UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On March 27, 2023, Grom Social Enterprises, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) virtually, via live webcast.
As of the close of business on February 14, 2023, the record date for the Special Meeting (the “Record Date”), there were 5,744,409 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), each of which is entitled to one vote per share with an aggregate of 5,744,409 votes, and 9,281,809 shares of the Company’s Series C Preferred Stock (the “Series C Stock”), each of which is entitled to 1.5625 votes per share with an aggregate of 14,502,826 votes, constituting all of the outstanding voting securities of the Company.
At the Special Meeting, the holders of 889,997 shares of the Common Stock representing 889,997 votes and holders of 9,281,809 shares of the Series C Stock representing 14,502,826 votes were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
1. The proposal to approve a private investment in public equity financing (the “PIPE Offering”) pursuant to the terms of the Securities Purchase Agreement, dated January 25, 2023, as amended, which would result in the issuance of securities that will exceed 20% of our outstanding shares of common stock at a price less than the Minimum Price as defined by and in accordance with Nasdaq Listing Rule 5635(d) (the “Nasdaq Proposal”), was approved as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 15,013,268 | 358,636 | 20,919 | 0 |
2. The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal (the “Adjournment Proposal”) was approved as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 15,134,894 | 227,165 | 30,764 | 0 |
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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 29, 2023 | By: | /s/ Darren Marks |
|
Darren Marks Chief Executive Officer | ||
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