GROM / Grom Social Enterprises, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 GROM SOCIAL ENTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form

As filed with the Securities and Exchange Commission on July 25, 2024

Table of Contents As filed with the Securities and Exchange Commission on July 25, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Grom Social Enterprises, Inc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid Equity Units consisting of: (3) 457(o) — — $4,600,000 $0.

Consent and Waiver, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd, dated July 18, 2024

Exhibit 10.1 July 18, 2024 Sent via Email Generating Alpha Ltd. Attention: Dave Martin Re: Grom Social Enterprises, Inc., a Florida corporation (“we” or the “Company”) Financing Waiver Dear Dave, Reference is made to (i) that certain Securities Purchase Agreement by and between the Company and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Generating Alpha”) dated as of November 9, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 GROM SOCIAL ENTERPR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

GROM / Grom Social Enterprises, Inc. / Ionic Ventures, LLC - SC 13G/A Passive Investment

SC 13G/A 1 g084311sc13g.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39878L506 (CUSIP Number) June 28, 2024 (Date of Event which Requires Filing of this Statement) Check the appro

DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name of Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For

PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name of Registran

First Amendment, dated April 24, 2024, to Convertible Promissory Note, dated April 4, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.3 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”) is dated effective as of April 24, 2024 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”) and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company, the “P

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commis

First Amendment, dated April 24, 2024, to Securities Purchase Agreement, dated April 1, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.2 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of April 24, 2024 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company,

Omnibus Amendment Agreement, dated April 24, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.1 OMNIBUS AMENDMENT AGREEMENT NO. 1 This Omnibus Amendment Agreement No. 1 (this “Amendment”), dated as of April 24, 2024, by and between (i) Grom Social Enterprises, Inc., a corporation incorporated under the laws of the State of Florida (the "Company") and (ii) Generating Alpha Ltd., a Saint Kitts and Nevis company (the “Holder”). WHEREAS: A. The Company and the Holder executed that c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social Enterp

Form of Common Stock Purchase Warrant issued to Generating Alpha Ltd.

Exhibit 10.3 COMMON STOCK PURCHASE WARRANT Grom Social Enterprises, Inc. Warrnt Shares: 962,962, subject to adjustment as set forth herein. Issuance Date: April 1, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Generating Alpha Ltd., or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the c

Form of Voting Agreement by and between Grom Social Enterprises, Inc., certain shareholders of Grom Social Enterprises, Inc., and Generating Alpha Ltd.

Exhibit 9.1 VOTING AGREEMENT Dated as of April 1, 2024 This Voting Agreement, dated as of the date first set forth above (this “Agreement”), is entered into by and between Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Buyer”), Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of

Form of Registration Rights Agreement by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.4 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 1, 2024 (the “Effective Date”), between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Buyer”). The Company and the Buyer may be referred to herein individually as a “Party” and

Securities Purchase Agreement, dated April 1, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.1 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS AGREEMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS THE COMPANY (AS DEFINED BELOW) MAY HAVE AND ALLOW

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Form of $650,000 Principal Amount, 20% Original Issue Discount Note issued to Generating Alpha Ltd.

Exhibit 10.2 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS NOTE CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 506 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 GROM SOCIAL ENTERP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commis

Second Amendment, dated March 11, 2024, to Securities Purchase Agreement, originally dated November 9, 2023, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.1 SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT This SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of March 11, 2024 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company

Securities Purchase Agreement, dated March 11, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.3 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 11th day of March 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Grom Social Enterprises, Inc., a Florida corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall is

First Amendment, dated March 11, 2024, to Convertible Promissory Note, dated November 9, 2023, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.2 FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”) is dated effective as of March 11, 2024 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”) and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Company, the “P

Registration Rights Agreement, dated March 11, 2024, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”), dated as of March 11, 2024 (the “Execution Date”), is entered into by and between Grom Social Enterprises, Inc. a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”). RECITALS: WHEREAS, pursuant to the Stock Purchase Agreement entered into by

Common Stock Purchase Warrant, dated March 11, 2024, issued to Generating Alpha Ltd.

Exhibit 10.4 FORM OF COMMON STOCK PURCHASE WARRANT Grom Social Enterprises, Inc. Warrant Shares: 2,314,814, subject to adjustment as set forth herein. Issuance Date: March 11, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Generating Alpha Ltd., or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exerci

GROM SOCIAL ENTERPRISES, INC. TO FURTHER EXPAND ENTERTAINMENT OFFERINGS THROUGH GAMING AS IT ENTERS INTO LETTER OF INTENT TO ACQUIRE LEADING GAMING COMPANY, ARCTIC7

Exhibit 99.1 GROM SOCIAL ENTERPRISES, INC. TO FURTHER EXPAND ENTERTAINMENT OFFERINGS THROUGH GAMING AS IT ENTERS INTO LETTER OF INTENT TO ACQUIRE LEADING GAMING COMPANY, ARCTIC7 Boca Raton, March 7, 2024 – Grom Social Enterprises, Inc. (NASDAQ: GROM) (“Grom” or the “Company”), a media, technology, and entertainment company dedicated to family-friendly programming, web filtering technology and safe

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

US39878L5066 / GROM SOCIAL ENTE / Ionic Ventures, LLC - SC 13G/A Passive Investment

SC 13G/A 1 g084052sch13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39878L506 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Grom Social Enterprises, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit t

US39878L4077 / GROM SOCIAL ENTE / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39878L407 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appr

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 January 3, 2024

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 January 3, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attention: Aliya Ishmukhamedova Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 File No. 333-276285 REQUEST FOR ACCELERATION OF EFFECTIVENE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 GROM SOCIAL ENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

Filing Fee Table

EXHIBIT 107 CALCULATION OF FILING FEES TABLE FORM S-1 (Form Type) Grom Social Enterprises, Inc.

