8-K

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):  June 17, 2020

GROWGENERATION CORP

(Exact Name of Registrant as Specified in its Charter)

930 W 7th Ave, Suite A

Denver, Colorado 80204

(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):

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:

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

On June 17, 2020, GrowGeneration Corp. (the “Company”) published a press release regarding its acquisition of assets from H2O Hydroponics, LLC and the opening of a store in Lansing, Michigan following the asset purchase.

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 (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.

Section 9 – Financial Statementsand Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

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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.

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Exhibit 99.1

GrowGeneration PurchasesAll the Assets of H2O Hydroponics, LLC

DENVER, June 17, 2020 /PRNewswire/ - GrowGeneration Corp. (NASDAQ: GRWG), ("GrowGen") or the "Company"), the largest chain of stand-alone specialty hydroponic and organic garden centers, currently with 27 locations, is pleased to announce that the Company has purchased the assets of H2O Hydroponics, LLC ("H2O"), the largest hydroponic garden center in Lansing, MI. Following the asset purchase, the Company will open a new location in Lansing, MI, which will serve as a retail/commercial operation, as well as a fulfillment center, supporting the Company's online and direct-to-farm deliveries.

GrowGen CEO Comments:

Darren Lampert, CEO, commented, "H2O Hydroponics is the largest hydroponic store in Lansing, MI. with 2019 sales of approximately $4.0 million. We are consolidating our current West Lansing location, with H2O, and relocating  into a newly built 15,000 square foot super hydroponic garden center, that we expect will generate over $7.0 million in sales. With this acquisition, we continue to increase our footprint and strengthened our supply chain in the Michigan market."

Michigan Market:

According to a March 2020 report, "The Market for and Economic Impact of the Adult-use Recreational Marijuana Industry in Michigan" by Michigan State University Product Center Food-Ag-Bio:

"It is estimated that the level of cannabis retail sales once it becomes widely available is approximately $3 billion with a total economic impact in excess of $7.8 billion. Employment in businesses along the marijuana supply chain is estimated to be 13,500 with a total economic impact on employment in the state of 23,700. Total tax revenue raised is $495.7 million of which $298.6 million is excise taxes and $197.1 million are in the form of sales taxes.

The supply chain for marijuana was also analyzed. It appears that the supply chain is maturing rapidly, with several well-funded vertically integrated firms already operating. Both indoor and outdoor growing operations are in place but over time it appears that much of the production will take place in dedicated indoor growing facilities."

In November 2018, Michigan became the 10^th^ state to legalize cannabis for adults and the first state to do so in the Midwest. Within a residence, adults may grow up to 12 plants and/or possess up to 10 ounces.  Medical cannabis is permitted. An individual may register as a medical patient if their doctor certifies that the individual suffers from one or more of the qualifying conditions under the state law.

About GrowGeneration Corp.:

GrowGen owns and operates specialty retail hydroponic and organic gardening stores. Currently, GrowGen has 27 stores, which include 5 locations in Colorado, 5 locations in California, 2 locations in Nevada, 1 location in Washington, 4 locations in Michigan, 1 location in Rhode Island, 4 locations in Oklahoma, 1 location in Oregon, 3 locations in Maine and 1 location in Florida. GrowGen also operates an online superstore for cultivators, located at www.growgen.pro and www.growgeneration.com. 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. Our mission is to own and operate GrowGeneration branded stores in all the major states in the US and Canada. Management estimates that roughly 1,000 hydroponic stores are in operation in the US. By 2025, the global hydroponics system market is estimated to reach approximately $16 billion.

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.

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SOURCE GrowGeneration