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): ~~July~~August 1819, 2024

GROM SOCIAL ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Florida

001-40409

46-5542401

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2060 NW Boca Raton Blvd., Suite #6

Boca Raton, Florida 33431

(Address of principal executive offices)

Registrant’s telephone number, including area code: (561) 287-5776

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.001	GROM	The Nasdaq Capital Market
Warrants to purchase shares of Common Stock, par value $0.001 per share	GROMW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐

Item 13.01 ~~Entry~~Notice ~~Into~~of ~~Material~~Delisting ~~Definitive~~or ~~Agreement~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on ~~November~~February 929, ~~2023~~2024, ~~Grom~~ Grom Social Enterprises, Inc., (the “Company”) received a ~~Florida~~letter ~~corporation~~from the staff (the “~~Company~~Nasdaq Staff”), ~~entered~~of ~~into~~the aListing Qualifications ~~Securities~~Department ~~Purchase~~of ~~Agreement,~~The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as ~~amended~~the bid price for the Company’s onlisted ~~November~~securities ~~20,~~closed ~~2023~~at ~~and~~less ~~March~~than ~~11,~~$1 ~~2024~~per ~~(the~~share ~~“November~~for ~~2023~~the ~~SPA”)~~previous ~~with~~30 ~~Generating~~consecutive ~~Alpha~~business ~~Ltd.~~days, athe ~~Saint~~Company’s ~~Kitts~~securities ~~and Nevis~~will ~~Corporation~~be (delisted from the ~~“Generating~~Nasdaq ~~Alpha”),~~Capital ~~pursuant~~Market tobased ~~which~~upon the Company’s ~~has~~non-compliance ~~agreed~~with tothe ~~sell~~minimum ~~two~~bid ~~convertible~~price ~~promissory~~requirement ~~notes~~for continued oflisting on the ~~Company~~Nasdaq Capital Market (Nasdaq Listing Rule 5550(a)(2) (the “~~November~~Minimum ~~2023~~Bid ~~Notes~~Price Requirement”), ~~with~~unless ~~each~~the ~~November~~Company requests ~~2023~~a ~~Note~~hearing ~~having~~before anthe ~~initial~~Nasdaq ~~principal~~Hearings ~~amount~~Panel of(the $4“Panel”) by March 7,~~000,000, for~~ a2024. ~~price~~Also ofas $3previously reported,~~640~~ following the hearing,~~000~~ ~~per~~on ~~November~~April ~~2023~~15, ~~Note.~~2024 Inthe ~~connection~~hearing ~~with~~panel granted the ~~purchase~~Company’s ~~and~~request ~~sale~~for ofan ~~the~~exception ~~November~~with ~~2023~~milestones ~~Notes,~~based on the Company ~~has~~’s ~~agreed~~timeline tothat ~~issue~~required the Company to ~~Generating~~effect ~~Alpha~~a ~~warrants~~reverse tostock ~~acquire~~split aon ~~total~~or ofbefore 3August 13,~~028~~ 2024,~~146~~ ~~shares~~and ofto ~~the~~demonstrate ~~Company’s~~compliance ~~Common~~with ~~Stock,~~the Minimum ~~par~~Bid ~~value~~Price ~~$0.001 per~~Requirement ~~share~~on ~~(the~~or ~~“Common~~before ~~Stock”)~~August 27, 2024.

~~Also~~The asCompany ~~previously~~failed ~~reported,~~to effect the reverse split on ~~April~~August 113, 2024, and will be unable to evidence compliance with the ~~Company~~Bid ~~entered~~Price ~~into~~Rule for a ~~Securities~~minimum ~~Purchase~~of ~~Agreement,~~ten asconsecutive ~~amended~~trading onsessions by ~~April~~the 24August 27, 2024 ~~(the~~deadline. ~~“April~~As ~~2024~~a ~~SPA~~result,” ~~and~~on ~~together with~~August 15, 2024, the ~~November~~Company ~~2023~~received ~~SPA,~~a letter (the “~~Purchase Agreements~~Letter”) ~~with~~from ~~Generating~~the ~~Alpha~~Nasdaq Staff, ~~pursuant~~indicating tothat ~~which~~Nasdaq ~~the Company~~ has ~~agreed~~ determined to ~~sell~~delist athe ~~convertible~~securities ~~promissory note~~ of the Company (the “~~April 2024 Note~~Decision”),. ~~having~~The anCompany ~~initial~~may ~~principal~~request that ~~amount~~the ~~of $650,000,~~Nasdaq ~~for~~Listing and Hearing Review Council review this Decision by submitting a ~~price~~written ofrequest ~~$520,000~~for review within 15 days. InThe Company ~~connection~~did ~~with~~not request the ~~purchase~~Nasdaq Listing and ~~sale~~Hearing ofReview ~~the~~Council ~~April~~to ~~2024~~review ~~Note,~~ the ~~Company~~Decision. ~~has~~The ~~agreed~~Company’s tosecurities ~~issue~~were tosuspended ~~Generating~~from ~~Alpha~~trading aon ~~common~~Nasdaq ~~stock~~on ~~purchase~~August ~~warrant~~19, to2024 ~~acquire~~and ahave ~~total~~not oftraded ~~962,962~~on ~~shares~~Nasdaq ofsince ~~the~~that ~~Common Stock~~time.