Grom Social Enterprises, Inc. Announces Closing of $4.0 Million Private Placement

Exhibit 99.1 Grom Social Enterprises, Inc. Announces Closing of $4.0 Million Private Placement BOCA RATON, Fla., Dec. 21, 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 the first clos

As filed with the Securities and Exchange Commission on December 27, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 27, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name of Registran

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

First Amendment, dated November 20, 2023, to Securities Purchase Agreement, dated November 9, 2023, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated effective as of November 20, 2023 (the “Amendment Effective Date”), by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (the “Buyer,” and together with the Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name of Registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Soci

Form of Common Stock Purchase Warrant issued to Generating Alpha Ltd.

Exhibit 10.3 COMMON STOCK PURCHASE WARRANT Grom Social Enterprises, Inc. Warrant Shares: 1,514,073, subject to adjustment as set forth herein. Issuance Date: [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Generating Alpha Ltd., or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the con

Form of Voting Agreement by and between Grom Social Enterprises, Inc., certain shareholders of Grom Social Enterprises, Inc., and Generating Alpha Ltd

Exhibit 9.1 VOTING AGREEMENT Dated as of November 9, 2023 This Voting Agreement, dated as of the date first set forth above (this “Agreement”), is entered into by and between Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Buyer”), Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages

Form of Registration Rights Agreement by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.4 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], 2023 (the “Effective Date”), between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and Generating Alpha Ltd., a Saint Kitts and Nevis corporation (“Buyer”). The Company and the Buyer may be referred to herein individually as a “Party” and coll

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 GROM SOCIAL ENTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Comm

Form of $4,000,000 Principal Amount, 9% Original Issue Discount Note issued to Generating Alpha Ltd.

Exhibit 10.2 Exhibit A. THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS NOTE CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE INVESTOR T

Securities Purchase Agreement, dated November 9, 2023, by and between Grom Social Enterprises, Inc. and Generating Alpha Ltd.

Exhibit 10.1 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS EF HUTTON, A DIVISION OF BENCHMARK INVESTMENTS, LLC, A BROKER - DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA THIS AGREEMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS THE COMPANY (AS DEFINED BELOW) MAY HAVE AND ALLOW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

GROM / Grom Social Enterprises Inc / Ionic Ventures, LLC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39878L506 (CUSIP Number) September 12, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

946,000 Units Each Unit consisting of: One share of Common Stock One Series A Warrant to purchase one share of Common Stock One Series B Warrant to purchase one share of Common Stock 54,000 Pre-Funded Units Each Pre-Funded Unit consisting of: One Pre

Table of Contents Filed Pursuant to Rule 424(b)(1) Registration No. 333- 273895 946,000 Units Each Unit consisting of: One share of Common Stock One Series A Warrant to purchase one share of Common Stock One Series B Warrant to purchase one share of Common Stock 54,000 Pre-Funded Units Each Pre-Funded Unit consisting of: One Pre-Funded Warrant purchase one share of Common Stock One Series A Warran

Grom Social Enterprises, Inc. Announces Closing of $3.0 Million Publi Offering

Exhibit 99.1 Grom Social Enterprises, Inc. Announces Closing of $3.0 Million Publi Offering Boca Raton, FL – September 12, 2023 – Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), today closed its previously announced underwritten public offering of 946,000 units (the “Units”) at a price to the public of $3.00 per Unit and 54,000 pre-funded units (the “Pre-Funded Units”) at a pr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Co

Form of Pre-Funded Warrant relating to the September 2023 Offering

Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h

Form of Series B Warrant relating to the September 2023 Offering

Exhibit 4.2 COMMON STOCK PURCHASE SERIES B WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: September 12, 2023 THIS COMMON STOCK PURCHASE SERIES B WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

Grom Social Enterprises, Inc. Announces Pricing of $3.0 Million Public Offering

Exhibit 99.1 Grom Social Enterprises, Inc. Announces Pricing of $3.0 Million Public Offering Boca Raton, FL – September 8, 2023 – Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), today announced the pricing of a public offering of 946,000 units (the “Units”) at a price to the public of $3.00 per Unit and approximately 54,000 pre-funded units (the “Pre-Funded Units”) at a price

Form of Series A Warrant relating to the September 2023 Offering

Exhibit 4.1 COMMON STOCK PURCHASE SERIES A WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: September 12, 2023 THIS COMMON STOCK PURCHASE SERIES A WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

Underwriting Agreement dated September 7, 2023 by and between Grom Social Enterprises, Inc. and EF Hutton, division of Benchmark Investments, LLC

Exhibit 1.1 UNDERWRITING AGREEMENT Dated September 7, 2023 Between GROM SOCIAL ENTERPRISES, INC. (a Florida corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached hereto 1 TABLE OF CONTENTS Article I. DEFINITIONS 3 Article II. PURCHASE AND SALE 9 Article III. REPRESENTATIONS AND WARRANTIES 12 Article IV. OTHER A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 GROM SOCIAL ENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 September 5, 2023

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 September 5, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 September 5, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Austin Pattan Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 File No. 333-273895 REQUEST FOR ACCELERATION OF EFFECTI

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT Dated [] [], 2023 Between GROM SOCIAL ENTERPRISES, INC. (a Florida corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached hereto 1 TABLE OF CONTENTS Article I. DEFINITIONS 3 Article II. PURCHASE AND SALE 9 Article III. REPRESENTATIONS AND WARRANTIES 12 Article IV. OTHER AGREEME

As filed with the Securities and Exchange Commission on August 25, 2023

Table of Contents As filed with the Securities and Exchange Commission on August 25, 2023 Registration No.

From of Series B Warrant

Exhibit 4.11 COMMON STOCK PURCHASE SERIES B WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE SERIES B WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

Form of Series A Warrant

Exhibit 4.10 COMMON STOCK PURCHASE SERIES A WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE SERIES A WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.12 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 GROM SOCIAL ENTERP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commis

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Grom Social Enterprises, Inc.

