FALSE000160486800016048682024-04-232024-04-23
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): April 23, 2024
GROWGENERATION CORP.
(Exact Name of Registrant as Specified in its Charter)
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| Colorado | | 333-207889 | | 46-5008129 |
(State or other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
5619 DTC Parkway, Suite 900
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Paul Ciasullo, a member of the Board of Directors of GrowGeneration Corp. (the “Company”), notified the Company of his retirement and resignation from the Company’s Board of Directors (the “Board”), effective April 23, 2024. Mr. Ciasullo’s resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.
To fill the vacancy created by Mr. Ciasullo’s retirement, Starlett (Star) Carter has been appointed to the Board, effective April 25, 2024. Ms. Carter will serve as an independent director on the Board and sit on the Audit, Compensation, and Nominating and Corporate Governance committees.
There are no arrangements or understandings between Ms. Carter and any other person pursuant to which Ms. Carter was selected as a director, and there are no transactions in which the Company is a party and in which Ms. Carter has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Section 7 – Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
On April 25, 2024, the Company published a press release regarding the resignation of Mr. Ciasullo as a member of the Board of Directors and the appointment of Ms. Carter as a member of the Board of Directors.
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.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File, formatted XBRL Document |
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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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Date: April 25, 2024 | GrowGeneration Corp. |
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| | By: | /s/ Darren Lampert |
| | Name: | Darren Lampert |
| | Title: | Chief Executive Officer |