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Item 9A. Controls and Procedures

2021-03-29 compared with 2020-03-27 · 355 added, 250 removed, 63 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”)) that are designed to be effective in providing reasonable assurance that information

required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time

periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management

to allow timely decisions regarding required disclosure.

designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives.

the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be

considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can

provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or

The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the

SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

As of December 31, 2020, an evaluation

was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief

Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)

of the Exchange Act).

Based on this evaluation, such officers have concluded that our disclosure controls and procedures were not

effective as of December 31, 2020 (the “Evaluation Date”), because of the material weaknesses in our internal control

over financial reporting described below.

Management’s Report on Internal Control Over Financial

Management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“the COSO framework”).

Our internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our

financial statements for external purposes in accordance with GAAP.

An effective internal control system, no

matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore

can provide only reasonable assurance with respect to reliable financial reporting.

Because of its inherent limitations, our internal

control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention

or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance with respect to the preparation

and fair presentation of financial statements.

Management, including our Chief Executive

Officer and Chief Financial Officer, assessed the Company’s internal control over financial reporting and concluded that

they were not effective as of December 31, 2020.

In making this assessment, management used

the criteria set forth by the COSO framework.

Based on evaluation under these criteria, management determined, based upon the existence

of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of

the Evaluation Date.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual

or interim financial statements would not be prevented or detected on a timely basis.

Controls Environment

The Company did not design and implement

effective control activities based on the criteria established in the COSO framework.

Specifically, these control deficiencies

constitute material weaknesses, either individually or in the aggregate, relating to:

(i) selecting and developing control activities

and information technology that contribute to the mitigation of risks and support achievement of objectives;

and (ii) deploying

control activities through policies that establish what is expected and procedures that put policies into action.

The following were contributing factors

to the material weaknesses in control activities:

● Insufficient resources within the accounting

and financial reporting department to review the accounting for warrant compensation accounting, share-based compensation accounting,

and accounting for rebates.

● Inadequate segregation of duties within

the bank accounts.

● Ineffective information technology general

controls (ITGCs) in the areas of user access over certain information technology (IT) systems that support the Company’s

financial reporting processes.

Deficiencies in control activities contributed

to material accounting errors identified and corrected through 2020 and prior years.

These design deficiencies in control activities

contributed to the potential for there to have been material accounting errors in multiple financial statement account balances

and disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control

over financial reporting during the most recent fiscal quarter, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting, except for the implementation of remediation plans for the deficiency to

address the material weakness identified.

Remediation Plan and Status

Our remediation efforts are ongoing and we will continue our

initiatives to implement and document policies, procedures, and internal controls.

Remediation of the identified material

weaknesses and strengthening our internal control environment will require a substantial effort throughout 2021 and beyond, as

We will test the ongoing operating effectiveness of the new and existing controls in future periods.

The material weaknesses

cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management

has concluded, through testing, that these controls are operating effectively.

While we believe the steps taken to date

and those planned for implementation will improve the effectiveness of our internal control over financial reporting, we have not

completed all remediation efforts identified herein.

Accordingly, as we continue to monitor the effectiveness of our internal control

over financial reporting in the areas affected by the material weaknesses described above, we have and will continue to perform

additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional

tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects.

Inherent Limitations on Effectiveness of Controls

Management, including our CEO, does not

expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource

constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all

control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances

of fraud, if any, within our organization have been or will be prevented or detected.

These inherent limitations include the

realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override

of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation

of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation

of our disclosure controls and procedures.

Based upon that evaluation, management concluded that our disclosure controls and procedures

were effective as of December 31, 2019 to cause the information required to be disclosed by us in reports that we file or

submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that

such information is accumulated and communicated to management, including our chief executive officer and principal financial

officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s

Report on Internal Control Over Financial Reporting

required by the SEC rules and regulations for the implementation of Section 404 of the Sarbanes-Oxley Act, our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated

financial statements for external reporting purposes in accordance with U.S.

Our internal control over financial reporting

includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S.