Subsidiaries of the Registrant

Exhibit 21.1

As filed with the Securities and Exchange Commission on August 10, 2023

Table of Contents As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 407 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social Enterp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 GROM SOCIAL ENTERP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 407 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 GROM SOCIAL ENTERP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

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CUSIP No: 39878L407 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 39878L407 (CUSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Up to 3,912,944 Shares of Common Stock GROM SOCIAL ENTERPRISES, INC.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269540 Up to 3,912,944 Shares of Common Stock GROM SOCIAL ENTERPRISES, INC. This prospectus relates to the offer and resale, from time to time, of up to an aggregate of 3,912,944 shares of our common stock, par value $0.001 per share, consisting of: (i) (a) 100,000 shares of common stock sold in a private investment in public

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Grom Social Enterprises, Inc. (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) 39878L407 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

JOINT FILING APPLICATION

Exhibit 99.1 JOINT FILING APPLICATION The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Shares, par value $0.001 per share, of Grom Social Enterprises, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. February 13, 2023 LIND GLOBAL FUND II LP By: Lind Global Par

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 February 7, 2023

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 February 7, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Jeff Kauten Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 File No. 333-269540 REQUEST FOR ACCELERATION OF EFFECTIVENESS D

Calculation of Filing Fee Tables ____________________________________________S-1_____________________________________________ (Form Type) ________________________________ Grom Social Enterprises, Inc.___________________________________ (Exact Name of

EX-FILING FEES 5 gromex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Grom Social Enterprises, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Max

As filed with the Securities and Exchange Commission on February 2, 2023

Table of Contents As filed with the Securities and Exchange Commission on February 2, 2023 Registration No.

Form of Prefunded Warrant Agreement

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Waiver Agreement, dated January 30, 2023, between the Company and L1 Capital Global Opportunities Master Fund

Exhibit 10.4 WAIVER AGREEMENT This Waiver Agreement, dated as of January 30, 2023 (this “Agreement”), is entered into by and between Grom Social Enterprises, Inc. (the “Company”) and the holder identified on the signature page hereto (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement, dated as of Septemb

Registration Rights Agreement by and between Grom Social Enterprises, Inc. and the Hudson Bay Master Fund Ltd. dated January 25, 2023

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 25, 2023, between Grom Social Enterprises Inc., a Florida corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P

Grom Social Enterprises, Inc. Announces Pricing of $3.0 Million Private Placement Priced At-the-Market Per Nasdaq Rules

Exhibit 99.1 Grom Social Enterprises, Inc. Announces Pricing of $3.0 Million Private Placement Priced At-the-Market Per Nasdaq Rules Boca Raton, FL – January 25, 2023 – 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 a

Amendment No. 2 to Securities Purchase Agreement, dated January 30, 2023, between the Company and Hudson Bay Master Fund Ltd.

Exhibit 10.3 AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 2, dated as of January 30, 2023 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT, as amended (the “Securities Purchase Agreement”), dated as of January 25, 2023, is by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and the investors signatory thereto (including, the undersigned

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 GROM SOCIAL ENTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Comm

Form of Warrant Agreement

Exhibit 4.2 FORM OF PURCHASE WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

Securities Purchase Agreement, dated January 25, 2023, between the Company and Hudson Bay Master Fund Ltd.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 25, 2023, between Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con

Amendment No. 1 to Securities Purchase Agreement, dated January 30, 2023, between the Company and Hudson Bay Master Fund Ltd.

Exhibit 10.2 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1, dated as of January 30, 2023 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT (the “Securities Purchase Agreement”), dated as of January 25, 2023, is by and among Grom Social Enterprises, Inc., a Florida corporation (the “Company”), and the investors signatory thereto (including, the undersigned investor (t

GROM / Grom Social Enterprises Inc. / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 39878L407 (CUSIP Number) Decem

GROM / Grom Social Enterprises Inc. / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 39878L407 (CUSIP Number) Decemb

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated December 19, 2022 with respect to the shares of Common Stock of Grom Social Enterprises, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1

GROM / Grom Social Enterprises Inc. / CVI Investments, Inc. - SC 13G Passive Investment

SC 13G 1 tm2232799d1sc13g.htm SC 13G CUSIP No: 39878L407 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Grom Social Enterprises, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Grom Social Enterprises, Inc. (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) 39878L407 (CUSIP Number) December 9, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Shares, par value $0.001 per share, of Grom Social Enterprises, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. December 15, 2022 LIND GLOBAL FUND II LP By: Lind Global Partn

Grom Social Enterprises, Inc. Announces Closing of $5.0 Million Public Offering

Exhibit 99.2 Grom Social Enterprises, Inc. Announces Closing of $5.0 Million Public Offering Boca Raton, FL – December 13, 2022 – Grom Social Enterprises, Inc. (NASDAQ: GROM; GROMW) (the “Company”), a media, technology and entertainment company dedicated to family-friendly programming, web filtering technology and safe social media for kids, today closed its previously announced underwritten publi

Grom Social Enterprises, Inc. Prices $5.0 Million Public Offering

Exhibit 99.1 Grom Social Enterprises, Inc. Prices $5.0 Million Public Offering Boca Raton, FL – December 8, 2022 – Grom Social Enterprises, Inc. (NASDAQ: GROM) (the “Company”), today announced the pricing of a public offering of 1,415,682 units (the “Units”) at a price to the public of $2.89 per Unit and approximately 314,422 pre-funded units (the “Pre-Funded Units”) at a price to the public of $2

Underwriting Agreement dated December 8, 2022 by and between Grom Social Enterprises, Inc. and EF Hutton, division of Benchmark Investments, LLC

Exhibit 1.1 UNDERWRITING AGREEMENT Dated December 8, 2022 Between GROM SOCIAL ENTERPRISES, INC. (a Florida corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached hereto 1 TABLE OF CONTENTS Article I. DEFINITIONS 3 Article II. PURCHASE AND SALE 8 Article III. REPRESENTATIONS AND WARRANTIES 11 Article IV. OTHER AG

Warrant Agent Agreement dated December 13, 2022 by and between Grom Social Enterprises, Inc. and Equiniti Trust Company

Exhibit 10.01 WARRANT AGENT AGREEMENT This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of December 13, 2022 (the “Issuance Date”) is between Grom Social Enterprises, Inc. a Florida corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement, dated December 8, 2022, by and among the Company, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 GROM SOCIAL ENTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Comm

