including~~filing ~~failure~~of tothis ~~timely~~report ~~issue~~and ~~shares~~requested ~~upon~~that ~~receipt~~MGO offurnish it with a ~~notice~~letter ofaddressed ~~conversion,~~to asthe ~~well~~Securities & asExchange ~~certain~~Commission ~~customary~~stating ~~events~~whether ofor ~~default,~~not ~~including,~~it ~~among~~agrees ~~others,~~with ~~breach~~the ofstatements ~~covenants,~~in ~~representations~~this orReport. ~~warranties,~~A ~~insolvency,~~copy ~~bankruptcy, liquidation,~~of ~~and~~the ~~failure~~letter byfurnished ~~the~~in ~~Company~~response to that ~~pay~~request ~~the~~is ~~principal~~filed ~~and~~as ~~interest~~Exhibit ~~due~~16.1 ~~under~~to ~~the~~this ~~Note~~Form 8-K.

~~The~~Engagement ~~foregoing description~~ of the Note and the Purchase Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of the Note and the Purchase Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-M&K ~~and~~CPAS ~~are incorporated herein by reference.~~PLLC

~~Item~~The ~~2.03~~Company ~~Creation~~has engaged the services of ~~Direct~~M&K ~~Financial~~CPAS PLLC ~~Obligation~~(“M&K”) orand anas ~~Obligation~~the ~~under~~Company’s annew ~~Off-Balance~~independent ~~Sheet~~registered ~~Arrangement~~public byaccounting afirm ~~Registrant~~to audit the Company’s consolidated financial statements for the year then ended December 31, 2023. The Company’s Audit Committee approved the appointment of M&K on December 5, 2023.

~~The~~During ~~information~~each ~~set~~of ~~forth~~the inCompany’s ~~Item 1.01~~two ~~above~~most isrecent fiscal ~~incorporated~~years ~~herein~~and bythrough ~~reference.~~the ~~The~~date ~~Note~~of ~~was~~this ~~issued~~report, ~~and~~(a) ~~any~~the ~~shares~~Company has not engaged M&K as either the principal accountant to beaudit the ~~issued~~Company’s ~~pursuant~~financial statements, or as an independent accountant to ~~any~~audit ~~conversion~~a significant subsidiary of the ~~Note~~Company and on whom ~~shall~~the beprincipal ~~issued~~accountant inis aexpected ~~private~~to ~~placement~~express reliance in ~~reliance~~its ~~upon~~report; anand ~~exemption~~(b) ~~from~~the ~~registration~~Company ~~provided~~or bysomeone ~~Section~~on 4its behalf did not consult with M&K with respect to (ai)~~(2)~~ either: the application of accounting principles to a specified transaction, either completed or proposed; or the ~~Securities~~type ~~Act~~of audit opinion that might be rendered on the Company’s financial statements, or (ii) any other matter that was either ~~and/~~the subject of a disagreement or ~~Regulation~~a Dreportable ~~promulgated~~event ~~thereunder~~as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.:		Description
10.1*		10% Convertible Redeemable Note, dated March 28, 2023, issued by the Company to ONE44 Capital LLC
10.2*		Securities Purchase Agreement, dated March 28, 2023, by and between the Company and ONE44 Capital LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

* Filed herewith

Exhibit No.		Description

16.1		Letter dated December 6, 2023 from MGO (Filed herewith)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: April 3, 2023	/s/ David Dohrmann
Date: December 6, 2023	By:	/s/ David L Dohrmann
	By:	David Dohrmann
		David L Dohrmann
	Its:	Chief Executive Officer
		Chief Executive Officer

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Filing Compare · GROWLIFE, INC.