GROMW - Grom Social Enterprises Inc. Signs $8.0 Million Convertible Notes Financing Agreement | Benzinga
BOCA RATON, Fla., Nov. 22, 2023 (GLOBE NEWSWIRE) -- Grom Social Enterprises, Inc. (NASDAQ:GROM, GROMW)) ("Grom" or the "Company"), a media, technology, and entertainment company dedicated to family-friendly programming, web filtering technology and safe social media for kids, today announced that it has entered into a securities purchase agreement (the "SPA") with a single institutional investor (the "Investor") pursuant to which the Company has agreed to sell two convertible promissory notes of the Company (each, a "Note" and collectively, the "Notes"), with each Note having an initial principal amount of $4,000,000, for a price of $3,640,000 per Note. In connection with the purchase and sale of the Notes, the Company has agreed to issue to the Investor warrants (each, a "Warrant" and collectively, the "Warrants") to acquire a total of 3,028,146 shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock") (the issuance of the Warrants together with the purchase and sale of the Notes, the "Transactions").
The Transactions are subject to shareholder approval (the "Shareholder Approval"). The Company has agreed to secure Shareholder Approval for the SPA and the Transactions at a special meeting or via a written consent in lieu of a meeting.
Pursuant to the SPA, the issuance of the Notes and the Warrants shall occur at two closings (the "First Closing" and the "Second Closing", each a "Closing"). The Warrant to be issued at the First Closing shall be a Warrant for 1,514,073 shares of Common Stock and shall have an exercise price of $1.78 per share of Common Stock. The Warrant to be issued at the Second Closing shall be a Warrant for 1,514,073 shares of Common Stock and shall have an exercise price of $0.001 per share of Common Stock.
Subject to the terms and conditions set forth in the SPA, the First Closing shall occur on the first business day following the receipt of the Shareholder Approval, and the Second Closing shall occur thirty-five (35) business days following the date that the Registration Statement (as defined ...