Grom Social Enterprises, Inc. (NasdaqCM:GROM) entered into a share sale agreement to acquire TD Holdings Limited for $17.24 million on July 1, 2016. Under the terms of the TDH Share Sale Agreement, Grom Social Enterprises has make additional payments of up to $5 million o the TDH Sellers, if TD Holdings achieved certain adjusted earnings before interest, taxes, depreciation, and amortization (ôEBITDAö) during the three-year period following the acquisition (the ôEarnout Periodö), to be paid 25% in cash and the balance in shares of common stock at a share price equal to the lower of a 10% discount to our last private placement price per share prior to making the Earnout Payment, or if such shares are listed on a recognized stock exchange and publicly traded, at a 10% discount to the previous 20 day weighted average closing price per share. Grom Social Enterprises will pay $4 million cash, issued a 5% secured promissory note in the principal amount of $4 million which originally matured on July 1, 2018 and 7,674 common stock of Grom Social Enterprises valued at $4.24 million to the selling shareholders of TDH.
Grom Social Enterprises, Inc. (NasdaqCM:GROM) completed the acquisition of TD Holdings Limited in 2016.