GAAP, and that our

receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

making the assessments on the effectiveness of our internal controls over financial reporting as of December 31, 2019, management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control

Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we maintained effective

internal controls over financial reporting as of December 31, 2019.

Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

As an emerging growth company, management’s report is not subject to attestation by our registered

public accounting firm.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the most recent fiscal quarter, that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, internal controls may

become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies

or procedures.

Other Information.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

than provided below, the information required by Items 401, 405, 406 and 407 (c)(3);

(d)(4) and (d)(5) of Regulation S-K

is incorporated into this Annual Report on Form 10-K by reference to the Company’s Definitive Proxy Statement for its 2020

Annual Meeting of Shareholders to be filed within 120 days following December 31, 2019.

directors of the Company hold office for one-year terms until the election and qualification of their successors.

appointed by our Board and serve at the discretion of the board, subject to applicable employment agreements.

The following table

sets forth information regarding our executive officers and the members of our Board.

Executive Officer and Director

Operating Officer, Executive VP

Financial Officer and Secretary

Lampert has been our Chief Executive Officer and a Director since our inception in 2014.

Lampert began his career

in 1986 as a founding member of the law firm of Lampert and Lampert (1986-1999), where he concentrated on securities litigation,

NASD (now FINRA) compliance and arbitration and corporate finance matters.

Lampert has represented clients in actions and

investigations brought before government agencies and self-regulatory bodies.

Lampert has spent 15 years working

as a portfolio manager and proprietary trader at Schonfeld Securities (1999-2005), Schottenfeld Group (2007) and Incremental Capital

Other than provided below, the information

required by Items 401, 405, 406 and 407 (c)(3);

(d)(4) and (d)(5) of Regulation S-K is incorporated into this Annual Report

on Form 10-K by reference to the Company’s Definitive Proxy Statement for its 2021 Annual Meeting of Shareholders to be filed

within 120 days following December 31, 2020.

All directors of the Company hold office

for one-year terms until the election and qualification of their successors.

Officers are appointed by our Board and serve at the

discretion of the board, subject to applicable employment agreements.

The following table sets forth information regarding our

executive officers and the members of our Board.

Darren Lampert

Chief Executive Officer and Director

Michael Salaman

President and Director

Tony Sullivan

Chief Operating Officer, Executive Vice President

Monty Lamirato

Chief Financial Officer and Secretary

Stephen Aiello

Paul Ciasullo

Darren Lampert has been our

Chief Executive Officer and a Director since our inception in 2014.

Lampert began his career in 1986 as a founding member of

the law firm of Lampert and Lampert (1986-1999), where he concentrated on securities litigation, NASD (now FINRA) compliance and

arbitration and corporate finance matters.

Lampert has represented clients in actions and investigations brought before government

agencies and self-regulatory bodies.

Lampert has spent 15 years working as a portfolio manager and proprietary trader at Schonfeld

Securities (1999-2005), Schottenfeld Group (2007) and Incremental Capital (2008-2010).

From 2010 to 2014, Mr.

Lampert was a private investor.

Lampert graduated in 1982 with a Bachelor of Science degree

in business administration from Ithaca College.

Lampert received a JD from Bridgeport University School of Law in 1985.

Lampert was admitted to practice law in New York in 1986 and is also admitted to practice before the United States District Courts

for the Southern and Eastern Districts of New York.

Michael Salaman has been our President

and a Director since our inception.

Lampert was a private

Lampert graduated in 1982 with a Bachelor of Science degree in business administration from Ithaca College.

received a JD from Bridgeport University School of Law in 1985.

Lampert was admitted to practice law in New York in 1986 and

is also admitted to practice before the United States District Courts for the Southern and Eastern Districts of New York.

Michael Salaman has been our

President and a Director since our inception.

Salaman served as the Chairman of Skinny Nutritional Corp.

from January 2002 to March 2014

and as Chief Executive Officer and President of Skinny Nutritional Corp.

from January 2002

to March 2014 and as Chief Executive Officer and President of Skinny Nutritional Corp.

from June 2010 to March 2014.

He also served as Chief

Executive Officer of Skinny Nutritional Corp.