1,415,682 Units (each Unit contains One Share of Common Stock and Two Warrants, each Warrant to Purchase One Share of Common Stock) 314,422 Pre-Funded Units (each Pre-Funded Unit contains One Pre-Funded Warrant to Purchase One Share of Common Stock a

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-268278 1,415,682 Units (each Unit contains One Share of Common Stock and Two Warrants, each Warrant to Purchase One Share of Common Stock) 314,422 Pre-Funded Units (each Pre-Funded Unit contains One Pre-Funded Warrant to Purchase One Share of Common Stock and Two Warrants, each Warrant to Purchase One Share of Common Stock) 3,

Certificate of Amendment to the Articles of Incorporation of the Company, filed on December 6, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF GROM SOCIAL ENTERPRISES, INC. Under Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), IT IS HEREBY CERTIFIED THAT: 1. The name of the corporation is Grom Social Enterprises, Inc. (the “Corporation”). 2. The Articles of Incorporation of the Corporation were filed with the Secretary of State of the State of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 GROM SOCIAL ENTE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Comm

As filed with the Securities and Exchange Commission on December 7, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 7, 2022 Registration No.

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.16 PRE-FUNDED COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 December 6, 2022

CORRESP 1 filename1.htm EF Hutton, Division of Benchmark Investments, LLC 590 Madison Avenue 39th Floor New York, New York 10022 December 6, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Alexandra Barone Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 File No. 333-268278 REQUEST FOR ACCELERATION

Filing Fee Table

Calculation of Filing Fee Tables S-1 (Form Type) Grom Social Enterprises, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Car

Form of Lockup Agreement

Exhibit 10.71 Form of Lock-Up Agreement LOCK-UP AGREEMENT [] [], 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Re: Grom Social Enterprises Inc.?Public Offering Ladies and Gentlemen: The undersigned, an officer, director, and/or holder of common stock, par value $0.001 per share (the ?Common Stock?), or rights to acquire shares of Common St

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431

CORRESP 1 filename1.htm Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 December 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street N.E. Washington, D.C. 20549 Attention: Ms. Alexandra Barone Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 File No. 333-268278 REQUEST F

As filed with the Securities and Exchange Commission on December 6, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 6, 2022 Registration No.

Form of Common Stock Purchase Warrant

Exhibit 4.15 COMMON STOCK PURCHASE WARRANT GROM SOCIAL ENTERPRISES, INC. Warrant Shares: Initial Exercise Date: , 2022 Issuance Date: , 2022 THIS COMMON STOCK PURCHASE WARRANT (?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT Dated [] [], 2022 Between GROM SOCIAL ENTERPRISES, INC. (a Florida corporation) And EF HUTTON, Division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I attached hereto 1 TABLE OF CONTENTS Article I. DEFINITIONS 3 Article II. PURCHASE AND SALE 8 Article III. REPRESENTATIONS AND WARRANTIES 11 Article IV. OTHER AGREEME

Form of Warrant Agent Agreement

Exhibit 10.70 WARRANT AGENT AGREEMENT This WARRANT AGENT AGREEMENT (this ?Warrant Agreement?) dated as of [?], 2022 (the ?Issuance Date?) is between Grom Social Enterprises, Inc. a Florida corporation (the ?Company?), and Equiniti Trust Company (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement, dated [?], 2022, by and among the Company, the underwriters n

Power of Attorney

Table of Contents As filed with the Securities and Exchange Commission on November 9, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Grom Social Enterprises, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Soci

DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name

PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Grom Social En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transiti

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

3,544,423 Shares GROM SOCIAL ENTERPRISES, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-262639 3,544,423 Shares GROM SOCIAL ENTERPRISES, INC. This prospectus relates to the resale, from time to time, by the selling stockholder named herein (the ?Selling Stockholder?) of (i) an aggregate of 3,240,741 shares of our common stock, par value $0.001 per share, issuable upon the conversion of certain outstanding convertible promissory no

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 June 22, 2022

Grom Social Enterprises, Inc. 2060 NW Boca Raton Blvd., #6 Boca Raton, Florida 33431 June 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street N.E. Washington, D.C. 20549 Attention: Mr. Kyle Wiley Re: Grom Social Enterprises, Inc. Amendment No.2 to Registration Statement on Form S-1 File No. 333-262639 REQUEST FOR

As filed with the Securities and Exchange Commission on June 13, 2022

Table of Contents As filed with the Securities and Exchange Commission on June 13, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 4 groms1-ex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables S-1/a (Form Type) Grom Social Enterprises, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per

As filed with the Securities and Exchange Commission on June 2, 2022

Table of Contents As filed with the Securities and Exchange Commission on June 2, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Grom Social E

Executive Separation Agreement, dated April 22, 2022, by and among Grom Social Enterprises, Inc., and Melvin Leiner

Exhibit 10.1 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. GROM SOCIAL ENTERPRISES, INC. EXECUTIVE SEPARATION AGREEMENT THIS EXECUTIVE SEPARATION AGREEMENT (this ?Agreement?) is entered into as of the date indicated on the signature page hereto (the ?Effective Da

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 o TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social Enterp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 308 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

Letter from BF Borgers CPA PC dated March 1, 2022 to the Securities and Exchange Commission

Exhibit 16.1 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 March 1, 2022 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Grom Social Enterprises, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated February 17, 2022, of Grom Social Enterprises, Inc.

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Grom Social Enterprises, Inc. This Joint Filing A

KPRX / Kiora Pharmaceuticals Inc / ARMISTICE CAPITAL, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

As filed with the Securities and Exchange Commission on February 10, 2022

Table of Contents As filed with the Securities and Exchange Commission on February 10, 2022 Registration No.

