GrowLife, Inc. announced that it has entered into agreement with returning investor Fourth Man, LLC for a private placement of convertible promissory note for gross proceeds of $103,750 on February 1, 2023. The principal amount of the note is $125,000 and issued at a discount of $21,250. The note accrues interest at a rate of 10% per annum and has a maturity of twelve months from the date of issuance, expiring February 1, 2023.

The company paid the interest of $12,500 at the time of issuance. The notes are convertible into common shares of the company at a conversion price of $0.035 per share, subject to adjustment. In addition, the company issued the investor common stock purchase warrants granting the investor the right to purchase up to 625,000 shares of common stock of the company at an exercise price of $0.08 per share for a period of five years from the date of issuance.

The company has issued the securities pursuant to exemption provided under Section 4(a)(2) under the Securities Act of 1933, as amended (?1933 Act?), and Rule 506(b) promulgated under the 1933 Act. The company will pay issuance expense of $10,762.50 as transaction fee and non-accountable sum of $3,500 to cover the investor fee in the transaction.