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): July 15, 2021     

 

GROM SOCIAL ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

Florida 001-40409 46-5542401

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

  

2060 NW Boca Raton Blvd. #6
Boca Raton, Florida 33431
(Address of principal executive offices)

 

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 Company under any of the following provisions:

 

☐ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered
Common Stock, par value $0.001 GROM The Nasdaq Capital Market
Warrants to purchase shares of Common Stock, par value $0.001 per share GROMW The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

 

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. ☐

 

 

 

     

 

 

Item 8.01. Other Events.

 

As previously reported, on June 21, 2021 (the “Closing Date”), Grom Social Enterprises, Inc., a Florida corporation (the “Company”), sold an aggregate of 2,409,639 units (the “Units”), at a price to the public of $4.15 per Unit (the “Offering”), each Unit consisting of one share (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase one share of Common Stock at an exercise price of $4.565 per share (the “Warrants”), pursuant to that certain Underwriting Agreement, dated as of June 16, 2021 (the “Underwriting Agreement”), between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative (“EF Hutton”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted EF Hutton a 45-day option (the “Over-Allotment Option”) to purchase up to 361,445 additional Units of Shares and Warrants, to cover over-allotments in connection with the Offering, which EF Hutton exercised with respect to Warrants exercisable for up to an additional 361,445 shares of Common Stock on the Closing Date.

 

On July 15, 2021, EF Hutton exercised in full the Over-Allotment Option with respect to all 361,445 additional Shares of the Company’s Common Stock.

 

After giving effect to the full exercise of the Over-Allotment Option, the total number of Units sold by the Company in the Offering was 2,771,084, for total gross proceeds to the Company of approximately $11,500,000, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

 

On July 15, 2021, the Company issued a press release announcing the full exercise and closing of the Over-Allotment option. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release, dated July 15, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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.

 

 

  GROM SOCIAL ENTERPRISES, INC.

   
   
Date: July 15, 2021 By:  /s/ Darren Marks
   

Darren Marks

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

Grom Social Enterprises, Inc. Announces Full Exercise of Over-Allotment Option in Public Offering

 

BOCA RATON, July 15, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Grom Social Enterprises, Inc. (NASDAQ: GROM) (“Grom”, the “Company”) a social media platform and original content provider for children under the age of 13, today announced that the underwriters of its previously completed public offering have exercised the remainder of their over-allotment option to purchase an additional 361,445 shares. The 45-day over-allotment option was granted in connection with the Company’s previously announced underwritten public offering of 2,409,639 units at a public offering price of $4.15 per unit After giving effect to the full exercise of the over-allotment option, the total number of units sold by the Company in the offering increased to 2,711,084 units, resulting in aggregate gross proceeds of approximately $11.5 million prior to deducting underwriting discounts, commissions, and other offering expenses. Each unit issued in the offering was comprised of one share of common stock and one warrant to purchase one share of common stock. Each warrant is exercisable for one share of common stock at an exercise price of $4.565 per share and will expire five years from issuance.

 

EF Hutton, division of Benchmark Investments, LLC, acted as sole book-running manager and Revere Securities LLC acted as co-manager for the offering.

 

The Securities and Exchange Commission ("SEC") declared effective a registration statement on Form S-1 (File No. 333-253154) relating to these securities on June 16, 2021. A final prospectus relating to this offering was filed with the SEC on June 21, 2021. The offering was made only by means of a prospectus, copies of which may be obtained, when available, from: EF Hutton, division of Benchmark Investments LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicategroup@efhuttongroup.com or telephone at (212) 404-7002.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Grom Social Enterprises, Inc.

 

Grom Social Enterprises, Inc. is a social media platform and original content provider of entertainment for children under 13 years of age; providing safe and secure digital environments for kids that can be monitored by their parents or guardians. The Company has several operating subsidiaries, including Grom Social, which delivers its content through mobile and desktop environments (web portal and apps) that entertain children, let them interact with friends, access relevant news, and play proprietary games, while teaching them about being a good digital citizen. The Company owns and operates Top Draw Animation, Inc., which produces award-winning animation content for some of the largest international media companies in the world. The Company also includes Grom Educational Services, which has provided web filtering services for K-12 schools, government and private business. For more information, please visit gromsocial.com.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements about Grom Social Enterprises Inc.’s activities that are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods, and other risks set forth in the Company's filings with the SEC, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including, but not limited to general stock market conditions. We have incurred and will continue to incur significant expenses in the expansion of our service lines, noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long-term. All forward-looking statements speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this press release are reasonable, we cannot assure shareholders and potential investors that these plans, intentions or expectations will be achieved. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

Contact:

INVESTOR RELATIONS

(561) 287-5776

 

Investor Relations Contact:

TraDigital IR

John McNamara

+1-917-658-2602

john@tradigitalir.com