Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Separation Agreement

On April 22, 2022, Grom Social Enterprises, Inc. (the "Company"), Grom Social, Inc. and Melvin Leiner entered into an Executive Separation Agreement (the "Separation Agreement"), pursuant to which Mr. Leiner retired from his positions as the Company's Executive Vice President and Chief Operating Officer. Pursuant to the Separation Agreement, Mr. Leiner's employment with the Company ended on April 22, 2022 and Mr. Leiner is to receive separation payments over a nine (9) month period equal to his base salary, as well as certain limited health benefits.

In accordance with the Separation Agreement, the Company will pay to Mr. Leiner the sum of $236,250 in biweekly installments over the nine (9) month period beginning on the first regular Company pay period after April 22, 2022 and ending on January 13, 2022. The Separation Agreement also contains non-disparagement covenants and a mutual release of claims by the parties thereto.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Separation Agreement and is subject to and qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which is filed herewith as Exhibit 10.1.





Departure of Director

On April 22, 2022, Mr. Leiner resigned from the Company's Board of Directors (the "Board"), effective immediately. Mr. Leiner did not serve on any Board committees at the time of his resignation. Mr. Leiner did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.            Exhibit

Exhibit 10.1 Executive Separation Agreement, dated April 22, 2022, by and among

Grom Social Enterprises, Inc.,Grom Social, Inc. and Melvin Leiner*

Exhibit 104 Cover Page Interactive Data File (formatted in IXBRL, and included


               in exhibit 101).

* Portions of this exhibit have been omitted as being both (i) not material, and (ii) would likely cause competitive harm if publicly disclosed









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