Current Report Filing (8-k)
November 15 2019 - 5:23PM
Edgar (US Regulatory)
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): November
11, 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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None
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N/A
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N/A
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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 1.01
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Entry into a Material Definitive Agreement.
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As of November 11, 2019, Grom Social Enterprises,
Inc., a Florida corporation (the “Company”), entered into Debt Exchange Agreements (each, a Debt Exchange Agreement”)
with a total of 21 purchasers (the “Holders”), pursuant to which the Holders exchanged an aggregate of $1,774,596.82
of indebtedness evidenced by 10% convertible promissory notes (the “Notes”) for an aggregate of 10,095,259 shares of
common stock of the Company (the “Shares”). The price per Share in the debt exchange was $0.175. The Shares were issued
without any restrictions.
The foregoing summary of the Debt Exchange
Agreement does not purport to be complete and is qualified in their entirety by reference to the documents, copies of which are
attached as Exhibits 10.1 attached to this Current Report on Form 8-K.
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Item 3.02
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Unregistered Sales of Equity Securities.
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Reference is made to the disclosure set
forth under Item 1.01 above, which disclosure is incorporated herein by reference. The issuance of the Shares was made pursuant
to Section 3(a)(9) of the Securities Act of 1933, as amended.
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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: November 15, 2019
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GROM SOCIAL ENTERPRISES, INC
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By:
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/s/ Darren Marks
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Name:
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Darren Marks
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Title:
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Chief Executive Officer and President
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