He also served

as Chief Executive Officer of Skinny Nutritional Corp.

Skinny Nutritional Corp.

filed for Chapter 11 Bankruptcy protection in 2013 and the

assets were sold to a private equity firm in March 2014.

filed for Chapter 11 Bankruptcy protection in 2013

and the assets were sold to a private equity firm in March 2014.

Salaman has over 20 years’

experience in the area of start-ups,

new product development, distribution and marketing.

Salaman began his business career as Vice President of Business Development

for National Media Corp., an infomercial marketing company in the United States from 1985-1993.

experience in the area of

start-ups, new product development, distribution and marketing.

Salaman began his business career as Vice President of Business

Development for National Media Corp., an infomercial marketing company in the United States from 1985-1993.

From 1995-2001, Mr.

Salaman started

a Digital Media company called American Interactive Media, Inc., a developer of Web TV set-top boxes and ISP services.

Salaman became the principal officer of that entity and directed its operations as a marketing and distribution company and

in 2005 focused its efforts in the enhanced water business.

Salaman received a Bachelor of Business Administration degree in

business from Temple University in 1986.

Sullivan joined the Company as Chief Operating Officer and Executive Vice President in November 2019.

From 2017 to recently,

Sullivan served as Executive Vice President and Chief Operating Officer of Forman Mills, a $300 million Private

Equity sponsored business.

From 2015 to 2017, he was Senior Vice President Operations for Dollar Express, a $500 million carve-out

of 330 Family Dollar stores in 36 states, Private Equity sponsored business.

From 2006 to 2015, he was employed at Anna’s Linens

for 9+ years where he served in several operating roles, most recently as SVP, Chief Operating Officer.

Salaman started a Digital Media company called American Interactive Media, Inc., a developer of Web TV set-top boxes and ISP services.

Salaman became the principal officer of that entity and directed its operations as a marketing and distribution company

and in 2005 focused its efforts in the enhanced water business.

Salaman received a Bachelor of Business Administration degree

in business from Temple University in 1986.

Tony Sullivan joined the Company

as Chief Operating Officer and Executive Vice President in November 2019.

From 2017 to recently, Mr.

Sullivan served as Executive

Vice President and Chief Operating Officer of Forman Mills, a $300 million Private Equity sponsored business.

2015 to 2017, he was Senior Vice President Operations for Dollar Express, a $500 million carve-out of 330 Family Dollar

stores in 36 states, Private Equity sponsored business.

From 2006 to 2015, he was employed at Anna’s Linens for 9+ years

where he served in several operating roles, most recently as SVP, Chief Operating Officer.

Previously Mr.

served for 20+ years at Foot Locker Inc.

Sullivan served for

20+ years at Foot Locker Inc.

leading 2100 + stores, 3 Divisions (Foot Locker, Kids Foot Locker and Foot Action) over $2.5B in

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dominance in start-ups, private, PE-backed, and public companies with revenues up to $2.5 billion.

Lamirato joined the Company as Chief Financial Officer and Secretary in May 2017.

From March 2009 to just prior to joining GrowGen, Mr.

Lamirato worked as an independent consultant providing chief financial officer

and financial reporting consulting services to companies of various sizes in a variety of industries.

In this capacity, he prepared

and reviewed SEC filings and GAAP-compliant financial statements, provided technical accounting assistance, designed and developed

inventory and logistics systems for inventory management, developed scalable accounting and reporting systems, internal accounting

controls and annual budgets and evaluated short-term investment alternatives for idle cash.

From March 2013 until November 2016,

Lamirato served as Chief Financial Officer of Strategic Environmental & Energy Resources, Inc., a publicly traded holding

company that provides a wide range of environmental, renewable fuels and industrial waste stream management services, where he

was responsible for all SEC filings, prepared all GAAP and SEC compliant financial statements and developed financial and operating

metrics and other key performance indicators for evaluation of business results by management.

Lamirato has also served as

Chief Financial Officer and Treasurer of ARC Group Worldwide, Inc.

from June 2001 to March 2009, Vice President of Finance at

GS2.net, LLC from November 2000 to May 2001, and also Vice President of Finance for PlanetOutdoors.com, Inc.

from June 1999 to

October 2000.

