Item 8.01 Other Events. As a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year endedJune 30, 2021 ,Grow Capital, Inc. (the "Company") received written notice from OTC Markets Group Inc. informing the Company that it would be downgraded from the OTCQB to the OTC Pink market effectiveNovember 12, 2021 . OTC Markets Group Inc. noted that the Company was not in compliance with the OTCQB Standards Section 2.2, and the Company received a 45 day cure period, untilNovember 12, 2021 , to file the Annual Report and post the OTCQB Certification. The Company did not comply with the OTCQB filing requirements because it had not filed the Annual Report on its Form 10-K for the fiscal year ended onJune 30, 2021 or the OTCQB Certification byNovember 12, 2021 . The Company has failed to regain compliance pursuant to the above rules. The Company requested a further extension of time to conclude the required audit of theJune 30, 2021 financial results, which extension was granted by OTCMarkets, providing an extension to file the required reports no later thanDecember 27, 2021 . The Company has used its best efforts to conclude the required audit, which involves complex analysis of revenue recognition relative to certain entities which meet the criteria of having common control withGrow Capital , has considered the noncompliance with OTCQB's continued listing requirements and failure to file in a timely manner material in its financial reporting, and concluded that voluntarily downgrading to the OTC Expert Market is in the best interest of the Company, stockholders, and prospective investors. Accordingly, the Company's common stock will be downgraded effective with the open of business onDecember 28, 2021 . The Company's common stock is expected to continue to be traded on the OTC Expert Market, and the Company will seek to establish relationships with market makers to provide additional trading opportunities in the Company's stock at the earliest opportunity through submission of a Form 15C-211 and application to upgrade to OTC Pink. However, there can be no assurance that a market for the Company's shares will develop. Further, in order to facilitate trading on the OTC Pink market under the alternative reporting standards ("ARS"), the Company will immediately file a Form 15 with theSecurities and Exchange Commission in order to terminate its reporting obligations. The Expert Market is available only for unsolicited quotes, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the issuer. Quotations in Expert Market securities are only made available to broker-dealers, institutions and other sophisticated investors. As a practical matter, once the Company's common stock is moved to the Expert Market, the Company's stockholders will no longer have a public trading market for their shares. After the voluntary downgrading to the OTC Expert Market, the Company will develop a plan for satisfying the required reporting requirements as soon as economically feasible, and returning to the OTC Pink market or other appropriate listing service or exchange.
--------------------------------------------------------------------------------
© Edgar Online, source