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 ended June 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 effective November 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,
until November 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 on June 30, 2021 or the OTCQB Certification by November 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 the June
30, 2021 financial results, which extension was granted by OTCMarkets, providing
an extension to file the required reports no later than December 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 with Grow 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 on December 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 the Securities 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.

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