Amended Statement of Ownership (sc 13g/a)
13 6월 2023 - 1:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. n/a )*
Growlife,
Inc.
(Name
of Issuer)
Common
stock, $0.0001 par value per share
(Title
of Class of Securities)
39985X203
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate
box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information
required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Silverback Capital Corporation
82-2335993 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Utah |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
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SOLE VOTING POWER |
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3,662,761 |
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6 |
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SHARED VOTING POWER |
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0 |
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7 |
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SOLE DISPOSITIVE POWER |
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3,662,761 |
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8 |
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SHARED DISPOSITIVE POWER |
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0 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,662,761 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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☐ |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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9.99%(1)(2) |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
FOOTNOTES
(1) |
* Based on 33,001,515 shares outstanding (after conversion to reach 9.99%) on June 1, 2023
(as reported by the OTC Markets Group Inc. on June 12, 2023). |
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(2) |
See attached note # 1. |
Item 1.
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(a) |
Name of Issuer |
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Growlife, Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices |
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11335 NE 122nd Way, Suite 105
Kirkland, WA 98034 |
Item 2.
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(a) |
Name of Person Filing |
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Silverback Capital Corporation |
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(b) |
Address of Principal Business Office or, if none, Residence |
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614 North Dupont Highway, Suite 210
Dover, Delaware, 19901 |
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(d) |
Title of Class of Securities |
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Common stock, $0.0001 par value per share |
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(e) |
CUSIP Number |
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39985X203 |
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
☐ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
☐ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
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(k) |
☐ |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
Amount beneficially owned: |
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(b) |
Percent of class: 9.99%(1)(2) |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: 3,662,761(2) |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 3,662,761(2) |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o .
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
N/A
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
N/A
Item 8. |
Identification and Classification of Members of the Group |
N/A
Item 9. |
Notice of Dissolution of Group |
N/A
FOOTNOTES
(1) |
* Based on 33,001,515 shares outstanding (after conversion to reach 9.99%) on June 1, 2023
(as reported by the OTC Markets Group Inc. on June 12, 2023). |
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(2) |
See attach note # 1. |
Item 10. |
Certification |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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Silverback Capital Corporation |
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Date: June 12, 2022 |
By: |
/s/ Gillian Gold |
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Name: Gillian Gold |
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Title: Manager |
Attention: |
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
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