GROM SOCIAL ENTERPRISES, INC AND CURIOSITY INK MEDIA LLC Unaudited Pro Forma Consolidated Balance Sheets June 30, 2021

Exhibit 99.4 GROM SOCIAL ENTERPRISES, INC AND CURIOSITY INK MEDIA LLC Unaudited Pro Forma Consolidated Balance Sheets June 30, 2021 Grom Social Curiosity Enterprises Ink Media Adjustment(s) Consolidated ASSETS Current assets: Cash and cash equivalents $ 8,161,908 $ 47,007 $ ? (a) $ 8,208,915 Accounts receivable, net 705,321 149,206 ? 854,527 Inventory, net 26,789 113,407 ? 140,196 Prepaid expenses

Curiosity Ink Media LLC Statements of Financial Position (Unaudited)

Exhibit 99.3 Curiosity Ink Media LLC Statements of Financial Position (Unaudited) June 30, December 31, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 47,007 $ 28,730 Accounts receivable 149,206 ? Inventory, net 113,407 113,407 Total current assets 309,620 142,137 Produced and licensed content costs 1,133,014 1,116,014 Total assets $ 1,442,634 $ 1,258,151 LIABILITIES AND MEMBERS? DEF

Filing Fee Table

EX-FILING FEES 3 groms1-ex107.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Grom Social Enterprises, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share(2) Maximum

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

Report of Independent Registered Public Accounting Firm

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Curiosity Ink Media, LLC Opinion on the Financial Statements We have audited the accompanying statements of financial position of Curiosity Ink Media, LLC as of December 31, 2020 and 2019, the related statements of operations, changes in members' deficit, and cash flows for the ye

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Comm

Form of Registration Rights Agreement, dated January 20, 2022, between the Company and L1 Capital Capital Master Fund

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of January 20, 2022, between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities

10% Original Issue Discount Promissory Note dated January 20, 2022, between the Company”, and L1 Global Capital Master Fund

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Common Stock Purchase Warrant to purchase 303,682 shares of the Company’s common stock issued to L1 Global Capital Master Fund, dated January 20, 2022

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Com

3,104,945 Shares GROM SOCIAL ENTERPRISES, INC.

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260389 3,104,945 Shares GROM SOCIAL ENTERPRISES, INC. This prospectus relates to the resale, from time to time, by the selling stockholder named herein (the ?Selling Stockholder?) of (i) an aggregate of 2,291,667 shares of our common stock, par value $0.001 per share, issuable upon the conversion of certain outstanding convert

November 23, 2021

November 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 File No. 333-260389 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), Grom Social Enterprises, Inc., a Florida corporation (the ?

As filed with the Securities and Exchange Commission on November 22, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 22, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Soci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

As filed with the Securities and Exchange Commission on November 10, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 10, 2021 Registration No.

November 10, 2021

November 10, 2021 BY EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mitchell Austin Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1 Filed October 20, 2021 File No. 333-260389 Dear Mr. Austin: On behalf of Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), we are herewith filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Consent Solicitation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Consent Solicitation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRELIMINARY SCHEDULE 14A INFORMATION Consent Solicitation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRELIMINARY SCHEDULE 14A INFORMATION Consent Solicitation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rul

As filed with the Securities and Exchange Commission on October 20, 2021

Table of Contents As filed with the Securities and Exchange Commission on October 20, 2021 Registration No.

Amended and Restated $4,400,000 Principal Amount, 10% Original Issue Discount Senior Secured Convertible Note issued to L1 Capital on October 20, 2021

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Amended and Restated Securities Purchase Agreement, dated October 20, 2021, between the Company and L1 Capital

Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this ?Agreement?) is dated as of October 20, 2021 and amends and restates in its entirety the prior Securities Purchase Agreement dated as of September 14, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and each purchaser identified on the si

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Comm

Form of Security Agreement, dated as of September 14, 2021, between the Company and L1 Capital

Exhibit 10.6 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 14, 2021 (this ?Agreement?), is among Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and the holders of the Company?s 10.0% Senior Secured Original Issue Discount Convertible N

Voting Agreement

EX-9.1 2 gromex0901.htm VOTING AGREEMENT Exhibit EXHIBIT H TO: The Purchasers of Grom Social Enterprises, Inc., 10.0% Original Issue Discount Senior Secured Convertible Notes and Warrants To Whom It May Concern: This letter will confirm my agreement to vote all shares of Grom Social Enterprises. Inc. ("GROM") voting stock over which I have voting control (whether as record holder, or holder of sec

Form of Registration Rights Agreement, dated September 14, 2021, between the Company and L1 Capital

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of September 14, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securitie

Form of Common Stock Purchase Warrant issued to L1 Capital, exercisable at $4.20 for 813,278 shares of the Company’s Common Stock

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Securities Purchase Agreement, Dated as of September 14, 2021

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of September 14, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and

Form of Subsidiary Guaranty executed by Company subsidiaries, in favor of L1 Capital

EXHIBIT 10.4 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of September 14, 2021 (this ?Guarantee?), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the ?Guarantors?), in favor of the purchasers signatory (together with their permitted assigns, the ?Purchasers?) to that certain Securities Purchase Agreement, dated as o

Form of $4,400,000 Principal Amount, 10% Original Issue discount Senior Secured Convertible Note issued to L1 Capital, due March 14, 2023

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Co

Grom Social Enterprises, Inc. Closes $4.4 Million Private Placement

Exhibit 99.1 Grom Social Enterprises, Inc. Closes $4.4 Million Private Placement Boca Raton, FL / September 15, 2021 / Grom Social Enterprises, Inc. (NASDAQ:GROM) ("Grom" or the "Company"), the emerging social media and family entertainment company, today announced the closing of a $4.4 million private placement. The Investment is in the form of a 10% Original Issue Discount convertible note in th

Form of Intercreditor Agreement, dated as of September 14, 2021, between the Company, L1 Capital and certain pre-existing creditors of the Company

Exhibit 10.7 INTER-CREDITOR AGREEMENT This INTER-CREDITOR AGREEMENT (the ?Agreement?) is made and effective as of September , 2021, by and among Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), each holder of the Company?s Senior Secured Convertible Notes issued on or about March 16, 2020 (?Existing Creditors?) and the New Creditor (as defined below) (the Existing Creditors an

