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): March 7, 2024

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 8.01

Other Events.

On March 5, 2024, Grom Social Enterprises, Inc. (the “Company”) signed a non-binding letter of intent to acquire Arctic7, Inc. (“Arctic7”), an emerging gaming industry service provider, through issuance of shares of common stock. Arctic7 is currently engaged in the business of providing full game development, co-development, transmedia and virtual production services to its customers and partners. There can be no assurance that the parties will enter into definitive agreements or that the parties will consummate the transactions contemplated by the non-binding letter of intent. A press release announcing the entry into the non-binding letter of intent is attached to this Current Report as Exhibit 99.1.

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
99.1		Press Release dated March 7, 2024, announcing the entry into the non-binding letter of intent.
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: March 7, 2024	By:	/s/ Darren Marks
		Darren Marks Chief Executive Officer

Exhibit 99.1

GROM SOCIAL ENTERPRISES, INC. TO FURTHER EXPAND ENTERTAINMENT OFFERINGS THROUGH GAMING AS IT ENTERS INTO LETTER OF INTENT TO ACQUIRE LEADING GAMING COMPANY, ARCTIC7

Boca Raton, March 7, 2024 – Grom Social Enterprises, Inc. (NASDAQ: GROM) (“Grom” or the “Company”), a media, technology, and entertainment company dedicated to family-friendly programming, web filtering technology and safe social media for kids, today announced that it has entered into a non-binding letter of intent to acquire Arctic7, Inc. (www.Arctic7.com), an emerging gaming industry service provider, in a 100% equity transaction. Grom’s addition of Arctic7 could serve as an entry point for the company to secure a foothold in the growing and lucrative gaming industry and also explore opportunities to leverage gaming technology to serve the entertainment needs of today’s kids and families in new, innovative ways. The acquisition of Arctic7 would complement Grom’s existing entertainment offerings of safe, social media for kids and its growing catalog of original intellectual property from Curiosity Ink Media, which Grom acquired in 2021.

“The global gaming market represents a $185 billion market opportunity that continues to grow and innovate as represented by Disney’s recent $1.5 billion investment in Epic Games which underscores the opportunity for content-gaming partnerships to deepen the overall consumer connection in their entertainment experiences,” points out Grom’s CEO, Darren Marks. “Grom welcomes the opportunity to bring Arctic7 into the Grom portfolio not only to further fuel Arctic7’s growth in offering both gaming and virtual production capabilities but also so we can explore integrating Arctic7’s expertise into our expanding entertainment ecosystem through content collaboration, cross-promotional opportunities, product licensing, brand partnerships, merchandising, interactive experiences, educational gaming initiatives, and much more.”

Under the leadership of its CEO, Igor Efremov, Arctic7 has quickly established itself in the gaming industry and demonstrated impressive growth, achieving $7.9 million (unaudited) in its first fiscal year (FY23) and anticipates reaching approximately $14 million (unaudited) in FY24. Launched in 2022, Arctic7 has focused on becoming an industry leader and innovator by delivering exceptional experiences in full game development, co-development, and virtual production for its partners and players and serve as a nexus for creative collaboration within the entertainment industry.

“Our vision for Arctic7 is to become a leader in the gaming space offering full game development, co-development, transmedia and virtual production capabilities and ensuring we continue to develop a world class team together with strong relationships across the industry,” explains Arctic7’s CEO, Igor Efremov. “We continue to successfully execute against this vision and are excited that this has been recognized by Grom Social Enterprises while also being enthused at how the partnership can further fuel our growth as we continue to develop engaging content, grow our amazing team, and accelerate our M&A efforts working with Grom Social Enterprises on their journey to become a leading entertainment company.”

Prior to co-founding Arctic7, Igor Efremov held positions at Electronic Arts and co-founded Sperasoft, which was successfully exited to Keywords Studios which he subsequently joined as an Executive driving significant growth including via ambitious M&A activity. Alan Van Slyke, co-founder of Arctic7, brings a wealth of experience from Executive Producer on Gears of War with Epic Games, Executive at Sperasoft and COO at Microsoft Studios’ Undead Labs. Mark Rizzo, co-founder of Arctic7, with 25 years of experience from EA Games, Sony, Sperasoft, and Keywords Studios, specializes in tech, operations, and M&A, playing a pivotal role in building the PlayStation network. Arctic7’s executive and management team boasts over 100 years of combined leadership experience across games, film and TV including instrumental roles on renowned franchises such as Assassin’s Creed, FIFA, Antman, Halo, Battlefield, The Mandalorian, TMNT, Saints Row, Ahsoka and more.

About Grom Social Enterprises, Inc.

Grom Social Enterprises, Inc. (NASDAQ: GROM) is a growing social media platform and original content provider of entertainment for children under 13, which provides 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, lets them interact with friends, access relevant news, and play proprietary games while teaching them about being good digital citizens and Curiosity Ink Media, a global media company that develops, acquires, builds, grows, and maximizes the short, mid & long-term commercial potential of Kids & Family entertainment properties and associated business opportunities. The Company also owns and operates Top Draw Animation, which produces award-winning animation content for some of the largest international media companies in the world. Grom also includes Grom Educational Services, which provides web filtering for K-12 schools, government and private businesses. For more information, please visit https://gromsocial.com or for investor relations, please visit https://investors.gromsocial.com.

About Arctic7

Arctic7 is a next generation games company, focused on full game development, co-development, transmedia and virtual production services with an aim to deliver exceptional entertainment experiences. Arctic7 was founded in 2021 by industry veterans and Sperasoft founders Igor Efremov, Mark Rizzo, and Alan Van Slyke. The company is headquartered in Austin, Texas, Ottawa, Los Angeles, and has development teams around the world. Arctic7 is committed to developing amazing partnerships and product and to hiring and inspiring the best talent with the purpose of creating an industry leading company. For more information, please visit www.arctic7.com.

Forward-Looking Statements

This press release contains statements, which may constitute “forward-looking statements.” Those statements include statements regarding the intent, belief, or current expectations of Grom and members of its management team as well as the assumptions on which such statements are based. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that may cause actual results to differ from those anticipated are discussed throughout the Company’s reports filed with Securities and Exchange Commission which are available at www.sec.gov as well as the Company’s web site at www.gromsocial.com. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

Investor Relations Contact:

Floyd Stumpf

Worldwide Financial Marketing, Inc.

info@wwfinancial.com

(561) 901-0003

Media Contacts:

Brandy Dingley

Grom Social Enterprises, Inc.

brandy@gromsocial.com

Jon Goddard

Arctic7, Inc.

jon.goddard@arctic7.com

Cover	Mar. 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 07, 2024
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