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): ~~August~~November 1917, 2020

~~GROW~~Grow ~~CAPITAL~~Capital, ~~INC~~Inc.

(Exact name of ~~registrant~~Registrant as specified in its charter)

NEVADA

Nevada	000-53548	86-0970023
(State or other Jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer I.D. No.)

2485 Village View Drive, Suite 180 Henderson, NV 89074 Phone: (~~State~~702) or830-7919 (Address, ~~other~~including ~~jurisdiction~~zip code, and telephone number, including area code, of registrant’s ~~incorporation~~principal executive offices)

000-53548	86-0970023
(Commission File Number)	(I.R.S. Employer Identification No.)

N/A
(Former name, former address and former fiscal year, if changed since last report)

~~2485~~Check ~~Village~~the ~~View~~appropriate ~~Drive,~~box ~~Suite~~below ~~180~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Henderson,~~☐ Written NVcommunications ~~89074~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule l 4a- l 2 under the Exchange Act (~~Address~~ of17 ~~principal~~CFR ~~executive~~240. ~~offices~~l 4a- l 2)

☐ Pre-commencement communications pursuant to Rule l 4d-2(~~702~~b) ~~830~~under the Exchange Act (17 CFR 240. l 4d-~~7919~~2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(~~Registrant’s~~c) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240. l 3e-4(c))

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 obligation 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 l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)

☐Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	n/a	n/a

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 [X]

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. [X]

Item 28.01 ~~Completion~~Other ~~of Acquisition~~Events

On ~~August~~November 1917, 2020, Grow Capital, Inc. (~~the~~ “~~Company”)~~we,” ~~a Nevada corporation~~“us,” ~~acquired PERA LLC~~“our,” ~~a Nevada limited liability company (~~“~~PERA~~Grow”), ~~pursuant~~or ~~to an exchange agreement (~~the “~~Exchange Agreement~~Company”), ~~effective~~filed asa Notification of ~~August~~Late 3,Filing ~~2020~~with (the ~~“Effective~~Securities ~~Date”), by~~ and ~~between~~Exchange ~~PERA,~~Commission ~~the members of PERA~~ (~~the “PERA Members”~~"SEC'), ~~and~~on ~~the~~Form ~~Company~~12b-25 ~~(the~~pertaining ~~“Closing”),~~to ~~which~~its ~~was~~Quarterly ~~previously disclosed on the Company’s Current~~ Report on Form 810-KQ ~~filed~~for ~~with~~ the ~~Securities~~fiscal ~~and~~quarter ~~Exchange~~ended ~~Commission~~September 30, 2020 (~~“SEC”~~the "10-Q"). onDue ~~August~~to ~~11,~~the ~~2020.~~complexity Atof the ~~Closing,~~accounting issues ~~PERA~~arising ~~became~~out aof ~~wholly-owned~~businesses ~~subsidiary~~recently ofacquired, the Company. ~~Eric~~is ~~Tarno,~~unable to timely file the ~~current~~10-Q ~~President~~within ofthe ~~PERA,~~5-day ~~will~~extension ~~continue~~period afforded to ~~serve~~the asCompany ~~the~~by ~~President~~filing ofthe ~~PERA~~Form 12b-25.

~~Pursuant~~Our first quarter 10-Q is a complex filing because our recent acquisitions require us to analyze the Company’s ~~Exchange~~variable ~~Agreement~~interests, atincluding ~~the~~equity ~~Closing~~investments, to determine if the Company ~~acquired~~has ~~100%~~any ofvariable ~~the~~interests ~~outstanding~~in ~~membership~~variable ~~interests~~interest ~~of PERA~~entities. Generally ~~(the~~accepted ~~“PERA~~accounting ~~Ownership~~principles ~~Interests~~(“GAAP”) inrequire ~~exchange~~a ~~for~~reporting ~~9,358,185~~entity ~~unregistered~~to ~~restricted~~consolidate ~~shares~~a ofvariable interest ~~the~~entity ~~Company’s~~when ~~common~~the ~~stock,~~reporting ~~par~~entity ~~value~~has ~~$0.001~~a ~~(the~~variable ~~“GC~~interest ~~Common~~that ~~Stock”)~~provides onit with a ~~pro~~controlling ~~rata~~interest ~~basis (~~in the ~~“Exchange”)~~variable interest entity. AtThe ~~the~~entity ~~Closing,~~that ~~the~~consolidates ~~PERA~~a ~~Members~~variable ~~conveyed~~interest ~~all~~entity ofis ~~the~~referred ~~right,~~to ~~title~~as ~~and~~the ~~interest~~primary inbeneficiary ~~and~~of tothat variable ~~the~~interest ~~PERA~~entity. The ~~Ownership~~Company ~~Interests~~and inits ~~exchange~~auditors ~~for~~have ~~the~~determined, ~~right~~due to ~~receive~~the arecent ~~number~~acquisitions, ofthat ~~shares~~certain ofadditional GCrelated ~~Common~~entities ~~Stock~~are ~~equal~~variable tointerest anentities ~~exchange~~of ~~ratio~~which ~~(the~~Grow ~~“Exchange~~is ~~Ratio”).~~the ~~The~~primary ~~Exchange~~beneficiary, ~~Ratio~~and istherefore ~~calculated~~GAAP byrequires ~~dividing~~the consolidation ~~(a)~~of the ~~Exchange~~variable ~~Shares~~interest ~~(as~~entities ~~defined~~with ~~below)~~the byfinancial ~~(b)~~statements of Grow. Because of the ~~total~~extensive ~~number~~process ofnecessary ~~shares~~to ofcompile ~~PERA~~this ~~Ownership~~information ~~Interests~~for ~~outstanding~~SEC ~~immediately~~reporting, ~~prior~~we toare ~~the~~delaying ~~Effective~~our ~~Date.~~10-Q filing.

