Amended Quarterly Report (10-q/a)
June 16 2020 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the quarterly period ended March 31, 2020
OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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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)
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90-0821083
(I.R.S.
Employer Identification No.)
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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
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Accelerated
filer
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Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company
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Emerging
growth company
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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
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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.
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:
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Certification of
Principal Executive Officer Pursuant to Rule
13a-14
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Filed
herewith.
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Certification of
Principal Financial Officer Pursuant to Rule
13a-14
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Filed
herewith.
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CEO Certification
Pursuant to Section 906 of the Sarbanes-Oxley
Act
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Filed
herewith.
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CFO Certification
Pursuant to Section 906 of the Sarbanes-Oxley
Act
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Filed
herewith.
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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)
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Date: June 15, 2020
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By:
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/s/ Marco Hegyi
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Marco Hegyi
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Chief Executive Officer and President
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(Principal Executive Officer)
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Date: June 15, 2020
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By:
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/s/ Mark Scott
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Mark Scott
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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