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 17, 2020
Grow
Capital, Inc.
(Exact name
of Registrant as specified in its charter)
2485 Village View Drive, Suite 180
Henderson, NV 89074
Phone: (702)
830-7919
(Address, including zip code, and telephone number, including area
code, of
registrant’s principal executive offices)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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 l 4a- l 2 under the Exchange Act ( 17 CFR
240. l 4a- l 2)
☐ Pre-commencement
communications pursuant to Rule l 4d-2(b) under the Exchange Act
(17 CFR 240. l 4d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240. l 3e-4(c))
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 [X]
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. [X]
On
November 17, 2020, Grow Capital, Inc. (“we,” “us,” “our,” “Grow” or
the “Company”) filed a Notification of Late Filing with the
Securities and Exchange Commission ("SEC') on Form 12b-25
pertaining to its Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2020 (the "10-Q"). Due to the
complexity of the accounting issues arising out of businesses
recently acquired, the Company is unable to timely file the 10-Q
within the 5-day extension period afforded to the Company by filing
the Form 12b-25.
Our
first quarter 10-Q is a complex filing because our recent
acquisitions require us to analyze the Company’s variable
interests, including equity investments, to determine if the
Company has any variable interests in variable interest
entities. Generally accepted accounting principles (“GAAP”)
require a reporting entity to consolidate a variable interest
entity when the reporting entity has a variable interest that
provides it with a controlling interest in the variable interest
entity. The entity that consolidates a variable interest entity is
referred to as the primary beneficiary of that variable interest
entity. The Company and its auditors have determined, due to
the recent acquisitions, that certain additional related entities
are variable interest entities of which Grow is the primary
beneficiary, and therefore GAAP requires the consolidation of the
variable interest entities with the financial statements of
Grow. Because of the extensive process necessary to compile
this information for SEC reporting, we are delaying our 10-Q
filing.
Due to
the delayed filing, the company expects the OTCQB to display a
notification that the Company is delinquent in its SEC periodic
reporting requirements. The Company anticipates filing its first
quarter 10-Q prior to the 45 day cure period granted under OTCQB
rules. During this cure period, the Company may continue to
be traded on the OTCQB market.
Pursuant to the requirement of
the Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Grow
Capital, Inc.
By: /s/ Terry
Kennedy
Terry
Kennedy
Chief Executive Officer
Dated: November 18, 2020
