8-K
GrowGeneration Corp. (GRWG)
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): October 19, 2021
GROWGENERATION
CORP
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 333-207889 | 46-5008129 |
|---|---|---|
| (State<br> or other Jurisdiction<br><br> of Incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer <br><br> Identification No.) |
5619 DTC Parkway
Greenwood Village, CO 80111
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> symbol | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | GRWG | The<br> NASDAQ Stock Market LLC |
Section7 – Regulation FD
Item 7.01. Regulation FD Disclosure
On October 19, 2021, GrowGeneration Corp. (the “Company”) published a press release announcing its strategic investment in Total Grow Control, a Houston-based controlled environment agriculture (CEA) engineering and manufacturing company specializing in facility design, nutrient delivery systems, water filtration solutions, and a complete integrated control platform operated from a cloud-based user interface. As part of the transaction, the Company has the right to exercise an option to purchase 100% of the assets of Total Grow Control.
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.
Section9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated October 19, 2021 |
| 104 | Cover<br> Pager Interactive Data File, formatted in Inline XBRL document. |
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: <br> October 19, 2021 | GrowGeneration Corp. | |
|---|---|---|
| By: | /s/<br> Darren Lampert | |
| Name: | Darren<br> Lampert | |
| Title: | Chief<br> Executive Officer |
2
Exhibit 99.1
GrowGeneration Invests in Total Grow Control
GrowGeneration Continues To Expand ControlledEnvironment Agriculture Offerings for Commercial Growers to use Automation and Data to Optimize their Grow Operations
DENVER, Oct. 19, 2021 /CNW/ - GrowGeneration Corp. (NASDAQ: GRWG), (“GrowGen” or the “Company”) the nation’s largest chain of specialty hydroponic and organic garden centers, today announced a strategic investment in Total Grow Control, a Houston-based controlled environment agriculture (CEA) engineering and manufacturing company specializing in facility design, nutrient delivery systems, water filtration solutions, and a complete integrated control platform operated from a cloud-based user interface.. As part of the transaction, GrowGen has the right to exercise an option to purchase 100% of the assets of Total Grow Control. Total Grow Control’s programmable control systems and software help growers automate their operations for efficiency, consistency, and uniformity. Total Grow Control’s signature offering, the Eden Environmental Control System, offers a comprehensive and easy-to-use customer interface that communicates with new and existing atmospheric controls and lighting systems.
“More than ever, commercial growers are turning to technology to streamline and optimize their operations,” said Darren Lampert, GrowGeneration’s CEO. “Total Grow Control’s plug and play systems and software, nutrient delivery systems, and water filtration solutions are unmatched, which is why they’re the perfect complement to GrowGen’s complete commercial cultivation outfitting offerings. We’ll continue to acquire best-in-class technology and platforms as we build out our commercial services and offerings.”
Founder and CEO, Derek Oxford stated, “Total Grow Control is excited to partner with GrowGeneration to offer the benefits of automation for all of GrowGeneration’s customers. GrowGeneration’s size and diverse customer base is just what Total Grow Control needs to offer solutions to a wide variety of growers. Our joint efforts will help all types of growers create efficient, uniform outcomes while saving needed resources.”
With Total Grow Control, an important part of GrowGen’s commercial operations, GrowGen’s customers will be able to use control systems and software to help automate and attain high efficiencies, consistency, and uniformity. Centralized automated systems collect multiple data points on every aspect of the grow cycle that can be stored, retrieved, and analyzed in an iterative process. This information can be used to produce uniform yields while reducing costs. The interpretation and the use of data in future production cycles have been developed with one mission in mind: to assist our customers in achieving the highest quality, consistency, and yield at the lowest possible cost.
Based in Houston TX since its founding in 2020, Total Grow Control’s PLC systems control temperature, humidity and lighting remotely, while also collecting data trends to duplicate conditions. “Eden”, Total Grow Control’s complete ecosystem control and monitoring system, offers a comprehensive and easy to use customer interface that communicates not only with the Eden system but also with growers existing atmospheric controls and lighting systems. Eden has remote access capability and distributive architecture to provide a superior solution in the industry.
About GrowGeneration Corp.:
GrowGen owns and operates specialty retail hydroponic and organic gardening stores. Currently, GrowGen has 63 stores, which include 24 locations in California, 8 locations in Colorado, 7 locations in Michigan, 5 locations in Maine, 5 locations in Oklahoma, 4 locations in Oregon, 3 locations in Washington, 2 locations in Nevada, 1 location in Arizona, 1 location in Rhode Island,1 location in Florida, 1 location in Massachusetts and 1 location in New Mexico.
GrowGen also operates an online superstore for cultivators at growgeneration.com and B2B e-commerce 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.
About Total Grow Control
Total Grow Control offers highly reliable Nutrient Delivery with Industrial grade PLC controls and software. Our systems help attain the greatest efficiencies for all size growers. We provide complete ecosystem control and monitoring and a comprehensive easy to use customer interface with full remote control and monitoring capabilities. Total Grow Control manufactures in Houston, TX with a goal to provide higher efficiencies and unparalleled customer support.
Forward Looking Statements:
This press release may include predictions, estimates or other information that might be considered forward-looking within the meaning of applicable securities laws. While these forward-looking statements represent our current judgments, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this release. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. When used herein, words such as “look forward,” “believe,” “continue,” “building,” or variations of such words and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are often discussed in filings we make with the United States Securities and Exchange Commission, available at: www.sec.gov, and on our website, at: www.growgeneration.com.
**Investor Contact:**John Evans
GrowGeneration
john.evans@growgeneration.com
**Connect:**Website: www.GrowGeneration.com
Instagram: growgen
Facebook: GrowGenerationCorp
Twitter: @GrowGenCorp
**Company Inquiries:**GrowGeneration Corp.
610-216-0057
michael@growgeneration.com