Item 1.01 Entry into a Material Definitive Agreement
On January 31, 2023, Grom Social Enterprises, Inc. (the "Company") consummated a
private placement (the "Private Placement") pursuant to a Securities Purchase
Agreement, dated January 25, 2023 (the "Securities Purchase Agreement"), with an
institutional investor (the "Purchaser") for the purchase of an aggregate of (i)
100,000 shares (the "Shares") of common stock, par value $0.001 per share (the
"Common Stock"), of the Company; (ii) 1,327,434 warrants (the "Purchase
Warrants") to purchase an aggregate of 2,323,010 shares of Common Stock; and
(iii) 1,227,434 prefunded warrants (the "Prefunded Warrants" and together with
the Purchase Warrants, the "Warrants") to purchase 1,227,434 shares of Common
Stock.
The purchase price of each Share and associated Purchase Warrant was $2.26. The
purchase of each Prefunded Warrant and associated Purchase Warrant was $2.25.
The aggregate gross proceeds of the Private Placement were approximately $3
million, before deducting fees to the placement agent and other expenses payable
by the Company. EF Hutton, division of Benchmark Investments, LLC, acted as the
exclusive placement agent in connection with the Private Placement. The Company
has agreed to use the net proceeds for general working capital purposes.
The Purchase Warrants are immediately exercisable for $2.26 per share of Common
Stock, subject to certain adjustments, including with respect to stock
dividends, splits, subsequent rights offerings, pro rata distributions and a
Fundamental Transaction (as defined in the Purchase Warrant) and until the fifth
anniversary of the original issuance date (the "Expiration Date"). The Prefunded
Warrants are exercisable immediately for $0.01 per share of Common Stock,
subject to certain adjustments, including with respect to stock dividends,
splits, subsequent rights offerings, pro rata distributions and a Fundamental
Transaction (as defined in the Prefunded Warrant) until all of the Prefunded
Warrants are exercised in full. The exercise of the Warrants are subject to
beneficial ownership blockers.
Pursuant to the Securities Purchase Agreement, the Company is obligated to hold
a special stockholders' meeting no later than 60 days following the date of the
Securities Purchase Agreement to solicit the approval of the issuance of the
Securities in compliance with the rules of the Nasdaq Stock Market (without
regard to any limitations on exercise set forth in the Warrants or the Prefunded
Warrants). Pursuant to the Purchase Warrant, in the event stockholder approval
under the Securities Purchase Agreement has not occurred on or prior to the six
month anniversary of the initial exercise date (the "Initial Exercise Date"), at
any time during the period beginning on the six month anniversary of the Initial
Exercise Date and ending on the Expiration Date, the holder of the Purchase
Warrant (the "Holder") may deliver one or more written notices (each, an "Holder
Optional Redemption Notice") to the Company indicating that the Holder is
electing to require the redemption (each, a "Holder Optional Redemption"), in
cash, of up to such portion of the Purchase Warrant as set forth in the Purchase
Warrant Agreement (the "Warrant Agreement") (each, a "Holder Optional Redemption
Warrant Amount"). Upon receipt of a Holder Optional Redemption Notice, the
Company shall promptly, but in any event within one (1) business day of receipt
of such notice, pay an aggregate cash amount (each, a "Holder Optional
Redemption Price") as set forth in the Warrant Agreement. Upon the Holder's
receipt of the Holder Optional Redemption Price with respect to a Holder
Optional Redemption, the applicable Holder Optional Redemption Warrant Amount of
the Purchase Warrant with respect thereto shall be redeemed by the Company and
cancelled and any remaining portion of the Purchase Warrant shall remain in full
force and effect in accordance herewith.
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Registration Rights Agreement
In connection with the Private Placement, the Company entered into a
Registration Rights Agreement with the Purchasers, dated January 25, 2023 (the
"Registration Rights Agreement"). The Registration Rights Agreement provides
that the Company shall file a registration statement covering the resale of all
of the Registrable Securities (as defined in the Registration Rights Agreement)
with the Securities and Exchange Commission (the "SEC") no later than the 7th
calendar day following the date of the Registration Rights Agreement, and have
the registration statement declared effective by the SEC as promptly as possible
after the filing thereof, but in any event no later than the 30th calendar day
following the date of the Registration Rights Agreement, or in the event of a
"full review" by the SEC, the 45th day following the date of the Registration
Rights Agreement.
The Waiver with L1 Capital Global Opportunities Master Fund
In connection with the Private Placement, the Company entered into a waiver
agreement (the "Waiver") with L1 Capital Global Opportunities Master Fund ("L1")
waiving certain provisions of a securities purchase agreement, dated as of
September 14, 2021 (the "2021 SPA"), by and between the Company and L1. Pursuant
to the terms of the Waiver, L1 waived certain provisions of the 2021 SPA and in
consideration thereof, the Company (i) issued 150,000 purchase warrants
substantially similar to the Purchase Warrants issued in connection with the
Securities Purchase Agreement; and (ii) paid a cash fee of $50,000 to L1.
The foregoing summaries of the Securities Purchase Agreement, the Purchase
Warrant, the Prefunded Warrant, the Registration Rights Agreement and Waiver are
qualified in their entirety by reference to the full text of those documents
which are filed as exhibits to this Form 8-K and are incorporated by reference
herein.
Item 3.02 Unregistered Sales of Equity Securities
We issued and sold the shares of Common Stock, Purchase Warrants and Prefunded
Warrants in reliance on the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") by virtue of Section
4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. In connection
with the Purchaser's execution of the Agreement, the Purchaser represented to us
that it is an "accredited investor" as defined in Regulation D of the Securities
Act and that the securities to be purchased by it will be acquired solely for
its own account and not with a view to or for distributing or reselling such
securities or any part thereof in violation of the Securities Act or any
applicable state securities law.
We issued the purchase warrants to L1 in reliance upon the exemption from the
registration requirements of the Securities Act by virtue of Section 4(a)(2)
thereof thereunder due to the fact that the purchase warrants were not issued in
connection with a public offering of securities.
Item 8.01 Other Events
On January 25, 2023, the Company issued a press release announcing the pricing
of the Private Placement. A copy of the press release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Prefunded Warrant Agreement by and between Grom Social
Enterprises, Inc. and the Purchaser dated January 25, 2023
4.2 Warrant Agreement by and between Grom Social Enterprises, Inc. and
the Purchaser dated January 25, 2023
10.1* Securities Purchase Agreement by and between Grom Social
Enterprises, Inc. and the Purchaser dated January 25, 2023
10.2 Amendment No. 1 dated January 30, 2023 to the Securities Purchase
Agreement by and between Grom Social Enterprises, Inc. and the
Purchaser dated January 25, 2023
10.3 Amendment No. 2 dated January 30, 2023 to the Securities Purchase
Agreement by and between Grom Social Enterprises, Inc. and the
Purchaser dated January 25, 2023
10.4 Waiver between Grom Social Enterprises, Inc. and L1 Capital Global
Opportunities Master Fund dated January 31, 2023 to the Securities
Purchase Agreement by and between Grom Social Enterprises, Inc. and
the Purchaser dated September 14, 2021
10.5 Registration Rights Agreement by and between Grom Social
Enterprises, Inc. and the Purchaser dated January 25, 2023
99.1 Press Release of Grom Social Enterprises, Inc. dated January 25,
2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
*Schedules, exhibits and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of
such omitted materials supplementally upon request by the U.S. Securities and
Exchange Commission.
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