UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On December 21, 2023, Grom Social Enterprises, Inc., a Florida corporation (the “Company”), issued a press release announcing the first closing (the “First Closing”) of its previously announced private placement offering (the “Offering”) relating to the Securities Purchase Agreement, dated November 9, 2023 and amended on November 20, 2023 (the “SPA”), entered into with Generating Alpha Ltd., a Saint Kitts and Nevis Corporation (the “Investor”).
In the First Closing, the Company sold one convertible promissory note of the Company (the “Note”), with an initial principal amount of $4,000,000, for a price of $3,640,000. In connection with the purchase and sale of the Note, the Company also issued to the Investor warrants (the “Warrants”) to acquire a total of 1,514,072 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), consisting of (1) 757,036 warrants to purchase 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (ii) 757,036 warrants to purchase 757,036 shares of Common Stock with an exercise price of $0.001 per share of Common Stock.
The First Closing of the Offering took place on December 21, 2023. The Company received approximately $3.6 million in gross proceeds from the First Closing, prior to deducting the underwriting discount and commission and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
A copy of the press release is attached as Exhibit 99.1 hereto.
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 December 21, 2023, announcing the First Closing of the Offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 27, 2023 | By: | /s/ Darren Marks |
|
Darren Marks Chief Executive Officer | ||
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