GROM Grom Social Enterprises Inc

In a release issued under the same headline earlier today by Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW), please note that information in the first and third paragraphs has been updated, along with other minor edits. The corrected release follows:

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 on November 9, 2023, it had entered into a securities purchase agreement (as amended on November 20, 2023, 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 Warrants to be issued at the First Closing shall be (i) a Warrant for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (ii) a Warrant for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock (together, the “First Closing Warrants”). The Warrants to be issued at the Second Closing shall be (i) a Warrant for 757,036 shares of Common Stock with an exercise price of $1.78 per share of Common Stock and (ii) a Warrant for 757,036 shares of Common Stock with an exercise price of $.001 per share of Common Stock (together, the “Second Closing Warrants”).

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 below) has been declared effective by the Securities and Exchange Commission (the “SEC”).

The shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors.

Pursuant to the Registration Rights Agreement (the “Registration Rights Agreement”), the Company is required to file a registration statement (the “Registration Statement”) with the SEC covering shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants.

The Company intends to use the net proceeds from the private placement for general working capital and administrative purposes.

EF Hutton, division of Benchmark Investments, LLC, is acting as exclusive placement agent for the Transactions.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Grom Social Enterprises, Inc.

Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) is an emerging social media platform and original content provider of entertainment for children under 13, which provides safe and secure digital environments for kids that can be monitored by their parents or guardians. The Company has several operating subsidiaries, including Grom Social, which delivers its content through mobile and desktop environments (web portal and apps) that entertain children and lets them interact with friends, access relevant news, and play proprietary games while teaching them about being good digital citizens, and Curiosity Ink Media, a global media company that develops, acquires, builds, grows, and maximizes the short-, mid-, and long-term commercial potential of Kids & Family entertainment properties and associated business opportunities. The Company also owns and operates Top Draw Animation, which produces award-winning animation content for some of the largest international media companies in the world. The Company also includes Grom Educational Services, which provides web filtering for K-12 schools, government and private businesses. For more information, please visit https://gromsocial.com or for investor relations, please visit http://investors.gromsocial.com.

Safe Harbor Statement

This press release may contain forward-looking statements about Grom Social Enterprises, Inc. activities that are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected, including statements related to the amount and timing of expected revenues and any payment of dividends on our common stock, statements related to our financial performance, expected income, distributions, and future growth for upcoming quarterly and annual periods, and other risks set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors. Among other matters, the Company may not be able to sustain growth or achieve profitability based upon many factors including, but not limited to general stock market conditions. We have incurred and will continue to incur significant expenses in the expansion of our existing and new service lines, noting there is no assurance that we will generate enough revenues to offset those costs in both the near and long-term. Additional service offerings may expose us to additional legal and regulatory costs and unknown exposure(s) based upon the various geopolitical locations where we will be providing services, the impact of which cannot be predicted at this time. All forward-looking statements speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Investor Relations Contact:Floyd StumpfWorldwide Financial Marketing, Inc.info@wwfinancial.com954-360-9998

Media Contact :Paul WardGrom Social Enterprises, Inc.Paul@Gromsocial.com917-593-6066