He began his career as an audit staff member with Coopers & Lybrand in 1977, where he remained until he served

as an Audit Manager and Audit Partner with Mitchell Finley and Company, P.C.

from 1986 to 1993.

Lamirato received a Bachelor

of Science, cum laude, from Regis College in Denver and is a Certified Public Accountant.

Aiello has been a Director of the Company since May 2014.

Monty Lamirato joined

the Company as Chief Financial Officer and Secretary in May 2017.

From March 2009 to just prior to joining the Company, Mr.

worked as an independent consultant providing chief financial officer and financial reporting consulting services to companies

of various sizes in a variety of industries.

In this capacity, he prepared and reviewed SEC filings and GAAP-compliant financial

statements, provided technical accounting assistance, designed and developed inventory and logistics systems for inventory management,

developed scalable accounting and reporting systems, internal accounting controls and annual budgets and evaluated short-term investment

alternatives for idle cash.

From March 2013 until November 2016, Mr.

Lamirato served as Chief Financial Officer of Strategic Environmental

& Energy Resources, Inc., a publicly traded holding company that provides a wide range of environmental, renewable fuels and

industrial waste stream management services, where he was responsible for all SEC filings, prepared all GAAP and SEC compliant

financial statements and developed financial and operating metrics and other key performance indicators for evaluation of business

results by management.

Lamirato has also served as Chief Financial Officer and Treasurer of ARC Group Worldwide, Inc.

June 2001 to March 2009, Vice President of Finance at GS2.net, LLC from November 2000 to May 2001, and also Vice President of Finance

for PlanetOutdoors.com, Inc.

from June 1999 to October 2000.

He began his career as an audit staff member with Coopers & Lybrand

in 1977, where he remained until he served as an Audit Manager and Audit Partner with Mitchell Finley and Company, P.C.

Lamirato received a Bachelor of Science, cum laude, from Regis College in Denver and is a Certified Public Accountant.

Stephen Aiello has been a Director

of the Company since May 2014.

Aiello was a partner at Jones and Company from 2004-2008.

From 2001-2003, he worked at 033 Asset Management.

From 2001-2003, he worked at 033 Asset

From 1986-2001, he was a partner at Montgomery Securities.

Aiello received

in Psychology from Ithaca College and an MBA from Fordham University.

Aiello received a B.A.

in Psychology from Ithaca College

and an MBA from Fordham University.

Since 2010, Mr.

Aiello has been a private investor

and owner of real estate properties.

Rosenberg has been a Director of the Company since July 2017.

He has about 30 years

of experience in the financial services industry, specifically in leveraged finance, capital markets, strategic advisory, private

equity and asset management.

Throughout his career, he has executed capital raising, mergers and acquisitions, and restructuring

transactions.

Rosenberg was previously with Duff & Phelps as a Managing Director in the Consumer and Retail Merger and

Acquisitions Group.

Prior to Duff & Phelps, Mr.

Rosenberg was a Managing Director with Wells Fargo Securities, where he was

responsible for sourcing and executing financing and mergers and acquisitions transactions for independent and financial sponsor-backed

middle market companies.

Previously, Mr.

Rosenberg established and managed the San Francisco office for Barrington Associates,

a boutique mergers and acquisitions advisory firm.

At Barrington, he completed divestiture and recapitalization transactions in

the consumer, retail, industrial and business services sectors and was responsible for coverage of middle market private equity

Prior to Barrington, Mr.

Rosenberg was a Director at Salomon Smith Barney, focusing on corporate finance and mergers and

acquisitions transactions for West Coast consumer product, specialty retail, financial services and industrial companies.

Rosenberg has also held positions at Richard C.

Blum & Associates (now BLUM Capital) and Comann, Howard & Flamen.

magna cum laude from the University of Colorado with a B.S.

degree in Business and Administration and was a member of the Beta

Gamma Sigma academic honor society.

Rosenberg holds Series 7, 24, and 63 securities industry registrations.

