Form 8-K - Current report

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 20, 2023

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., Suite #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 1.01

Entry Into Material Definitive Agreement.

On November 20, 2023, Grom Social Enterprises, Inc., a Florida corporation (the “Company”), entered into a first amendment agreement (the “Amendment”) to the Securities Purchase Agreement originally dated November 9, 2023 (the “Original SPA” and together with the Amendment, the “SPA”) with Generating Alpha Ltd., a Saint Kitts and Nevis Corporation (the “Investor”).

Pursuant to the Amendment, the Original SPA was amended by deleting in its entirety Section 2.01(b) thereof, pursuant to which the Company was to issue to the Investor at (1) the First Closing a Warrant for 1,514,073 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (2) the Second Closing a Warrant for 1,514,073 shares of Common Stock with an exercise price of $0.001 per share of Common Stock, and replacing it with the current Section 2.01(b) of the SPA, pursuant to which the Company shall issue to the Investor at (1) the First Closing (a) a Warrant for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (b) a Warrant for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock and (ii) the Second Closing (a) a Warrant for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (b) a Warrant for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock. Capitalized words and phrases not otherwise defined herein have the meanings assigned thereto in the SPA.

The foregoing description of the Amendment is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Cautionary Statements

This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to Securities Purchase Agreement, dated November 20, 2023, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 21, 2023	By:	/s/ Darren Marks
		Darren Marks Chief Executive Officer

Exhibit 10.1

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of November 20, 2023 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company, the “Parties”).

RECITALS

WHEREAS, the Company and the Buyer entered into and executed that certain Securities Purchase Agreement, dated as of November 9, 2023 (such Securities Purchase Agreement, together with all amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “SPA”), pursuant to which the Company has agreed to sell two convertible promissory notes of the Company (each, a “Note” and collectively, the “Notes”), with each Note having an initial principal amount of $4,000,000, for a price of $3,640,000 per Note;

WHEREAS, in connection with the purchase and sale of the Notes, the Company has agreed to issue to the Buyer warrants (each, a “Warrant” and collectively, the “Warrants”) to acquire a total of 3,028,146 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) (the issuance of the Warrants together with the purchase and sale of the Notes, the “Transactions”);

WHEREAS, the issuance of the Notes and the Warrants shall occur at two closings (the “First Closing” and the “Second Closing”, each a “Closing”);

WHEREAS, currently, pursuant to the SPA, the Warrant to be issued at the First Closing shall be a Warrant for 1,514,073 shares of Common Stock and shall have an exercise price of $1.78 per share of Common Stock, and the Warrant to be issued at the Second Closing shall be a Warrant for 1,514,073 shares of Common Stock and shall have an exercise price of $0.001 per share of Common Stock;

WHEREAS, the Parties wish (i) the Warrants to be issued at the First Closing to be (a) a Warrant A for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (b) a Warrant B for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock (together, the “First Closing Warrants”), and (ii) the Warrants to be issued at the Second Closing to be (a) a Warrant C for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (b) a Warrant D for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock (together, the “Second Closing Warrants”); and

WHEREAS, the Parties have agreed to amend the SPA as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

1. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.

2. Capitalized Terms. All capitalized terms used in this Amendment shall have the same meaning ascribed to them in the SPA, except as otherwise specifically set forth herein.

3. Conflicts. In the event of any conflict or ambiguity by and between the terms and provisions of this Amendment and the terms and provisions of the SPA, the terms and provisions of this Amendment shall control, but only to the extent of any such conflict or ambiguity.

4. Amendment to SPA.

4.1. The SPA is hereby amended by deleting Section 2.01(b) thereof in its entirety and replacing it with the following:

“In connection with the purchase and sale of the Notes, the Company shall issue to the Buyer warrants to acquire a total of 3,028,146 shares of Common Stock, each substantially in the form as attached hereto as Exhibits B-1, B-2, B-3, and B-4 (each, a “Warrant” and collectively, the “Warrants”). The Warrants to be issued at the First Closing (as defined below) shall be (i) a Warrant A for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock (substantially in the form of Exhibit B-1 annexed hereto) and (ii) a Warrant B for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock (substantially in the form of Exhibit B-2 annexed hereto) (together with Warrant A, the “First Closing Warrants”). The Warrants to be issued at the Second Closing (as defined below) shall be (i) a Warrant C for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock (substantially in the form of Exhibit B-3 annexed hereto) and (ii) a Warrant D for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock (substantially in the form of Exhibit B-4 annexed hereto) (together with Warrant C, the “Second Closing Warrants”).”

4.2. The SPA is hereby further amended by replacing all references therein to “First Closing Warrant” and “Second Closing Warrant,” respectively, with “First Closing Warrants” and “Second Closing Warrants”, respectively.

4.3. Exhibit B of the SPA is hereby deleted in its entirety.

4.4. Appendices B-1, B-2, B-3, and B-4 of this Amendment are hereby added to the SPA as Exhibits B-1, B-2, B-3, and B-4, respectively.

5. Effect on Agreement and Transaction Documents. Except as expressly amended by this Amendment, all of the terms and provisions of the SPA and the other Transaction Documents shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.

6. Execution. This Amendment may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Amendment. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf’ format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf’ signature page was an original thereof.

[Signatures on the following page]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

	Grom Social Enterprises, Inc.


	By: /s/ Darren Marks
	Name: Darren Marks
	Title: Chief Executive Officer



	Generating Alpha Ltd.


	By: /s/ Maria Cano
	Name: Maria Cano
	Title: Director

Appendix B-1

Exhibit B-1 to the SPA - Form of Warrant A

(Attached)

Appendix B-2

Exhibit B-2 to the SPA - Form of Warrant B

(Attached)

Appendix B-3

Exhibit B-3 to the SPA - Form of Warrant C

(Attached)

Appendix B-4

Exhibit B-4 to the SPA - Form of Warrant D

(Attached)

Cover	Nov. 20, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2023
Entity File Number	001-40409
Entity Registrant Name	GROM SOCIAL ENTERPRISES, INC.
Entity Central Index Key	0001662574
Entity Tax Identification Number	46-5542401
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2060 NW Boca Raton Blvd., Suite #6
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	(561)
Local Phone Number	287-5776
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	GROM
Security Exchange Name	NASDAQ
Warrant [Member]
Title of 12(b) Security	Warrants
Trading Symbol	GROMW
Security Exchange Name	NASDAQ