Non-Qualified Stock Option Agreement dated August 19, 2021 between the Company and Russell Hicks

Exhibit 10.4 GROM SOCIAL ENTERPRISES, INC. 2020 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT August 19, 2021 Dear RUSSELL HICKS, On July 29, 2021, the Compensation Committee approved a grant of a Non-Qualified Stock Option (this "Option") to you to purchase Common Stock of Grom Social Enterprises, Inc. (the "Company") pursuant to the Grom Social Enterprises, Inc. 2020 Equity Incentiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 GROM SOCIAL ENTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commi

8% Convertible Promissory Note, dated August 19, 2021, issued by Grom Social Enterprises, Inc. to Curiosity Ink Media LLC

Exhibit 4.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIV

Non-Qualified Stock Option Agreement dated August 19, 2021 between the Company and Brent Watts

Exhibit 10.6 GROM SOCIAL ENTERPRISES, INC. 2020 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT August 19, 2021 Dear BRENT WATTS, On July 29, 2021, the Compensation Committee approved a grant of a Non-Qualified Stock Option (this "Option") to you to purchase Common Stock of Grom Social Enterprises, Inc. (the "Company") pursuant to the Grom Social Enterprises, Inc. 2020 Equity Incentive

Employment Agreement dated as of August 19, 2021 between the Company and Russell Hicks

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement"), dated as of August 19, 2021 (the ?Effective Date?), is by and between (1) Grom Social Enterprises, Inc., a Florida corporation (?Grom? or the ?Company?), and (2) Russell Hicks (the ?Executive?). The Company and the Executive are sometimes referred to herein collectively as the ?Parties? and individually as a ?Party. W

Employment Agreement dated as of August 19, 2021 between the Company and Brent Watts

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement"), dated as of August 19, 2021 (the ?Effective Date?), is by and between (1) Grom Social Enterprises, Inc., a Florida corporation (?Grom? or the ?Company?), and (2) Brent Watts (the ?Executive?). The Company and the Executive are sometimes referred to herein collectively as the ?Parties? and individually as a ?Party. W I

Amended and Restated Limited Liability Company Agreement dated as of August 19, 2021 by and among CIM, Grom and Sellers

Exhibit 10.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This Amended and Restated Limited Liability Company Agreement (this ?Agreement?) is entered into as of August 19, 2021 (the ?Effective Date?) by and among: (A) Curiosity Ink Media LLC, a Delaware limited liability company (the ?Company?), (B)(1) Grom Social Enterprises, Inc., a Florida corporation (?Grom?), (2) Brent Watts, an i

Grom Social’s Top Draw Animation Founder Wayne Dearing Names Former Nickelodeon Exec Russell Hicks as Successor to Lead Animation Studio Capping 40+ Year Career in Animation – Including More than Two Decades as Managing Director for Top Draw -- Deari

Exhibit 99.1 Grom Social?s Top Draw Animation Founder Wayne Dearing Names Former Nickelodeon Exec Russell Hicks as Successor to Lead Animation Studio Capping 40+ Year Career in Animation ? Including More than Two Decades as Managing Director for Top Draw - Dearing Plans to Retire in 2022 Hicks to Lead Top Draw and Continue to Oversee Original IP for Curiosity Ink Media, Grom?s Newest Acquisition a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-40409 Grom Social En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40409 CUSIP Number 39878L 100 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Membership Interest Purchase Agreement, dated July 29, 2021, by and among the Company, Curiosity and the Sellers

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this ?Agreement?), dated July 29, 2021, is by and among: (1) Grom Social Enterprises, Inc., a Florida corporation (?Purchaser?); (2) Russell Hicks (?Hicks?), Brent Watts (?BWatts?), John Van Slooten, Trustee (?Van Slooten?) of the Van Slooten Family Revocable Living Trust dated 4/6/90 (?Van Slooten Tru

GROM SOCIAL ENTERPRISES, INC. AGREES TO ACQUIRE MAJORITY CONTROL OF KIDS AND FAMILY CONTENT CREATOR CURIOSITY INK MEDIA LLC Curiosity Executive Brent Watts to Join Grom in Key Leadership Role to Guide Growth, Strategy and Revenue Opportunities

Exhibit 99.1 GROM SOCIAL ENTERPRISES, INC. AGREES TO ACQUIRE MAJORITY CONTROL OF KIDS AND FAMILY CONTENT CREATOR CURIOSITY INK MEDIA LLC Curiosity Executive Brent Watts to Join Grom in Key Leadership Role to Guide Growth, Strategy and Revenue Opportunities BOCA RATON, FL - July 29, 2021 - Grom Social Enterprises, Inc. (NASDAQ: GROM) (?Grom? or the ?Company?) today announced it has entered into a d

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Grom Social Enterprises, Inc. Announces Full Exercise of Over-Allotment Option in Public Offering

Exhibit 99.1 Grom Social Enterprises, Inc. Announces Full Exercise of Over-Allotment Option in Public Offering BOCA RATON, July 15, 2021 (GLOBE NEWSWIRE) - via NewMediaWire - Grom Social Enterprises, Inc. (NASDAQ: GROM) (?Grom?, the ?Company?) a social media platform and original content provider for children under the age of 13, today announced that the underwriters of its previously completed pu

Underwriting Agreement, dated June 16, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein

Exhibit 1.1 GROM SOCIAL ENTERPRISES, INC. 2,409,639 UNITS CONSISTING OF 2,409,639 SHARES OF COMMON STOCK AND WARRANTS (EXERCISABLE FOR UP TO 2,409,639 SHARES OF COMMON STOCK) UNDERWRITING AGREEMENT June 16, 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Several underwriters, if any, named in Schedule I hereto Ladies

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 001-40409 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Grom Social Enterprises, Inc. Announces Nasdaq Uplisting and Pricing of $10.0 Million Public Offering

