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EX-32.2 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - GROWLIFE, INC.phot_ex322.htm
EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - GROWLIFE, INC.phot_ex321.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - GROWLIFE, INC.phot_ex312.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - GROWLIFE, INC.phot_ex311.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q/A
  Amendment No. 1
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2020
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
 
Commission file number 000-50385
GrowLife, Inc. 
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of
incorporation or organization)
90-0821083
(I.R.S. 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)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2
 
Large accelerated filer
Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company
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. 
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 
As of May 29, 2020, there were 30,563,855 shares of the issuer’s common stock, $0.0001 par value per share, outstanding.
 
 
 
 
 
 
EXPLANATORY NOTE
 
The registrant is filing this Amendment No 1 on Form 10-Q/A (Form 10-Q/A”) to its Quarterly Report for the quarter ended March 31, 2020 as filed with the Securities and Exchange Commission on May 29, 2020 (the “Original Filing”). This Form 10-Q/A is being provided for the sole purpose of furnishing the disclosure regarding reliance on the SEC’s Order regarding a COVID-19 related filing extension, as discussed below, which was inadvertently omitted from the Original Filing and no other changes have been made to the Original Filing. 
 
This Form 10-Q/A contains only the cover page, explanatory note, the exhibit index, signature page and the revised certifications. This Amendment speaks as of the filing date of the Original Filing and does not reflect events that may have occurred subsequent to that original filing date,and does not modify or update in any way disclosure made in the Original Filing.  No attempt has been made in this Amendment to modify or update the disclosures presented in the Original Filing.
 
In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, the certifications from our Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this Amendment and are included as Exhibits 31.1, 31.2 , 32.1and 32.2 hereto.
 
COVID-19 RELIANCE ON SEC ORDER
 
On March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new SEC order (Release No. 34-88465) (the “SEC Order”), which provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak.

On May 15, 2020, GrowLife, Inc. (“GrowLife,” “we,” or “our”) filed a Form 8-K announcing its reliance on the SEC Order with respect to the filing of this Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) due to circumstances related to the COVID-19 outbreak. The Company has relied on the SEC Order to extend the filing date of our Quarterly Report. In particular, reliance on the SEC Order was necessary as the result of COVID-19 and related precautionary responses including closures of businesses and stay at home orders which have made it difficult to complete our Quarterly Report and therefore it has taken us more time to finish our analysis and compile certain information necessary to make key assessments and estimates.
 
As a result of our reliance on the SEC Order, we believe this Quarterly Report has been within its prescribed extension deadline and thus it will be deemed timely filed by the SEC.
 
ITEM 6.
EXHIBITS
 
The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are attached hereto unless otherwise indicated as being incorporated by reference, as follows:

 (a)
Exhibits
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
Certification of Principal Executive Officer Pursuant to Rule 13a-14
 
Filed herewith.
 
 
 
 
 
 
Certification of Principal Financial Officer Pursuant to Rule 13a-14
 
Filed herewith.
 
 
 
 
 
 
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
 
Filed herewith.
 
 
 
 
 
 
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
 
Filed herewith.
 
 
 
 
1
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  
 
GROWLIFE, INC.
 
(Registrant)
 
 
 
 
 
Date: June 15, 2020
By:
/s/ Marco Hegyi
 
 
 
Marco Hegyi
 
 
 
Chief Executive Officer and President
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
Date: June 15, 2020
By:
/s/ Mark Scott
 
 
 
Mark Scott
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
2