Filing Details
- Accession Number:
- 0001213900-17-001813
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-27 16:59:59
- Filed By:
- L2 Capital, Llc
- Company:
- Grow Solutions Holdings Inc. (OTCMKTS:GRSO)
- Filing Date:
- 2017-02-27
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| L | 4,624,944 | 0 | 4,624,944 | 0 | 4,624,944 | 9.99% |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
Grow Solutions Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
399844109
(CUSIP Number)
L2 Capital, LLC
8900 State Line Rd., Suite 410
Leawood, KS 66206
1-816-621-3400
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 2017
(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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 399844109 | 13G | Page 2 of 5 Pages |
| 1. | NAMES
OF REPORTING PERSONS EIN #81-4411195 | |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| 3. | SEC
USE ONLY | |||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America, State of Kansas |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 4,624,944 | ||
| 6. | SHARED
VOTING POWER 0 | |||
| 7. | SOLE
DISPOSITIVE POWER 4,624,944 | |||
| 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%1 | |||
| 12. | TYPE
OF REPORTING PERSON (see instructions) Accredited Investor |
1 This percentage is calculated based on approximately 46,716,612 shares of common stock outstanding as of February 17, 2017. As of February 17, 2017, L2 Capital, LLC (“L2”) was deemed to have beneficially owned 9.99% of the common stock of Grow Solutions Holdings, Inc. (“Company”), as a result of L2’s ownership of that certain convertible promissory note, which gives L2 the rights to own an aggregate number of shares of the Company’s common stock in an amount not to exceed 9.99% of shares of common stock then outstanding.
| CUSIP No. 399844109 | 13G | Page 3 of 5 Pages |
Item 1.
| (a) | Name
of Issuer Grow Solutions Holdings, Inc. | |
| (b) | Address
of Issuer’s Principal Executive Offices 1111 Broadway, Suite 406, Denver, CO 80203 |
Item 2.
| (a) | Name
of Person Filing L2 Capital, LLC | |
| (b) | Address
of the Principal Office or, if none, residence 8900 State Line Rd., Suite 410, Leawood, KS 66206 | |
| (c) | Citizenship United States of America | |
| (d) | Title
of Class of Securities Common Stock | |
| (e) | CUSIP
Number 399844109 |
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:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| CUSIP No. 399844109 | 13G | Page 4 of 5 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 4,624,944 | |||
| (b) | Percent of class: 9.99% | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 4,624,944 | |||
| (ii) | Shared power to vote or to direct the vote 0 | |||
| (iii) | Sole power to dispose or to direct the disposition of 4,624,944 | |||
| (iv) | Shared power to dispose or to direct the disposition of 0 | |||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 ☐.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
| CUSIP No. 399844109 | 13G | Page 5 of 5 Pages |
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | ||
| 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. | |||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | ||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
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.
February 27, 2017 | |
| Date | |
/s/ Adam Long | |
| Signature | |
Adam Long, Managing Partner | |
| Name/Title |