~~“Exchange~~Due ~~Shares”~~to ~~means~~the delayed filing, the ~~number~~company ofexpects ~~shares~~the ofOTCQB GCto ~~Common~~display ~~Stock~~a ~~obtained~~notification bythat ~~dividing~~the ~~(a)~~Company is ~~$10,000,000~~delinquent byin ~~(b)~~its ~~the~~SEC ~~10-day~~periodic ~~volume~~reporting ~~weighted~~requirements. ~~average~~The ~~price~~Company ~~per~~anticipates ~~share~~filing ~~(“VWAP”)~~its ~~calculated~~first ~~immediately~~quarter ~~before~~10-Q prior to the ~~date~~45 ~~that~~day ~~the~~cure ~~previously~~period ~~announced~~granted ~~reverse~~under ~~stock~~OTCQB ~~split~~rules. During ofthis GCcure ~~Common~~period, ~~Stock~~the ~~became~~Company ~~effective~~may oncontinue ~~OTCQB,~~to ~~July~~be ~~30,~~traded ~~2020.~~on the OTCQB market.

InSIGNATURE addition, if PERA meets certain yearly targeted gross revenues for each of year one, two, and three following the Closing, the PERA owners may earn a cumulative total of up to $5,000,000 of shares of GC Common Stock (the “Earn-out Shares”) to be determined using the applicable 10-day VWAP stock price of the Company’s common stock preceding each earn-out period calculation date as set forth in the Exchange Agreement in connection with all of the three years, subject to certain catch up provisions if such yearly period targets are not met in the applicable period.PAGE

~~All~~Pursuant ofto the GCrequirement ~~Shares, as well as the Earn-out Shares, if any, are being or will be issued in reliance on the exemption from registration set forth in Section 4(a)(2)~~ of the Securities and Exchange Act of ~~1933~~1934, ~~as amended. At~~ the ~~Closing~~Registrant ~~the~~has ~~Company~~duly ~~also~~caused ~~entered~~this ~~into~~report ~~a registration rights agreement (the “Registration Rights Agreement”) with the PERA Members~~ to ~~register the GC Common Stock to~~ be ~~issued~~signed inon ~~connection~~its behalf ~~with~~by the ~~Exchange. Pursuant~~undersigned tohereunto ~~the~~duly ~~Registration Rights Agreement, the Company has granted certain demand and piggy-back registration rights whereby the Company will register the resale of the GC Common Stock issued in the Exchange~~authorized.

~~The~~Grow ~~PERA Members include certain limited liability companies owned by (i) Terry Kennedy~~Capital, ~~the CEO of the Company, (ii) Jonathan Bonnette, the CTO of the Company and the CEO of Bombshell Technologies,~~ Inc.~~, a subsidiary of the Company, (iii) Joel Bonnette, the President of Bombshell Technologies, Inc. and~~

2By: /s/ Terry Kennedy

~~brother~~Terry ofKennedy Chief ~~Jonathan~~Executive ~~Bonnette, and (iv) Carl Sanko, a director and Secretary of the Company, and (v) Jared Bonnette, brother of Jonathan Bonnette.~~Officer

~~The~~Dated: ~~Company~~November ~~issued a press release announcing the closing of the Exchange on August 20~~18, 2020, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing description of the Exchange Agreement and the Registration Rights Agreement is a summary and is qualified in its entirety by reference to the Exchange Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 11, 2020, and the Registration Rights Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information required by this Item is included under Item 2.01 of this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

10.1	Registration Rights Agreement, dated August 19, 2020, by and between Grow Capital, Inc., and the Members of PERA, LLC
99.1	Press Release of Grow Capital, Inc., dated August 20, 2020

SIGNATURE PAGE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Grow Capital, Inc.

By: /s/ Terry Kennedy

Terry Kennedy Chief Executive Officer

Dated: August 20, 2020

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