Aiello has been a private investor and owner of real estate properties.

Paul Ciasullo has been a Director

of the Company since May 2020.

He has also been a board member of Leafline Labs, LLC since 2018, which is a provider, manufacturer

and distributor of medical cannabis in Minnesota.

Ciasullo founded Wallstreet Research Solutions, LLC, which

provided sales, marketing and customer account services primarily in partnership with and to build a fixed income research firm

specializing in bond and loan covenants called Covenant Review, LLC (with which he had been working to build the business since

Covenant Review and Wallstreet Research Solutions merged and later re-branded as Fulcrum Financial Data LLC and Mr.

Ciasullo acted as President of Global Marketing and Sales and was a board member from 2014 to 2018 when the company was sold to

Fitch Ratings Services.

While working with Covenant Review, Mr.

Ciasullo built a sales force in the U.S.

and London including

assimilation of the purchase of a UK company Capital Structure Ltd where he was also on the Board.

From 2005 to 2006, Mr.

Ciasullo was a Managing Director at Soleil Securities Group Inc., responsible for developing a strategy for bringing alternative

research such as industry knowledge into a stock research environment.

Ciasullo was a founder of and acted as President

of CreditSights, Inc., an institutional investment research firm specializing in fixed income research for institutional investors

where, until 2004, he built a global salesforce after overseeing the design and build of the original website which was amongst

the first in the industry to deliver research over the internet.

Prior to that, Mr Ciasullo held a number of Managing Director

positions as head of trading at large brokerage firms.

Ciasullo graduated from Brown University in 1981 with a Bachelor

of Arts in Economics and International Relations.

Stiefel has been a Director of the Company since January 2018.

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special situations investment strategy.

Stiefel had previously served as an associate within an equity long/short fund at

Millennium Partners, and he began his career as an equities trading analyst for Barclays Capital.

He is a graduate of the University

of Southern California’s Marshall school of Business.

Stiefel had previously served as an associate within an equity long/short fund at Millennium

Partners, and he began his career as an equities trading analyst for Barclays Capital.

He is a graduate of the University of Southern

California’s Marshall school of Business.

EXECUTIVE COMPENSATION

information required by Item 402 of Regulation S-K is incorporated into this Annual Report Form 10-K by reference to the Definitive

Proxy Statement for its 2020 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2019.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by Item 201(d) and Item 403 of Regulation S-K is incorporated into this Annual Report Form 10-K by reference

to the Definitive Proxy Statement for its 2020 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2019.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

information required by Items 404 and 407(a) of Regulation S-K is incorporated into this Annual Report Form 10-K by reference

to the Definitive Proxy Statement for its 2020 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2019.

The information required by Item 402 of

Regulation S-K is incorporated into this Annual Report Form 10-K by reference to the Definitive Proxy Statement for its 2021 Annual

Meeting of Shareholders to be filed within 120 days following December 31, 2020.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 201(d)

and Item 403 of Regulation S-K is incorporated into this Annual Report Form 10-K by reference to the Definitive Proxy Statement

for its 2021 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AND DIRECTOR INDEPENDENCE

The information required by Items 404 and

407(a) of Regulation S-K is incorporated into this Annual Report Form 10-K by reference to the Definitive Proxy Statement for its

2021 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2020.

PRINCIPAL ACCOUNTING FEES AND SERVICES

information required by Item 9(e) of Schedule 14A is incorporated into this Annual Report Form 10-K by reference to the Definitive

Proxy Statement for its 2020 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2019.

The information

required by Item 9(e) of Schedule 14A is incorporated into this Annual Report Form 10-K by reference to the Definitive Proxy Statement

for its 2021 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2020.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Certificate of Incorporation of GrowGeneration Corp.

(Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 as filed on November 9, 2015)

Amended and Restated Bylaws of GrowGeneration Corp.

of Incorporation of GrowGeneration Corp.

(Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form

S-1 as filed on November 9, 2015)

and Restated Bylaws of GrowGeneration Corp.

(Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on March 11, 2020

Form of Warrant for private placement in March 2017 (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on March 16, 2017)

Form of Investor Warrant for second 2017 private placement (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on May 19, 2017)

Form of Placement Agent Warrant ($2.75 Per Share) for second 2017 private placement (Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K as filed on May 19, 2017)

Form of .1% Unsecured Convertible Promissory Note for private placement in January 2018 (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K as filed on January 12, 2018)

Form of Warrant for private placement in January 2018 (Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K as filed on January 12, 2018)

Form of Promissory Note issued to Santa Rosa Hydroponics & Grower Supply, Inc.

(Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K as filed on July 16, 2018)

GrowGeneration Corp.

2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 as filed on November 9, 2015)

of Warrant for private placement in March 2017 (Incorporated by reference to Exhibit 99.2 to the Current Report on Form

8-K as filed on March 16, 2017)

of Investor Warrant for second 2017 private placement (Incorporated by reference to Exhibit 99.2 to the Current Report

on Form 8-K as filed on May 19, 2017)

of Placement Agent Warrant ($2.75 Per Share) for second 2017 private placement (Incorporated by reference to Exhibit 99.4

to the Current Report on Form 8-K as filed on May 19, 2017)

of .1% Unsecured Convertible Promissory Note for private placement in January 2018 (Incorporated by reference to Exhibit 99.3

to the Current Report on Form 8-K as filed on January 12, 2018)

of Warrant for private placement in January 2018 (Incorporated by reference to Exhibit 99.4 to the Current Report on

Form 8-K as filed on January 12, 2018)

of Promissory Note issued to Santa Rosa Hydroponics & Grower Supply, Inc.

(Incorporated by reference to Exhibit 99.3 to

the Current Report on Form 8-K as filed on July 16, 2018)

GrowGeneration

2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1

as filed on November 9, 2015)

of GrowGeneration Corp.

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GrowGeneration Corp.

Amended and Restated 2018 Equity Incentive Plan (Filed herewith)

Amended and Restated 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K for fiscal year ended December 31, 2019 as filed on March 27, 2020)

Form of GrowGeneration Corp.

Stock Option Agreement in connection with the Amended and Restated 2018 Equity Incentive Plan (Filed herewith)

Form of Securities Purchase Agreement for first 2017 private placement (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on March 16, 2017)

Stock Option Agreement in connection with the Amended and Restated 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K for fiscal year ended December 31, 2019 as filed on March 27, 2020)

of Securities Purchase Agreement for first 2017 private placement (Incorporated by reference to Exhibit 99.1 to the Current

Report on Form 8-K as filed on March 16, 2017)

Form of Subscription Agreement for second 2017 private placement (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on May 19, 2017)

Form of Securities Purchase Agreement for 2018 private placement (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on January 12, 2018)

Form of Supplement to Securities Purchase Agreement for 2018 private placement (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on January 12, 2018)

Form of Asset Purchase Agreement, dated April 12, 2018, by and among GrowGeneration, Corp., GrowGeneration Michigan Corp.

and Superior Growers Supply, Inc.

of Securities Purchase Agreement for 2018 private placement (Incorporated by reference to Exhibit 99.1 to the Current

Report on Form 8-K as filed on January 12, 2018)

of Supplement to Securities Purchase Agreement for 2018 private placement (Incorporated by reference to Exhibit 99.2 to the Current

Report on Form 8-K as filed on January 12, 2018)

of Asset Purchase Agreement, dated April 12, 2018, by and among GrowGeneration, Corp., GrowGeneration Michigan Corp.

Growers Supply, Inc.

(Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on April 16,

Form of Securities Purchase Agreement for second 2018 private placement (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on May 9, 2018)

Form of Side Letter by and between GrowGeneration Corp.

of Securities Purchase Agreement for second 2018 private placement (Incorporated by reference to Exhibit 99.1 to the Current

Report on Form 8-K as filed on May 9, 2018)

of Side Letter by and between GrowGeneration Corp.

and Gotham Green Fund 1, L.P.

(Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on May 9, 2018)

Form of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K as filed on May 9, 2018)

Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 as filed on November 9, 2015)

Consulting Agreement with Merida Capital Partners, LP, dated April 3, 2017 (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on April 5, 2017)

Separation and Release Agreement with Jason Dawson, dated April 10, 2017 (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on April 14, 2017)

Form of Revised Asset Purchase Agreement, dated June 28, 2018, by and among GrowGeneration Corp., Santa Rosa Hydroponics & Grower Supply Inc., Rick Barretta and Jason Barretta (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on July 16, 2018)

Form of Amendment to Revised Asset Purchase Agreement, dated July 13, 2018 (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on July 16, 2018)

Form of Asset Purchase Agreement, dated August 30, 2018, by and among GrowGeneration Corp., GrowGeneration HG Corp.

and Virgus, Inc.

(Incorporated by reference to Exhibit 99.2

to the Current Report on Form 8-K as filed on May 9, 2018)

of Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K as filed

on May 9, 2018)

of Indemnification Agreement (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 as

filed on November 9, 2015)

Agreement with Merida Capital Partners, LP, dated April 3, 2017 (Incorporated by reference to Exhibit 99.1 to the Current

Report on Form 8-K as filed on April 5, 2017)

and Release Agreement with Jason Dawson, dated April 10, 2017 (Incorporated by reference to Exhibit 99.2 to the Current

Report on Form 8-K as filed on April 14, 2017)

of Revised Asset Purchase Agreement, dated June 28, 2018, by and among GrowGeneration Corp., Santa Rosa Hydroponics &

Grower Supply Inc., Rick Barretta and Jason Barretta (Incorporated by reference to Exhibit 99.1 to the Current Report

on Form 8-K as filed on July 16, 2018)

of Amendment to Revised Asset Purchase Agreement, dated July 13, 2018 (Incorporated by reference to Exhibit 99.2 to the Current

Report on Form 8-K as filed on July 16, 2018)

of Asset Purchase Agreement, dated August 30, 2018, by and among GrowGeneration Corp., GrowGeneration HG Corp.

d/b/a/ Heavy Gardens (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on September

Form of Asset Purchase Agreement, dated November 28, 2018, by and among GrowGeneration Corp., GrowGeneration Pueblo Corp.

and Chlorophyll, Inc.

of Asset Purchase Agreement, dated November 28, 2018, by and among GrowGeneration Corp., GrowGeneration Pueblo Corp.

and Chlorophyll,

(Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on January 22, 2019)

Form of Asset Purchase Agreement, dated January 26, 2019, by and among GrowGeneration Corp., GrowGeneration California Corp.

and Palm Springs Hydroponics, Inc.

(Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on February 12, 2019)

Form of Asset Purchase Agreement, dated January 26, 2019, by and among GrowGeneration Corp., GrowGeneration Nevada Corp.

and Reno Hydroponics, Inc.

of Asset Purchase Agreement, dated January 26, 2019, by and among GrowGeneration Corp., GrowGeneration California Corp.

Palm Springs Hydroponics, Inc.

(Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed

on February 12, 2019)

of Asset Purchase Agreement, dated January 26, 2019, by and among GrowGeneration Corp., GrowGeneration Nevada Corp.

Hydroponics, Inc.

(Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K as filed on February 12,

Form of Asset Purchase Agreement, dated April 23, 2019, by and among GrowGeneration Corp., GrowGeneration Rhode Island Corp.

and GreenLife Garden Supply Corp (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on May 14, 2019)

Form of Subscription Agreement for 2019 private placement (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on June 26, 2019)

Form of Subscription Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K as filed on June 26, 2019)

Employment Agreement dated November 4, 2019 between GrowGeneration Corp and Tony Sullivan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-Q as filed on November 12, 2019)

Form of Employment Agreement dated November 5, 2019 between GrowGeneration Corp and Monty Lamirato (Filed herewith)

Form of Employment Agreement dated March 23, 2020 between GrowGeneration Corp and Darren Lampert (Filed herewith)

Form of Employment Agreement dated March 23, 2020 between GrowGeneration Corp and Michael Salaman (Filed herewith)

Code of Ethics and Business Conduct for Officers, Directors and Employees (Filed herewith)

of Asset Purchase Agreement, dated April 23, 2019, by and among GrowGeneration Corp., GrowGeneration Rhode Island Corp.