Exhibit 99.1 Grom Social Enterprises, Inc. Announces Nasdaq Uplisting and Pricing of $10.0 Million Public Offering BOCA RATON, June 16, 2021 (GLOBE NEWSWIRE) - via NewMediaWire - Grom Social Enterprises, Inc. (NASDAQ: GROM) (?Grom?, the ?Company?) a social media platform and original content provider for children under the age of 13, today announced the pricing of an underwritten public offering o

Representative’s Warrant, dated June 21, 2021, issued to EF Hutton, division of Benchmark Investments, LLC

Exhibit 4.1 EXECUTION VERSION THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS COMMON STOCK PURCHASE WARRANT OR THE UNDERLYING SECURITIES FOR A P

Warrant Agency Agreement dated as of June 21, 2021, between the Company and Equiniti Trust Company

Exhibit 10.1 WARRANT AGENT AGREEMENT THIS WARRANT AGENT AGREEMENT (this ?Agreement?) is dated June 21, 2021, between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and Equiniti Trust Company, acting as warrant agent (the ?Warrant Agent?). WHEREAS, the Company proposes to issue common stock purchase warrants (the ?Warrants?) to acquire up to 2,771,084 shares of common stock,

Grom Social Enterprises, Inc. Announces Closing of $10.0 Million Public Offering

Exhibit 99.2 Grom Social Enterprises, Inc. Announces Closing of $10.0 Million Public Offering BOCA RATON, June 21, 2021 (GLOBE NEWSWIRE) - via NewMediaWire - Grom Social Enterprises, Inc. (NASDAQ: GROM) (?Grom?, the ?Company?) a social media platform and original content provider for children under the age of 13, today announced the closing of its previously announced underwritten public offering

GROM SOCIAL ENTERPRISES, INC. 2,409,639 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock

Registration Statement No. 333-253154 Filed Pursuant to Rule 424(b)(4) PROSPECTUS GROM SOCIAL ENTERPRISES, INC. 2,409,639 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock We are offering to sell 2,409,639 units, each unit consisting of one share of our common stock, $0.001 par value per share, and one warrant, each warrant exercisable fo

[Signature Page to Follow]

June 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1, as amended File No. 333-253154 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as a

June 14, 2021

June 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

Amendment No. 1 to the Warrant, dated May 22, 2021, by and between the Company and Labrys Fund, LP

Exhibit 10.4 AMENDMENT NO. 1 TO THE WARRANT This AMENDMENT NO. 1 to the Warrant (as defined below) (the ?Amendment?), dated as of May 22, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the ?Company?), and LABRYS FUND, LP, a Delaware limited partnership (the ?Investor?). Each of the Company and the Investor shall be referred to collectively as the ?Parties? and individua

Amendment No. 1 to Transaction Documents, dated May 20, 2021, by and between the Company and FirstFire Global Opportunities Fund, LLC

Exhibit 10.1 AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS This AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (this ?Amendment?), dated as of May 20, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the ?Company?), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the ?Lender?). Each of the Company and the Lender shall be referred to collectively a

Amendment No. 1 to Convertible Promissory Note, dated May 21, 2021, by and between the Company and Quick Capital, LLC

Exhibit 10.2 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to Convertible Promissory Note (this ?Amendment?), dated as of May 21, 2021 (the ?Effective Date?), is entered into by and between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and Quick Capital, LLC, a Wyoming limited liability company (the ?Holder?). RECITALS WHEREAS, the Holder is the owner

Amendment No. 1 to Transaction Documents, dated May 24, 2021, by and between the Company and EMA Financial, LLC

Exhibit 10.5 AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS This AMENDMENT NO. 1 TO TRANSACTION DOCUMENTS (this ?Amendment?), dated as of May 24, 2021, by and between GROM SOCIAL ENTERPRISES, Inc., a Florida corporation (the ?Company?), and EMA FINANCIAL, LLC, a Delaware limited liability company (the ?Lender?). Each of the Company and the Lender shall be referred to collectively as the ?Parties? and in

Amendment No. 1 to the Warrant, dated May 25, 2021, by and between the Company and Auctus Fund, LLC

Exhibit 10.6 AMENDMENT NO. 1 TO THE WARRANT This AMENDMENT NO. 1 to the Warrant (as defined below) (the ?Amendment?), dated as of May 25, 2021 (the ?Effective Date?), by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the ?Company?), and AUCTUS FUND, LLC, a Delaware limited liability company (the ?Investor?). Each of the Company and the Investor shall be referred to collectively

Amendment No. 1 to Common Stock Purchase Warrant, dated May 21, 2021, by and between the Company and Quick Capital, LLC

Exhibit 10.3 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This Amendment No. 1 to Common Stock Purchase Warrant (this ?Amendment?), dated as of May 21, 2021 (the ?Effective Date?), is entered into by and between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and Quick Capital, LLC, a Wyoming limited liability company (the ?Holder?). RECITALS WHEREAS, the Holder is the ow

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Commissi

Certificate of Designation of Preferences, Rights and Limitations of Series C 8% Convertible Preferred Stock

EX-3.1 2 grom8k-ex0301.htm CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C 8% CONVERTIBLE PREFERRED STOCK Exhibit 3.1 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF GROM SOCIAL ENTERPRISES, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C 8% CONVERTIBLE PREFERRED STOCK GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the “

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Commissi

Form of Exchange Agreement for exchange of Series B Stock for Series C Stock

Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), dated May 20, 2021, is entered into by and between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and the holder of the Company?s Series B 8% Convertible Preferred Stock (?Series B Preferred Stock?) set forth on the signature page hereto (the ?Holder?). WHEREAS, the Holder is currently the holder of

As filed with the Securities and Exchange Commission on May 24, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GROM SOCIAL ENTERPRISES, INC

Table of Contents Registration No. 333-253154 As filed with the Securities and Exchange Commission on May 24, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 7370 46-5542401 (State or jurisdicti

[Signature Page to Follow]

May 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1, as amended File No. 333-253154 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as am

