GrowLife, Inc. announced that it has entered into agreement with 1800 Diagonal Lending, LLC for a private placement of convertible promissory note for proceeds of $55,000 on November 11, 2022. The principal amount of the note was $60,500. The note accrues interest at a rate of 8% per annum and has a maturity date of November 11, 2023.

The original issue discount on the note was $5,500. The Company has the right to prepay the Note at any time during the first 60 days the Note is outstanding at the rate of 110% of the unpaid principal amount of the note plus interest and during the period beginning on the 61st day extending through the 180th day the Note is outstanding at the rate of 115% of the unpaid principal amount of the note plus interest. The Note may be prepaid after the 180th day following the issuance date if the Investor agrees to such repayment and such terms. The investor may in its option, convert the outstanding principal and interest on the note into shares of our common stock at a conversion price equal to 90% of the lowest daily volume weighted average price of our common stock during the 15 trading days prior to the date of conversion.

The company notes are convertible into 7,109,283 shares. The transaction was expected to close on November 22, 2022.