Blueprint





  Exhibit 10.1







 


	

Prospectus
Supplement dated November 8, 2018

	

Filed
pursuant to Rule 424(B)(5)


	

(to
Prospectus dated October 15, 2018)

	

Registration
number 333-211255







 



GrowLife, Inc.

 



 



Non-transferable Subscription Rights to Purchase Units Consisting
of an Aggregate of Up to 500,000,000 Shares of Common Stock at a
Subscription Price of $0.012 Per Unit and Warrants to Purchase Up
to 250,000,000 Shares of Common Stock at an exercise price of
$0.018 and Warrants to Purchase Up to 250,000,000 Shares of Common
Stock at an exercise price of $0.024

 






 


This
prospectus supplement is incorporated by reference into and should
be read in conjunction with the original base prospectus dated
October 15, 2018 (the “Prospectus”).  This
prospectus supplement is not complete without, and may not be
delivered or utilized, except in conjunction with the Prospectus,
including any amendments or supplements thereto.



 



Extension of Subscription Period



 


We
have distributed to our stockholders of record as of October 12,
2018 (“Record Date”), at no charge, non-transferable
subscription rights (each a “Right”) for every
share of Common Stock that you owned or were deemed to own as of
the Record Date.


 


We
will only accept subscriptions for 500,000,000 Units for a total
purchase price of approximately $6,000,000 (the “Subscription
Cap”).  Each Right consists of a basic Subscription
Right and an Over-Subscription Right, and will entitle you (subject
to the pro rata reductions described in the Prospectus resulting
from the Subscription Cap) to:



 


(i) purchase
one Unit, which we refer to as the “Basic Subscription
Right,” at a subscription price per Unit of $0.012 (the
“Subscription Price”). Each Unit consists of one share
of our common stock, par value $0.0001 per share, which we refer to
as Common Stock and two 1⁄2 warrants, consisting of one 1⁄2
warrant which will be exercisable for one share of our Common Stock
at an exercise price of $0.018 per share and one 1⁄2 warrant
exercisable for one share of our Common Stock at an exercise price
of $0.024, which we refer to collectively as the
Warrant;and



 


(ii) if
you exercise your Basic Subscription Rights in full, and any
portion of the Units remain available under the rights offering,
you will be entitled to an Over-subscription Privilege to purchase
a portion of the unsubscribed Units at the Subscription Price,
subject to (i) the pro rata allocation of Units among
stockholders exercising their Over-Subscription Right and
(ii) certain ownership limitations, which we refer to as the
“Over- subscription Right.”



 


The Rights are currently exercisable and, under
the Prospectus, were scheduled to expire if not exercised by 6:00
p.m., Eastern Time, on November 12, 2018.  As provided in the
Prospectus, we are extending the period for exercising the Rights
until 6:00 p.m., Eastern Time, on
Tuesday, November 20, 2018.  If you wish to exercise your Rights you
must submit your subscription documents before the new expiration
date of 6:00 p.m., Eastern Time, on
Tuesday, November 20, 2018.



 


All
references in the Prospectus to the expiration date for exercise of
Rights are hereby amended as described herein.  All other
descriptions, terms and conditions set forth in the original
Prospectus remain unchanged.



 



The exercise of your Rights for Units involves risks. You should
carefully consider all of the information set forth in the
Prospectus, including the information under the
heading “RISK FACTORS” beginning on page
page 14 of the Prospectus, before exercising your Rights for
Units.



 



Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of the
Prospectus or any prospectus supplement.  Any representation
to the contrary is a criminal offense.



 



The date of this prospectus supplement is November 8,
2018.