Bombshell Technologies, LLC signed a letter of intent to acquire Grow Capital, Inc. (OTCPK:GRWC) in a reverse merger transaction on March 12, 2019. Bombshell Technologies, LLC entered into an agreement to acquire Grow Capital, Inc. (OTCPK:GRWC) in a reverse merger transaction on June 26, 2019. Under the terms of the letters of intent, Grow Capital, Inc will tender shares of its stock for Bombshell Technologies. As per the agreement, in exchange for unregistered restricted shares of Grow Capital's common stock, 100% of the outstanding shares of Bombshell would be acquired. Upon closing, the shares of Bombshell common stock outstanding immediately prior to the effective time of exchange shall be converted solely into the right to receive 11.1 million shares of Grow Capital common stock on a pro rata basis. Additionally, pursuant to the agreement, the Bombshell holders will be eligible to receive earn-out consideration of up to $3 million in shares of Grow Capital common stock earnable in $1 million increments in the second, third and fourth years after the closing, based on whether Bombshell is able to meet certain EBIT thresholds in each year as set forth in the agreement. The number of earn-out shares to be issued would not exceed 36.8 million. As per the agreement, Bombshell shall become a wholly-owned subsidiary of Grow Capital. The agreement is terminable by Grow Capital or Bombshell, if the closing has not occurred by October 31, 2019 and the terminating party is not in breach. A due diligence review is underway and a final determination regarding this acquisition is anticipated within weeks. The final closing of the transaction is subject to customary closing conditions, which are expected to be satisfied in July 2019. Other conditions include the receipt of any necessary regulatory approvals and third party consents, Grow Capital and the Bombshell Holders entering into the registration rights agreement and there being no material adverse change in the business, condition (financial or otherwise), capitalization, assets, operations or financial performance of Bombshell or Grow Capital. Shareholders of Bombshell approved the agreement. The transaction is expected to close on October 31, 2019. Mark Coffin of Seyfarth Shaw LLP acted as legal advisor to Grow Capital, Inc. Glenn H. Truitt of Ideal Business Partners acted as legal advisor to Bombshell Technologies, LLC. Bombshell Technologies, LLC completed the acquisition of Grow Capital, Inc. (OTCPK:GRWC) in a reverse merger transaction on July 23, 2019. Immediately prior to the Closing, Grow Capital, Bombshell and the Bombshell Holders entered into an amendment to the Exchange Agreement (the “Amendment”). Pursuant to the Amendment, at the Closing, Grow Capital acquired 100% of the outstanding shares of Bombshell (the “Bombshell Shares”) in exchange for the Bombshell Holders receiving the right to receive 110.7 million shares (the “Consideration Shares”) of unregistered restricted shares of Grow Capital's common stock, par value $0.001 on a pro rata basis, 33 million of which were issued to the Bombshell Holders (the “Closing Shares”) at the Closing on a pro rata basis. The remaining 77.7 million Consideration Shares (the “Secondary Shares”) will be issued to the Bombshell Holders upon the Company filing an effective amended and restated articles of incorporation (the “Charter Amendment”) that increases the number of authorized shares of Common Stock. The Bombshell Holders are also eligible to receive earn-out consideration of up to an additional 36,769,215 shares of Common Stock (the “Earn-out Shares”) earnable in tranches of 12,256,405 shares of Common Stock in each of the second, third and fourth years after the Closing, based on whether Bombshell is able to meet certain Earnings Before Interest and Taxes thresholds in each year. If the Company is unable to obtain approval of the Charter Amendment by October 31, 2019 (the “Outside Date”), then the Bombshell holders will have the option to require GC to transfer the Bombshell Shares to the Bombshell Holders as liquidated damages, after which GC shall have no further obligation to issue the Secondary Shares. The Outside Date will be extended up to an additional 60 days if (a) either the Company’s information statement or preliminary proxy statement is under review by the SEC or (b) the Company has filed a definitive proxy statement with the SEC.