Item 1.01 Entry into a Material Definitive Agreement.
On January 11, 2021, Grow Capital, Inc., a Nevada corporation (the "Company"),
issued and sold 1,500,000 shares (the "Shares") of the Company's common stock,
par value $0.001 ("Common Stock"), to five separate accredited investors (the
"Purchasers"), pursuant to separate securities purchase agreements (the
"Purchase Agreements") entered into on December 30, 2020. The per share purchase
price was $0.25 per share resulting in aggregate gross proceeds to the Company
of $375,000. The Purchase Agreements contain customary representations,
warranties and covenants of the parties. The Purchasers included: (i) a limited
liability company owned by Terry Kennedy, the Chief Executive Officer of the
Company; (ii) Jonathan Bonnette, the Chief Technology Officer  of the Company
and the Chief Executive Officer of Bombshell Technologies, Inc., a subsidiary of
the Company; and (iii) James Olson, a Director and Chairman of the Board of the
Company. The proceeds of the offering will be used for the Company's ongoing
operations and execution of its current business plan which is  an acquisition
and operations strategy focused on financial technology, or "fintech" and
complementary opportunities.  The foregoing description of the Purchase
Agreements is a summary and is qualified in its entirety by reference to the
form of Securities Purchase Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K
concerning the offer and sale of the Shares to the Purchasers pursuant to the
Purchase Agreements is incorporated herein by reference. The shares of Common
Stock issued and sold under the Purchase Agreements as described in Item 1.01
were offered and sold by the Company in reliance upon an exemption from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended.  Each of the Purchasers represented that he was acquiring the Shares
for investment only and not with a view towards, or for resale in connection
with, the public sale or distribution thereof. Accordingly, the Shares have not
been registered under the Securities Act and such securities may not be offered
or sold in the United States absent registration or an exemption from
registration under the Securities Act and any applicable state securities laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Ex. 10.1 Form of Securities Purchase Agreement

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