OnThe ~~July 18, 2024, the~~ Company ~~entered~~anticipates ~~into~~its alisted ~~consent~~securities ~~and~~will ~~waiver~~continue ~~(the “Waiver”)~~ to ~~November~~trade ~~2023~~on ~~SPA~~the ~~and~~OTC ~~April~~Pink ~~2024~~Open ~~SPA~~Market. ~~with~~The ~~Generating~~Company ~~Alpha,~~expects ~~pursuant~~its tocommon ~~which~~stock ~~Generating Alpha consented~~ to atrade ~~proposed~~under ~~financing that~~ the ~~Company~~symbol ~~intends to pursue (the~~ “~~Financing~~GROM”) and ~~waived~~its ~~any~~warrants ~~and~~to ~~all restrictions~~trade orunder ~~prohibitions in~~ the ~~Purchase~~symbol ~~Agreements~~“GROMW.” ~~and~~The ~~all~~Company ~~other~~intends ~~transaction documents relating~~ to ~~the~~explore ~~Financing.~~its Aseligibility ~~consideration~~ for ~~the~~listing ~~Waiver,~~on either the OTCQX ~~Company~~Best ~~agreed~~Market toor ~~the~~OTCQB ~~following:~~Venture ~~(i)~~Market. ~~35%~~The ofCompany ~~net~~cannot ~~proceeds~~provide ~~received~~assurance ~~from~~that ~~the~~its ~~Financing~~common stock will becontinue ~~utilized~~ to ~~repay~~trade ~~the principal balances outstanding~~ on the ~~December 2023 Note and April 2024 Note~~OTC Market, ~~and~~that ~~the~~brokers ~~repayments~~will ~~are~~continue ~~subject~~ to ~~the~~provide ~~130%~~public ~~optional~~quotes ~~redemption right under Section 4.1~~ of the ~~December 2023 Note and the April 2024 Note; (ii) the~~ Company’s ~~shall~~common ~~use~~stock, ~~its~~that ~~best efforts to obtain approval of The Nasdaq Stock Market LLC (“Nasdaq”) to reset~~ the ~~conversion~~brokers ~~floor~~will ~~price~~develop ofa ~~the November 2023 Notes to 20% of~~market ~~Nasdaq~~for ~~Official Closing Price as of~~ the ~~date~~Company’s ofcommon ~~the Waiver~~stock, ~~(iii)~~or athat ~~one-time issuance of a pre-funded warrant (~~the ~~“Pre-Funded Warrant”)~~trading tovolume ~~purchase $750,000 worth~~ of ~~shares of Common Stock at an exercise price of $0.0001 to Generating Alpha, in a form substantially similar to~~ the ~~warrants~~Company’s ~~issued~~common ~~pursuant~~stock towill ~~the~~be ~~April~~sufficient ~~2024~~enough ~~SPA, and (iv) waive the requirement~~ to ~~reinvest a percentage of~~generate ~~any~~an ~~realized~~efficient ~~net~~trading ~~profit as defined under Section 6~~market.~~09 of the November 2023 SPA.~~

~~Item~~Cautionary ~~3.02 Unregistered Sales of Equity Securities.~~Statements

This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The ~~information~~forward-looking ~~contained~~statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in ~~Item~~the 1Company’s filings with the SEC.01 ~~above~~Among the isfactors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the ~~incorporated~~SEC. ~~herein~~You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by ~~reference~~law.

The Pre-Funded Warrant described in Item 1.01 above will be offered and sold in reliance upon an exemption from registration pursuant to Section 4(1) and Regulation D of the Securities Act of 1933, as amended.

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of such documents. The Waiver attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Consent and Waiver, dated July 18, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	GROM SOCIAL ENTERPRISES, INC.
Date: July 22, 2024	By:	/s/ Darren Marks
Date: August 27, 2024	By:	/s/ Darren Marks
		Darren Marks Chief Executive Officer

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