GrowLife Inc (PHOT)

[sagomonkey]

 

This prospectus relates to the resale of up to 211,923,077 of shares of our common stock that we may issue to Chicago Venture Partners, LP (“Chicago Venture”).  The shares of common stock offered under this prospectus by the selling stockholder are issuable to Chicago Venture pursuant to a Securities Purchase Agreement between the Company and Chicago Venture dated April 4, 2016.  We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholder.