8-K

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): February 15, 2022

GROVE, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-25526	83-3378978
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1710 Whitney Mesa Drive Henderson, NV 89014

(Address of principal executive offices)

(701) 353-5425

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant 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))

Indicate by check mark whether the registrant is an emerging growth company 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  ☒

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. ☐

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On February 15, 2022, Grove, Inc. (the “Company”) issued a press release announcing financial and operational results and business highlights for the quarter ended December 31, 2021 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K (including Exhibit 99.1) is being “furnished,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of Grove, Inc., dated February 15, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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.

	GROVE, INC.
Dated: February 16, 2022	/s/ Andrew J. Norstrud
	Name: Andrew J. Norstrud
	Title: Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

Grove, Inc. Announces Second Quarter Financial Results

$10.7 Million in Second Quarter Revenue, a 156% Increase Over Prior Year

$1.5 Million Adjusted EBITDA for Second Quarter

HENDERSON, NV / February 15, 2022 / Grove, Inc. (NASDAQ:GRVI) ("Grove" or the "Company"), a global innovator in hemp, health, and wellness, today announced financial results for the second quarter period ended December 31, 2021.  Investors are encouraged to read the Company’s quarterly report on Form 10-Q which will be filed with the Securities and Exchange Commission (the “SEC”), contains additional information, and will be posted at https://groveinc.io/.

Year to Date Financial Highlights

· Revenues rose to $19.1 million from $7.1 million, a 167% increase.

· $0.04 basic earnings per share compared to loss of $0.06.

· $2.9 million in adjusted EBITDA.

· 103,750 shares of Grove common stock repurchased with cash flow from operations.

Allan Marshall, Chief Executive Officer of Grove, stated, “Our team continues to perform and drive growth across all parts of our business, with a 169% increase year over year even with substantial headwinds.  We face shortages and rising prices on all raw materials, employee shortages, higher wages, drastic increases in shipping cost across all parts of the business. However, we were able to maintain growth and profits offsetting increased costs with higher volumes and pricing power.

Our Upexi Amazon aggregation business launch is beginning to come together, and we are seeing multiple submissions a week from companies looking to be acquired. Our strong cash flow gives us great flexibility to expand the Brand aggregation business and become more active with acquisitions this year” 

1

Liquidity and Capital Resources

	As of December 31, 2021		As of June 30, 2021
Current assets	$	12,097,966	$	18,293,083
Current liabilities	$	5,262,529	$	5,819,161
Working capital	$	6,835,437	$	12,473,922

Cash Flows

	Six Months Ended December 31,
	2021			2020
Cash flows provided by (used in) operating activities	$	1,212,609		$	(669,321	)
Cash flows (used in) provided by investing activities		(8,999,854	)		241,785
Cash flows (used in) financing activities		(151,004	)		738,000
Net decrease in cash during period	$	(7,938,249	)	$	310,464

About Grove, Inc.

Grove, Inc. is a global innovator in hemp, health and wellness. The company has an array of in-house brands, and operates in multiple verticals including SaaS programmatic ad technology, and a wholly owned division dedicated to acquiring high growth e-commerce brands. The company sells to numerous consumer markets including the botanical, beauty, pet care, and functional foods sectors. It seeks to take advantage of an emerging worldwide trend in consumer health products selling through Amazon and E-commerce.

Company Contact

Andrew Norstrud

Email: investorinfo@cbd.io

Phone: (702) 332-5591

Investor Relations Contact

TraDigital IR

John McNamara

Email: john@tradigitalir.com

Phone: (917) 658-2602

Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements," including with respect to the Company's business strategy, product development and industry trends. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

2

Use of Non-GAAP Financial Measures

The Company discloses and uses the above-mentioned non-GAAP financial measures internally as a supplement to GAAP financial information to evaluate its operating performance, for financial planning purposes, to establish operational goals, for compensation plans, to measure debt service capability, for capital expenditure planning and to determine working capital needs and believes that these are useful financial measures also used by investors. Non-GAAP adjusted EBITDA is defined as GAAP net income or net loss before interest, taxes, depreciation and amortization (EBITDA) adjusted for the non-cash stock compensation and stock option expense, acquisition, integration & restructuring expenses, charges and gains or losses from extinguishment of debt and other non-cash items. Non-GAAP EBITDA and non-GAAP adjusted EBITDA are not terms defined by GAAP and, as a result, the Company’s measure of non-GAAP EBITDA and non-GAAP adjusted EBITDA might not be comparable to similarly titled measures used by other companies. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flow that either excludes or includes amounts that are not normally included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP financial measures discussed above, however, should be considered in addition to, and not as a substitute for, or superior to net income or net loss as reported for GAAP on the Consolidated Statements of Operations, cash and cash flows on the Consolidated Statement of Cash Flows or other measures of financial performance prepared in accordance with GAAP, and as reflected on the Company’s financial statements prepared in accordance with GAAP. These non-GAAP financial measures are not a substitute for or presented in lieu of financial measures provided by GAAP and all measures and disclosures of financial information pursuant to GAAP should be read to obtain a comprehensive and thorough understanding of the Company’s financial results. The reconciliations of non-GAAP EBITDA and non-GAAP adjusted EBITDA to GAAP operating income (loss) and/or GAAP net income (net loss) referred to in the highlights or elsewhere are provided in the schedules that are a part of this document.

