Item 1.01 Entry into a Material Definitive Agreement
Curiosity Ink Acquisition
On
On the Closing Date, the Company entered into a new CIM limited liability
company agreement with Sellers ("
In addition, pursuant to the terms of the Purchase Agreement on the Closing Date
the Company paid or delivered to Curiosity Ink, as a capital contribution: (i)
Employment Agreements
In connection with the closing of the Acquisition, on the Closing Date, the
Company entered into Employment Agreements with
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The foregoing descriptions of the Acquisition, Purchase Agreement,
Item 2.01 Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure set forth under Item 1.01 above with respect to the completion of the acquisition of Curiosity Ink, which disclosure is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure set forth under Item 1.01 above with respect to the issuance of the Note, which disclosure is incorporated herein by reference.
Item 3.02 Unregistered Sales of
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The issuance of the shares of common stock issued to the Sellers will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as transactions by an issuer not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
Cautionary 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 forward-looking statements
involve risks and uncertainties that affect the Company's operations, financial
performance, and other factors as discussed in the Company's filings with the
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. In accordance with Item 9.01(a),Curiosity Ink Media LLC's (i) audited balance sheets as ofDecember 31, 2020 and 2019 and 2018 and statement of operations, statement of changes in stockholder's equity and statement of cash flows for the years endedDecember 31, 2020 and 2019 are filed with this Report as Exhibit 99.2 and (ii) unaudited balance sheet as ofJune 30, 2021 and statement of operations, statement of changes in stockholder's equity and statement of cash flows for the six months endedJune 30, 2021 are filed with this Report as Exhibit 99.3 (b) Pro Forma Financial Information. In accordance with Item 9.01(b), the Company's pro forma unaudited combined financial statements for the fiscal year endedDecember 31, 2020 and for the six months endedJune 30, 2021 are filed with this Report as Exhibit 99.4. (d) Exhibits Exhibit No. Description of Exhibit 4.1 8% Convertible Promissory Note, dated August 19, 2021, issued by Grom Social Enterprises, Inc. to Curiosity Ink Media LLC (1) 10.1 Membership Interest Purchase Agreement dated July 29, 2021, by and among the Company, Sellers and CIM (filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K, datedAugust 4, 2021 , which exhibit is incorporated herein by reference) 10.2 Amended and Restated Limited Liability Company Agreement dated as of August 19, 2021 by and among CIM, Grom and Sellers (1) 10.3 Employment Agreement dated as of August 19, 2021 between the Company and Russell Hicks (1) 10.4 Non-Qualified Stock Option Agreement dated August 19, 2021 between the Company and Russell Hicks (1) 10.5 Employment Agreement dated as of August 19, 2021 between the Company and Brent Watts (1) 10.6 Non-Qualified Stock Option Agreement dated August 19, 2021 between the Company and Brent Watts (1) 99.1 Press Release, dated August 23, 2021 (1) 99.2 Audited balance sheets as of December 31, 2020 and 2019 and statement of operations, statement of changes in shareholder's equity and statement of cash flows for the years endedDecember 31, 2020 and 2019 forCuriosity Ink Media LLC 99.3 Unaudited balance sheets as of June 30 30, 2021 and statement of operations, statement of changes in shareholder's equity and statement of cash flows for the six months endedJune 30, 2021 forCuriosity Ink Media LLC 99.4 Proforma unaudited combined financial statements for the year endedDecember 31, 2020 and for the six months endedJune 30, 2021
(1) Incorporated by reference to the corresponding exhibit of the Company's
Current Report on Form 8-K filed with the
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