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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 8, 2023

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

On August 8, 2023, Grom Social Enterprises, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”) virtually, via live webcast.

 

As of the close of business on June 29, 2023, the record date for the Annual Meeting (the “Record Date”), there were 8,992,861 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), each of which is entitled to one vote per share with an aggregate of 8,992,861 votes and 9,281,809 shares of the Company’s Series C Preferred Stock (the “Series C Stock”), each of which is entitled to 1.5625 votes per share with an aggregate of 14,502,826 votes constituting all of the outstanding and entitled to vote of the Company.

 

At the Annual Meeting, the holders of 3,531,581 shares of the Common Stock representing 3,531,581 votes and holders of shares 8,290,024 of the Series C Stock representing 12,953,163 votes were represented in person or by proxy constituting a quorum, equivalent to approximately 70.16% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

 

1.The four nominees for director were elected to serve a one-year term as follows:

 

Director   Votes For   Votes Against   Abstain   Broker Non-Vote
Darren Marks   13,658,125   0   89,866   2,736,753
Norman Rosenthal   13,653,761   0   94,230   2,736,753
Robert Stevens   13,656,729   0   91,262   2,736,753
Dr. Thomas Rutherford   13,429,221   0   318,770   2,736,753

 

2. The proposal to ratify the appointment of Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:

 

Votes For   Votes Against   Broker Non-Votes   Votes Abstained
16,412,127   22,749   49,868   0

 

 

3. The proposal to approve an amendment to the articles of incorporation of the Company (the “Articles of Incorporation”) to effect a reverse split of our outstanding Common Stock at a ratio in the range of 1-for-2 to 1-for-20 to be determined at the discretion of the Board of Directors of the Company, whereby each outstanding 2 to 20 shares would be combined, converted and changed into one share of Common Stock, to enable the Company to comply with the continued listing requirements of the Nasdaq Stock Market was approved as follows: 

 

Votes For   Votes Against   Broker Non-Votes   Votes Abstained
16,050,416   424,343   9,985   0

 

4. The proposal to approve the Amended and Restated 2020 Equity Incentive Plan of the Company was approved as follows:

 

Votes For   Votes Against   Broker Non-Votes   Votes Abstained
13,353,682   390,063   4,246   2,736,753

 

 

 

 

 

 

 2 
 

 

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: August 10, 2023 By:  /s/ Darren Marks
   

Darren Marks

Chief Executive Officer

 

 

 

 

 

 

 

 3 

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Aug. 08, 2023
Document Type 8-K
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Document Period End Date Aug. 08, 2023
Entity File Number 001-40409
Entity Registrant Name GROM SOCIAL ENTERPRISES, INC.
Entity Central Index Key 0001662574
Entity Tax Identification Number 46-5542401
Entity Incorporation, State or Country Code FL
Entity Address, Address Line One 2060 NW Boca Raton Blvd., Suite #6
Entity Address, City or Town Boca Raton
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33431
City Area Code (561)
Local Phone Number 287-5776
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol GROM
Security Exchange Name NASDAQ
Warrant [Member]  
Title of 12(b) Security Warrants
Trading Symbol GROMW
Security Exchange Name NASDAQ
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