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): December 6, 2022
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 6, 2022, Grom Social Enterprises, Inc., a Florida corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Articles of Incorporation, as previously amended (“Articles of Incorporation”), with the Secretary of State of the State of Florida, to effect a reverse stock split of the Company’s common stock, $0.001 par value per share (“Common Stock”), at a rate of 1-for-30 (the “Reverse Stock Split”).
The Reverse Stock Split will be effective on December 9, 2022. The Common Stock and warrants (the “Warrants”) will be continued to be quoted on the Nasdaq Capital Market under the symbols “GROM” and “GROMW,” respectively, and will start trading on a post-split basis on December 9, 2022. The Company’s post-reverse split Common Stock and Warrants have new CUSIP numbers, 39878L407 and 39878L126, respectively, but the par value and all other terms of the Common Stock and Warrants were not affected by the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were rounded up to the nearest whole share.
The Company’s transfer agent, Equiniti Trust Company, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates of Common Stock.
As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms.
The foregoing description of the Amendment and the Reverse Stock Split set forth above does not purport to be complete and is qualified in its entirety by reference to the Amendment. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
|
3.1 |
Certificate of Amendment to the Articles of Incorporation of the Company, filed on December 6, 2022, effective as of December 9, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| 2 |
SIGNATURE
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: December 8, 2022 | By: | /s/ Darren Marks |
|
Darren Marks Chief Executive Officer | ||
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GROM SOCIAL ENTERPRISES, INC.
Under Section 607.1006 of the Florida Business Corporation Act (the “FBCA”),
IT IS HEREBY CERTIFIED THAT:
| 1. | The name of the corporation is Grom Social Enterprises, Inc. (the “Corporation”). |
| 2. | The Articles of Incorporation of the Corporation were filed with the Secretary of State of the State of Florida on August 4, 2014. Amendments to the Articles of Incorporation were filed with the Secretary of State of the State of Florida on each of August 17, 2017, April 8, 2019, June 12, 2019, August 4, 2020, May 7, 2021, and May 20, 2021. |
| 3. | Upon the filing and effectiveness (the “Effective Time”) pursuant to the FBCA of this amendment to the Corporation’s Certificate of Incorporation, each 30 shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Split”); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above. |
| 4. | This Certificate of Amendment was duly adopted in accordance with Section 607.1001 of the FBCA. The board of directors of the Company (the “Board”) duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. Written consents were solicited from all of our stockholders of record pursuant to Section 607.0704 of the Florida Business Corporations Act and Article II, Section 12 our Bylaws. A consent solicitation was mailed on or about October 4, 2022 and the necessary number of shares consented to proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment. |
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been executed as of this 5th day of December, 2022.
GROM SOCIAL ENTERPRISES, INC.
/s/ Darren Marks
Darren Marks
Chief Executive Officer