GreenLife Garden Supply Corp (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed on

May 14, 2019)

of Subscription Agreement for 2019 private placement (Incorporated by reference to Exhibit 99.1 to the Current Report

on Form 8-K as filed on June 26, 2019)

of Subscription Warrant to Purchase Common Stock (Incorporated by reference to Exhibit 99.2 to the Current Report on

Form 8-K as filed on June 26, 2019)

Agreement dated November 4, 2019 between GrowGeneration Corp and Tony Sullivan (Incorporated by reference to Exhibit 10.1

to the Current Report on Form 10-Q as filed on November 12, 2019)

Form of Employment Agreement dated November 5, 2019 between GrowGeneration Corp and Monty Lamirato (Incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for fiscal year ended December 31, 2019 as filed on March 27, 2020)

List of Subsidiaries of GrowGeneration Corp.

(Filed herewith)

Consent of Connolly Grady & Cha, P.C.

(Filed herewith)

Charter of Audit Committee (Filed herewith)

Charter of Compensation Committee (Filed herewith)

Charter of Nominating and Corporate Governance Committee (Filed herewith)

XBRL Instance Document (Filed herewith.)

XBRL Taxonomy Extension Schema Document (Filed herewith.)

XBRL Taxonomy Extension Calculation Linkbase Document (Filed herewith.)

XBRL Taxonomy Extension Label Linkbase Document (Filed herewith.)

XBRL Taxonomy Extension Presentation Linkbase Document (Filed herewith.)

XBRL Taxonomy Extension Definition Linkbase Definition (Filed herewith.)

(Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K for fiscal year ended December 31, 2019 as filed on March 27, 2020)

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (Filed herewith.)

2 unchanged sentences

Section 1350 Certification of Principal Financial and Accounting Officer (Filed herewith.)

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned

thereunto duly authorized on March 27, 2020.

GROWGENERATION

Darren Lampert

XBRL Instance Document

(Filed herewith.)

XBRL Taxonomy Extension

Schema Document (Filed herewith.)

XBRL Taxonomy Extension

Calculation Linkbase Document (Filed herewith.)

XBRL Taxonomy Extension

Label Linkbase Document (Filed herewith.)

XBRL Taxonomy Extension

Presentation Linkbase Document (Filed herewith.)

XBRL Taxonomy Extension

Definition Linkbase Definition (Filed herewith.)

In accordance with the requirements of

the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized on

March 28, 2021.

GROWGENERATION CORP.

/s/ Darren Lampert

Darren Lampert

Executive Officer

Chief Executive Officer

(Principal Executive Officer)

Monty Lamirato

/s/ Monty Lamirato

Monty Lamirato

Financial Officer

Chief Financial Officer

(Principal Financial Officer)

ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors GrowGeneration Corp., a Colorado corporation (the “Registrant”),

KNOW ALL MEN BY THESE

PRESENTS, that we, the undersigned officers and directors GrowGeneration Corp., a Colorado corporation (the “Registrant”),

do hereby constitute and appoint Darren Lampert and Monty Lamirato, and each of them, as his or her true and lawful attorney-in-fact

3 unchanged sentences

and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in

connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming

that all said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause

to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the

following persons on behalf of the Registrant and in the capacities and on the dates indicated.

connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that

all said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be

done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on

behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Darren Lampert

Chief Executive Officer and Director

March 28, 2021

Darren Lampert

Executive Officer and Director

Executive Officer)

(Principal Executive Officer)

/s/ Monty Lamirato

Chief Financial Officer

March 28, 2021

Monty Lamirato

Financial Officer

Financial and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ Michael Salaman

President and Director

March 28, 2021

Michael Salaman

/s/ Stephen Aiello

March 28, 2021

Stephen Aiello

Peter Rosenberg

/s/ Paul Ciasullo

March 28, 2021

Paul Ciasullo

/s/ Sean Stiefel

March 28, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures