GrowLife, Inc. announced that it has entered into agreement with returning investor 1800 Diagonal Lending, LLC for a private placement of convertible promissory note for proceeds of $78,750 on January 13, 2023. The principal amount of the note was $88,200 and will be issued at a discount of $9,450. The note accrues interest at a rate of 12% per annum and has a maturity date of January 11, 2024.

The first payment shall be due March 1, 2023, with nine subsequent payments each month thereafter. The investor may in its option, at any time following convert all or any part of the outstanding and unpaid amount of this note into fully paid and non-assessable shares of common stock at a conversion price per share equal to 75% of the lowest daily volume weighted average price of its common stock during the ten trading days prior to the date of conversion. The note shall not be secured by any collateral or any assets pledged to the holder.

The notes are convertible into 14,700,000 common shares of the company. The company will pay buyer expense of $3,750 in the transaction which include legal fees and due diligence fee.