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): ~~December~~January 2111, ~~2020~~2021

Grow Capital, Inc.

(Exact name of Registrant as specified in its charter)

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: (702) 830-7919
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

N/A
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

☐ 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 1.01 Entry into a Material Definitive Agreement.

~~Item~~On 8January 11, 2021, Grow Capital, Inc.01, ~~Other~~a ~~Events~~Nevada corporation (the “Company”), issued and sold 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 (“Common Stock”), to five separate accredited investors (the “Purchasers”), pursuant to separate securities purchase agreements (the “Purchase Agreements”) entered into on December 30, 2020. The per share purchase price was $0.25 per share resulting in aggregate gross proceeds to the Company of $375,000. The Purchase Agreements contain customary representations, warranties and covenants of the parties. The Purchasers included: (i) a limited liability company owned by Terry Kennedy, the Chief Executive Officer of the Company; (ii) Jonathan Bonnette, the Chief Technology Officer of the Company and the Chief Executive Officer of Bombshell Technologies, Inc., a subsidiary of the Company; and (iii) James Olson, a Director and Chairman of the Board of the Company. The proceeds of the offering will be used for the Company’s ongoing operations and execution of its current business plan which is an acquisition and operations strategy focused on financial technology, or “fintech” and complementary opportunities. The foregoing description of the Purchase Agreements is a summary and is qualified in its entirety by reference to the form of Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

AsItem ~~previously disclosed, on November 17, 2020, Grow Capital, Inc~~3.02. ~~(“we,”~~Unregistered ~~“us,”~~Sales ~~“our,” “Grow” or the “Company”) filed a Notification~~ of ~~Late~~Equity ~~Filing with the~~ Securities ~~and Exchange Commission ("SEC') on Form 12b-25 pertaining to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (the "10-Q")~~. Due to the complexity of the accounting issues arising out of businesses recently acquired, the Company was unable to timely file the 10-Q within the 5-day extension period afforded to the Company by filing the Form 12b-25.

The ~~Company~~information ~~previously~~set ~~anticipated~~forth ~~filing~~in ~~its~~Item ~~first~~1.01 ~~quarter~~of ~~10-Q~~this ~~prior~~Current toReport on Form 8-K concerning the 45offer ~~day~~and ~~cure~~sale of ~~period~~the ~~granted~~Shares ~~under~~to ~~OTCQB~~the ~~rules.~~Purchasers ~~However,~~pursuant ~~despite~~to the ~~diligent~~Purchase ~~efforts~~Agreements ofis ~~its~~incorporated ~~personnel,~~herein ~~consultants~~by ~~and~~reference. ~~auditors,~~The ~~and~~shares ~~due~~of toCommon ~~the~~Stock ~~complexity~~issued ofand sold under the ~~10-Q~~Purchase Agreements as ~~previously~~described ~~disclosed~~in Item 1.01 were offered and ~~described~~sold ~~below,~~by the Company ~~will~~in ~~not~~reliance upon bean ~~able~~exemption from registration pursuant to ~~file~~Section ~~the~~4(a)(2) ~~10-Q within~~of the ~~original~~Securities 45Act ~~day~~of ~~extension~~1933, as amended. Each of ~~OTCQB~~the ~~eligibility~~Purchasers ~~granted~~represented bythat ~~OTC.~~he ~~Therefore,~~was acquiring the ~~Company~~Shares ~~has~~for ~~requested~~investment anonly ~~additional~~and ~~extension~~not ofwith ~~time~~a toview ~~complete~~towards, ~~its~~or ~~outstanding~~for ~~10-Q~~resale ~~which~~in connection ~~has~~with, ~~been~~the ~~granted~~public bysale ~~the~~or ~~OTC~~distribution thereof. ~~During~~ ~~this~~Accordingly, ~~cure~~the ~~period,~~Shares have not been registered under the ~~Company may~~Securities ~~continue~~Act toand such securities may not be ~~traded~~offered onor sold in the ~~OTCQB~~United ~~market.~~States ~~The~~absent ~~Company~~registration ~~expects~~or toan ~~file~~exemption ~~its~~from registration ~~first~~under ~~quarter~~the ~~Form~~Securities ~~10-Q~~Act onand orany ~~before~~applicable ~~February~~state 1,securities ~~2021~~laws.

AsItem previously disclosed, our first quarter 10-Q is a complex filing because our recent acquisitions require us to analyze the Company’s variable interests, including equity investments, to determine if the Company has any variable interests in variable interest entities9. ~~Generally~~01 ~~accepted~~Financial ~~accounting~~Statements principles (“GAAP”) require a reporting entity to consolidate a variable interest entity when the reporting entity has a variable interest that provides it with a controlling interest in the variable interest entity. The entity that consolidates a variable interest entity is referred to as the primary beneficiary of that variable interest entity. The Company and its auditors have determined, due to the recent acquisitions, that certain additional related entities are variable interest entities of which Grow is the primary beneficiary, and therefore GAAP requires the consolidation of the variable interest entities with the financial statements of Grow.Exhibits

The Company has been diligently working with its reporting consultants and auditors to obtain all the required supporting data and process the very large amount of financial information. Due to several factors including the sheer volume of the information required to be analyzed and the timeline it is taking to obtain all necessary support from much larger operating entities, further complicated by the impact of COVID-19 on the Company the Company requested an additional thirty (30d) ~~day extension of OTC eligibility in which to complete the necessary data analysis and file the pending report on Form 10-Q and Form 8-K which has been granted by the OTC~~Exhibits. The Company has been assured by its consultants, auditors and relevant personnel that this work will be completed in time to enable the filing of the delinquent 10-Q for the three months ended September 30, 2020 by January 31, 2021.

2Ex. 10.1 Form of Securities Purchase Agreement

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.

	Grow Capital, Inc.

Date: January 14, 2021	By:	/s/Terry Kennedy
		Terry Kennedy
		Chief Executive Officer

By: /s/ Terry Kennedy

Terry Kennedy Chief Executive Officer

Dated: December 21, 2020

Filing Compare · GROW CAPITAL, INC.