Item 8.01. Other Events.

As previously reported, on June 21, 2021 (the "Closing Date"), Grom Social Enterprises, Inc., a Florida corporation (the "Company"), sold an aggregate of 2,409,639 units (the "Units"), at a price to the public of $4.15 per Unit (the "Offering"), each Unit consisting of one share (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and a warrant to purchase one share of Common Stock at an exercise price of $4.565 per share (the "Warrants"), pursuant to that certain Underwriting Agreement, dated as of June 16, 2021 (the "Underwriting Agreement"), between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative ("EF Hutton") of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted EF Hutton a 45-day option (the "Over-Allotment Option") to purchase up to 361,445 additional Units of Shares and Warrants, to cover over-allotments in connection with the Offering, which EF Hutton exercised with respect to Warrants exercisable for up to an additional 361,445 shares of Common Stock on the Closing Date.

On July 15, 2021, EF Hutton exercised in full the Over-Allotment Option with respect to all 361,445 additional Shares of the Company's Common Stock.

After giving effect to the full exercise of the Over-Allotment Option, the total number of Units sold by the Company in the Offering was 2,771,084, for total gross proceeds to the Company of approximately $11,500,000, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

On July 15, 2021, the Company issued a press release announcing the full exercise and closing of the Over-Allotment option. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
   99.1         Press release, dated July 15, 2021
















































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