May 17, 2021

May 17, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

Certificate of Amendment to the Articles of Incorporation of the Company

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF GROM SOCIAL ENTERPRISES, INC. Under Section 607.1001 of the Florida Business Corporation Act IT IS HEREBY CERTIFIED THAT: 1. The name of the corporation is Grom Social Enterprises, Inc. (the ?Corporation?). 2. The Articles of Incorporation of the Corporation were filed with the Secretary of State of the State of Florida on August

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 o TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Grom Social E

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Commissi

As filed with the Securities and Exchange Commission on May 12, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GROM SOCIAL ENTERPRISES, INC

Registration No. 333-253154 As filed with the Securities and Exchange Commission on May 12, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 7370 46-5542401 (State or jurisdiction of (Primary Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GROM SOCIAL ENTERPRISES, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 46-5542401 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2060 NW Boca Ra

[Signature Page to Follow]

May 11, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Grom Social Enterprises, Inc. Registration Statement on Form S-1, as amended File No. 333-253154 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as am

May 11, 2021

May 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

Form of Warrant Agent Agreement and Global Warrant Certificate between the Company and Equiniti Trust Company

Exhibit 4.11 FORM OF WARRANT AGENT AGREEMENT THIS WARRANT AGENT AGREEMENT (this ?Agreement?) is dated [ ], 2021, between Grom Social Enterprises, Inc., a Florida corporation (the ?Company?), and Equiniti Trust Company, acting as warrant agent (the ?Warrant Agent?). WHEREAS, the Company proposes to issue common stock purchase warrants (the ?Warrants?) to acquire up to shares of common stock, par va

Form of Underwriters’ Warrant for the Underwritten Offering

Exhibit 4.10 THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS COMMON STOCK PURCHASE WARRANT OR THE UNDERLYING SECURITIES FOR A PERIOD OF ONE HUND

Underwriting Agreement

Exhibit 1.1 GROM SOCIAL ENTERPRISES, INC. [] UNITS CONSISTING OF [] SHARES OF COMMON STOCK AND WARRANTS (EXERCISABLE FOR UP TO [] SHARES OF COMMON STOCK) UNDERWRITING AGREEMENT [], 2021 Kingswood Capital Markets, division of Benchmark Investments, Inc. 17 Battery Place New York, NY 10004 As Representative of the Several underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The und

- FORM S-1 AMENDMENT

Table of Contents Registration No. 333-253154 As filed with the Securities and Exchange Commission on April 27, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 7370 46-5542401 (State or jurisdic

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Commis

12% Convertible Promissory Note, dated April 16, 2021, issued to Labrys Fund, LP

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Securities Purchase Agreement, dated April 16, 2021, between the Company and Labrys Fund, LP

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 16, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation, with headquarters located at 2060 NW Boca Raton Blvd. #6, Boca Raton, FL 33431 (the ?Company?), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (

Common Stock Purchase Warrant, dated April 16, 2021, issued to Labrys Fund, LP

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name

Note Cancellation and General Release, dated March 17, 2021 from Newbridge Securities Corporation

Exhibit 10.47 NOTE CANCELLATION AND GENERAL RELEASE Reference is hereby made to the (i) Pledge and Security Agreement dated as of November 30, 2018 (the ?Pledge Agreement?) by and among Grom Social Enterprises, Inc. and the holders of Company?s common stock signatory thereto in favor of each of the holders of the Company?s 12% Secured Notes and The Crone Law Group, P.C. and (ii) Security Agreement

Description of Securities

EXHIBIT 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the common stock of Grom Social Enterprises, Inc., a Florida corporation (?Grom? or the ?Company?), which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Only the Company?s common stock is regist

Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Grom Social Enterp

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement GROM SOCIAL ENTERPRISES, INC. (Name

Letter of Intent, dated as of April 1, 2021, by and between the Company, Curiosity and the Sellers

Exhibit 10.1 March 29, 2021 Mr. Russell Hicks and Mr. Brent Watts Curiosity Ink Media, LLC Hollywood, CA RE: Acquisition of 80% of the Membership Equity of Curiosity Ink Media, LLC ("CURIOSITY" or the ?Company") Gentlemen, This Letter of Intent (?LOI?) reflects the general terms of Grom Social Enterprises, Inc.?s (?GROM?) binding intent to acquire 80% of the membership equity of CURIOSITY from Rus

GROM SOCIAL ENTERPRISES, INC. TO ACQUIRE FAMILY-FRIENDLY CONTENT CREATOR CURIOSITY INK MEDIA Nickelodeon Veterans Russell Hicks and Paul Ward Join Grom in Key Leadership Roles

Exhibit 99.1 GROM SOCIAL ENTERPRISES, INC. TO ACQUIRE FAMILY-FRIENDLY CONTENT CREATOR CURIOSITY INK MEDIA Nickelodeon Veterans Russell Hicks and Paul Ward Join Grom in Key Leadership Roles BOCA RATON, April 7, 2021 - Grom Social Enterprises, Inc. (OTCQB: GRMM) (“Grom” or the Company”), today announced it has entered into a binding letter of intent to acquire kids and family entertainment company,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Commiss

Securities Purchase Agreement, dated March 11, 2021, between the Company and FirstFire Fund, LLC

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of March 11, 2021, by and between GROM SOCIAL ENTERPRISES, INC., a Florida corporation, with headquarters located at 2060 NW Boca Raton Boulevard #6, Boca Raton, Florida 33431 (the ?Company?), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address

Common Stock Purchase Warrant, dated March 11, 2021, issued to FirstFire Fund, LLC

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 GROM SOCIAL ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Florida 000-55585 46-5542401 (State or other jurisdiction of incorporation) (Commis

12% Convertible Promissory Note, dated March 11, 2021, issued to FirstFire Fund, LLC

EXHIBIT 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Registration Rights Agreement, dated March 11, 2021, between the Company and FirstFire Fund, LLC

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 11, 2021, is made by and between Grom Social Enterprises., Inc., a Florida corporation (the ?Company?), and FirstFire Global Opportunities Fund, LLC (the ?Holder?). The Company and the Holder are hereinafter sometimes collectively referred to as the ?Parties? and each a ?Party? to th