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
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
(Address of principal executive offices) |
( |
(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.
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
None |
|
|
|
|
|
Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
2 |
Item 8.01 Other Events.
Grove, Inc. (the “Company”) announced that it has completed the first stage of its previously authorized program to repurchase up to 1 million shares of its outstanding common stock through both the use of the Company's 10b5-1 plan and privately negotiated transactions. A copy of the Press Release is attached hereto as Exhibit 99.1.
The Company repurchased 467,765 shares at an average cost of approximately $4.22 per common share or $1,974,896. These repurchases were made as part of the company’s repurchase program, which was announced on October 19, 2021. Grove will continue to review the authorized program and may repurchase up to an additional 500,000 shares.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number |
| Description | ||||||||||||||
|
|
|
| |||||||||||||
| ||||||||||||||||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||||||
3 |
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: March 31, 2022 |
| /s/ Andrew J. Norstrud |
|
|
| Name: Andrew J. Norstrud |
|
|
| Title: Chief Financial Officer |
|
4 |
EXHIBIT 99.1
Grove Inc. Completes Initial Transactions in Program to Repurchase Up to 1 Million Shares
HENDERSON, NV / March 29, 2022 / Grove, Inc. (NASDAQ:GRVI) (“Grove” or the “Company”), Grove Inc., today announced that it has completed the first stage of its previously authorized program to repurchase up to 1 million shares of its outstanding common stock through both the use of the Company's 10b5-1 plan and privately negotiated transactions.
The Company repurchased 467,765 shares at an average cost of approximately $4.22 per common share or $1,974,896. These repurchases were made as part of the company’s repurchase program, which was announced on October 19, 2021. Grove will continue to review the authorized program and may repurchase up to an additional 500,000 shares.
“Grove continues to generate strong revenue growth, positive cash flow from operations and targets strategic acquisitions,” said Allan Marshall, CEO of Grove Inc. “We will continue to evaluate ways to bring our shareholders value for their investment in the Company and our management team.”
Purchases under the share repurchase program may be made from time to time in the open market, through block trades, the Company's 10b5-1 plan or privately negotiated transactions in accordance with applicable laws, rules and regulations. The timing of stock repurchases and the number of shares of common stock to be repurchased will depend upon prevailing market conditions and other factors. The share repurchase program does not commit the company to repurchase shares of its common stock and it may be amended, suspended or discontinued at any time at Grove’s discretion.
About Grove, Inc.
Grove, Inc. is in the business of developing, producing, marketing and selling quality products and end consumer products containing the industrial hemp plant extract Cannabidiol (“CBD”), as well as diversified products in other verticals. The Company sells to numerous consumer markets including the botanical, beauty care, pet care and functional food sectors. It seeks to take advantage of an emerging worldwide trend to re-energize the production of industrial hemp and to foster its many uses for consumers.
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 news release contains “forward-looking statements” as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
| 2 |
Cover |
Mar. 29, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | GROVE, INC. |
| Entity Central Index Key | 0001775194 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Mar. 29, 2022 |
| Entity Incorporation State Country Code | NV |
| Entity Tax Identification Number | 83-3378978 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| 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 |
| Local Phone Number | 353-5425 |
| Entity File Number | 001-40535 |
-8?20$3;8T.P6BP^0"X99K>]9!:G