Reconciliation of Non-GAAP Adjusted EBITDA to GAAP Net Income (Net Loss)
Six Months Ended December 31,
	2021			2020
Net income (Net loss) GAAP	$	576,544		$	(706,553	)
Income tax		235,033			-
Interest expense, net		42,561			84,740
Depreciation and amortization		914,511			503,244
Stock compensation		1,479,293			354,817
Gain on SBA PPP loan extinguishment		(300,995	)		-
Loss on sale of asset		-			6,292
Non-GAAP adjusted EBITDA	$	2,946,947		$	(242,540	)

3

GROVE, INC.
CONDENSED CONSOLDIATED BALANCE SHEETS (UNAUDITED)
	December 31,			June 30,
	2021			2021
ASSETS
Current assets
Cash	$	6,595,962		$	14,534,211
Accounts receivable, net of allowance for doubtful accounts of $92,500 and $57,500, respectively		1,247,218			1,277,662
Inventory		3,681,428			2,094,952
Prepaid expenses and other receivables		573,358			386,258
Total current assets		12,097,966			18,293,083
Property and equipment, net		7440,332			2,832,400
Intangible assets, net		5,189,234			1,845,166
Goodwill		8,533,923			2,413,813
Deferred tax asset		1,225,917			1,403,591
Other assets		69,068			49,068
Right-of-use asset		648,626			417,443
Total other assets		23,107,100			8,961,481
Total assets	$	35,205,066		$	27,254,564
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	895,846		$	1,604,723
Accrued compensation		679,000			1,020,936
Deferred revenue		959,329			485,973
Accrued liabilities		873,585			296,021
Acquisition payable		600,000			1,764,876
Current portion of notes payable		1,006,197			447,100
Current portion of operating lease payable		248,572			199,532
Total current liabilities		5,262,529			5,819,161
Operating lease payable, net of current portion		395,085			217,430
Notes payable, net of current portion		26,766			-
Total long-term liabilities		421,851			217,430
Commitments and contingencies		-			-
Stockholders' equity
Preferred stock, $0.001 par value, 100,000,000 shares authorized, and 500,000 and 500,000 shares issued and outstanding, respectively		500			500
Common stock, $0.001 par value, 100,000,000 shares authorized, and 15,711,339 and 15,262,394 shares issued and outstanding, respectively		16,378			15,262
Additional paid in capital		33,097,300			25,372,247
Accumulated deficit		(3,593,492	)		(4,170,036	)
Total stockholders' equity		29,520,686			21,217,973
Total liabilities and stockholders' equity	$	35,205,066		$	27,254,564

4

GROVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Month's Ended December 31,						Six Month's Ended December 31,
	2021			2020			2021			2020
Revenue
Revenue		10,666,781			4,164,894			19,116,535			7,102,336
Cost of Revenue		3,956,358			2,234,259			7,023,734			3,853,467
Gross profit		6,710,423			1,930,635			12,092,801			3,248,869
Operating expenses
Sales and marketing		1,852,118			459,446			3,363,805			824,704
General and administrative expenses		4,740,705			1,714,484			8,175,853			3,427,546
		6,592,823			2,173,930			11,539,658			4,252,250
Income (loss) from operations		117,600			(243,295	)		553,143			(1,003,381	)
Other income (expense), net
Interest (expense) income, net		(26,605	)		(42,049	)		(42,561	)		(84,740	)
Other (expense) income, net		-			4			-			(6,292	)
Settlement of cancelled lease		-			387,860			-			387,860
Gain on SBA PPP loan extinguishment		-			-			300,995			-
Other income (expense), net		(26,605	)		345,815			258,434			296,828
Income (loss) before income tax		90,995			102,520			811,577			(706,553	)
Income tax expense		(26,162	)		-			(235,033	)		-
Net income (loss)		64,833			102,520			576,544			(706,553	)
Basic income (loss) per share	$	0.00		$	0.01		$	0.04		$	(0.06	)
Diluted income (loss) per share	$	0.00		$	0.01		$	0.03		$	(0.06	)
Weighted average shares outstanding		16,378,006			13,455,013			15,915,154			11,830,013
Fully diluted weighted average shares outstanding		17,685,717			13,455,013			17,453,141			11,830,013

5

XML

Cover	Feb. 15, 2022
Cover [Abstract]
Entity Registrant Name	GROVE, INC.
Entity Central Index Key	0001775194
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Feb. 15, 2022
Entity Ex Transition Period	false
Entity File Number	333-25526
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	83-3378978
Entity Address Address Line 1	1710 Whitney Mesa Drive
Entity Address City Or Town	Henderson
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89014
City Area Code	701
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	353-5425