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): March 11, 2020
GROWGENERATION CORP
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 333-207889 | 46-5008129 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1000 West Mississippi Avenue
Denver, Colorado 80223
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (303) 386-4796
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | GRWG | The NASDAQ Stock Market LLC |
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of March 11, 2020, the Board of Directors of GrowGeneration Corp. (the “Company”) approved amendments to Sections 4 and 6 of Article II of the Bylaws of the Company (as amended, the “Amended and Restated Bylaws”), respectively, to (i) allow the Company to fix a record date not exceeding 70 days preceding a meeting of stockholders, to be consistent with Section 7-107-107 of the Colorado Act, rather than 50 days as previously provided in the Bylaws; and (ii) require the Company to deliver notice of a meeting of stockholders not less than 10 days nor more than 60 days before the date of the meeting (except that, if the number of authorized shares is to be increased, at least 30 days’ notice shall be given), to be consistent with Section 7-107-105 of the Colorado Act, rather than no more than 50 days as previously provided in the Bylaws.
A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3(ii). The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3(ii) | Amended and Restated Bylaws of GrowGeneration Corp. |
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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.
| Date: March 13, 2020 | GrowGeneration Corp. | |
| By: | /s/ Darren Lampert | |
| Name: | Darren Lampert | |
| Title: | Chief Executive Officer | |
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