Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On August 6, 2022, the Board of Growlife, Inc. (the "Company") adopted an amendment to the Company's Second Amended and Restated Bylaws, as amended (the "Bylaw Amendment"), which amended Article III to, to provide that the number of Directors which shall constitute the Company's Board shall be fixed from time to time by resolution of a majority of Directors in office; provided, however, that their number shall not be less than one (1) nor more than nine (9) and shall not be increased by more than two directors in any calendar year without unanimous board consent.

The foregoing summary and description of the provisions of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01   Other Events.

On August 6, 2022, the Board of Directors ratified the Company's prior approval on June 17, 2022 in favor of the implementation of a one-for-one hundred and fifty (1:150) reverse stock split of all of the Company's issued and outstanding common stock (the "Reverse Stock Split"). In light of delay in processing, the Board has revised the Record Date from June 17, 2022 to the date which falls one day prior to FINRA's announcement of the Reverse Stock Split.

As previously reported, the Reverse Stock Split was previously approved by the Company's shareholders at the Company's November 5, 2021 annual meeting of stockholders.

As a result of the Reverse Stock Split, every one hundred and fifty (150) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock. Any and all fractional shares resulting from the Reverse Split which are less than 1 (one) whole share, shall not be rounded up to the next whole share and rather such Holder shall receive a fractional pro-rata cash payment equal to 120% of the closing market price on the Record Date. Any and all fractional shares created by the Reverse Stock Split which are greater than one (1) whole share will be rounded up to the nearest whole share.

The number of authorized shares will not change as a result of the Reverse Stock Split.

The Reverse Stock Split will become effective upon announcement by FINRA (the Financial Industry Regulatory Authority). In connection with the Reverse Stock Split, the Company's CUSIP number will change.

An amendment to Articles of Incorporation will also be filed citing the Reverse Stock Split.




Item 9.01   Financial Statements and Exhibits.



(d)   Exhibits.



Exhibit   Description
3.1         Amendment to Second Amended and Restated Bylaws Amendment
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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