| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| FORM 12b-25 | SEC FILE NUMBER 000-50385 |
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| NOTIFICATION OF LATE FILING | CUSIP NUMBER 39985X302 |
(Check one): | ☐ | Form 10-K | ☐ | Form 20-F | ☐ | Form 11-K | ☑ | Form 10-Q | ☐ | Form 10-D | ☐ | Form N-CEN | ☐ | Form N-CSR |
| For Period Ended: | March 31, 2024 | ||
| ☐ | Transition Report on Form 10-K | ||
| ☐ | Transition Report on Form 20-F | ||
| ☐ | Transition Report on Form 11-K | ||
| ☐ | Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | N/A | ||
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
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PART I — REGISTRANT INFORMATION |
GROWLIFE, INC. |
Full Name of Registrant. |
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Former Name if Applicable |
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11335 NE 122nd Way, Suite 105 |
Address of Principal Executive Office (Street and Number) |
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Kirkland, WA 98034 |
City, State and Zip Code: |
PART II — RULES 12b-25(b) AND (c) |
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If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. |
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| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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☑ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||
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| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE |
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GrowLife, Inc. (the “Registrant”) is unable to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Report”) by the prescribed due date, without unreasonable effort or expense. The Registrant was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023 by the prescribed due date, without unreasonable effort or expense. Specifically, the Registrant’s receipt of information from certain third parties related to the completion of its audit has been delayed. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant does not intend to file its Quarterly Report on Form 10-Q for the period ended March 31, 2024 on or prior to the fifth (5th) calendar day following the prescribed due date. |
PART IV — OTHER INFORMATION |
(1) | Name and telephone number of person to contact in regard to this notification | ||||||||
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| David Dohrmann |
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| 781-5559 | ||||
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| (Telephone Number) | ||||
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(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||||||
Yes | ☐ | No | ☑ |
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| Forms 10-Q for June 30, 2023, September 30, 2023 and March 31, 2024 periods. Form 10-K for December 31, 2023. | ||||||||
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(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||||||
Yes | ☐ | No | ☑ |
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| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||
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GrowLife, Inc. | ||||
(Name of Registrant as Specified in Charter) | ||||
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. | ||||
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Date: | May 16, 2024 |
| By: | /s/ David Dohrmann |
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| David Dohrmann |
