UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May
31, 2019
GROM SOCIAL ENTERPRISES, INC.
(Exact name of registrant as specified in
its charter)
Florida
(State or other
jurisdiction of incorporation)
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000-55585
(Commission
File Number)
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46-5542401
(I.R.S. Employer
Identification No.)
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2060 NW Boca Raton Blvd., #6
Boca Raton, FL 33431
(Address of principal executive offices)
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33431
(Zip Code)
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Registrant’s telephone number, including area code:
(561)
287-5776
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (
see
General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock,
par value $0.001 per share
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GRMM
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OTCQB
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
þ
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 12, 2019, Grom Social Enterprises,
Inc., a Florida corporation (the “Company”), filed Articles of Amendment (the “Charter Amendment”) to the
Company’s Articles of Incorporation (as amended to date, the “Articles of Incorporation”) with the Secretary
of State of the State of Florida. Reference is made to the disclosure set forth under Item 5.07 below, which disclosure is incorporated
herein by reference.
The Charter Amendment is filed as Exhibit
3.1 hereto and incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On or around May 1, 2019, the Company mailed
a Consent Solicitation Statement to its shareholders as of the record date of April 5, 2019 (the “Record Date”), seeking
the written consent of the shareholders holding a majority of the Company’s voting equity to authorize and approve a proposal
to file the Charter Amendment, in order to the amend the Company’s Articles of Incorporation to increase the Company’s
number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), from 200,000,000 shares to
500,000,000 shares. The filing of the Charter Amendment was previously authorized by the Company’s Board of Directors on
April 4, 2019, subject to stockholder approval.
As of the Record Date, the Company had
141,069,910 shares of Common Stock issued and outstanding. Therefore, the Company needed written consents from shareholders holding
at least 70,534,956 votes in order to proceed with filing the Charter Amendment with the Florida Secretary of State.
The holders of the Company’s Common
Stock as of the Record Date were given until May 31, 2019 to return their written consents. As of May 31, 2019, the Company had
received the following written consents:
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Votes For: 80,652,072
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Votes Against: 3,270,557
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Abstain: 344,500
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As a result, as of May 31, 2019, the Company had received a sufficient number of written consents in favor of proposal to file
the Charter Amendment.
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Item 8.01.
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Additional Events.
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As previously reported, on February 22,
2019 and March 22, 2019, the Company sold an aggregate of 800,000 shares of the Company’s 10% Series A convertible preferred
stock, par value $0.001 per share (“Series A Preferred Stock”), to two purchasers. In connection with these transactions,
each of the purchasers were also entitled to receive an additional 2,000,000 shares of the Company’s Common Stock. Pursuant
to the Company’s charter documents, the holders of the Company’s Series A Preferred Stock have the right to vote together
with the holders of the Company’s Common Stock on an as-converted basis, with five votes for each share of Series A Preferred
Stock. Neither the 800,000 shares of Series A Preferred Stock, nor the additional 4,000,000 shares of Common Stock, were issued
to the purchasers prior to the Record Date. Therefore, these shares were not included for the purposes of obtaining written consents
as described in Item 5.07 above.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: June 18, 2019
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GROM SOCIAL ENTERPRISES, INC
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By:
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/s/ Melvin Leiner
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Name:
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Melvin Leiner
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Title:
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Chief Financial Officer
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Exhibit 3.1
June 13, 2019
FLORIDA DEPARTMENT OF STATE
Division of Corporations
GROM
SOCIAL ENTERPRISES, INC.
2060
NW BOCA RATON BLVD. #6
BOCA RATON, FL 33431
Re: Document Number P14000065450
The Articles of Amendment to the Articles of Incorporation
of GROM SOCIAL ENTERPRISES, INC., a Florida corporation, were filed on June 12, 2019.
This document was electronically received and filed
under FAX audit number H19000179710.
Should you have any questions regarding this matter,
please telephone (850) 245-6050, the Amendment Filing Section.
Tracy L Lemieux
Regulatory Specialist II
Division of Corporations Letter
Number: 119A00011635
P.O BOX 6327 —
Tallahassee, Florida 32314
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GROM SOCIAL ENTERPRISES, INC.
Under
Section 607.1001 of the Florida Business Corporation Act
GROM
SOCIAL ENTERPRISES, INC., a corporation organized and existing under and by virtue of the Florida Business Corporation Act of
the State of Florida (the "
Corporation
"), does hereby certify:
FIRST:
The name under which the
Corporation was originally incorporated was Illumination America, Inc.
SECOND:
The date on which the Articles
of Incorporation of the Corporation were originally filed with the Secretary of State of the State of Florida was April 24, 2014.
THIRD:
The Board of Directors of
the Corporation, acting in accordance with the provisions of Section 607.0704 of the Florida Business Corporation Act, adopted
resolutions to amend the first sentence of ARTICLE
I
of the Articles of Incorporation of the Corporation, as previously
amended, to read in its entirety as follows:
"I. CAPITAL STOCK
The aggregate number of shares which
the corporation shall have authority to issue is five hundred twenty five million (525,000,000) shares, of which five hundred million
(500,000,000) shall be Common Shares, $0.001 par value per share and twenty five million (25,000,000) shall be Preferred Shares,
$0.001 par value per share, and the designations, preferences, limitations and relative rights of the shares of each such class
are as follows:"
FOURTH:
These Articles of Amendment
to Articles of Incorporation were submitted to the shareholders of the Corporation and were duly approved by the required vote
of the shareholders of the Corporation in accordance with Section 607.0704 of the Florida Business Corporation Act.
FIFTH:
These Articles of Amendment
are adopted by the Corporation as of the date they were executed below.
IN WITNESS WHEREOF,
Grom Social Enterprises, Inc. has caused these Articles of Amendment to be signed by its Chief Executive Officer as of May 31,
2019.
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GROM SOCIAL ENTERPRISES, INC.
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DarrenMarks
Chief Executive Officer
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