Grom Social Enterprises Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously reported, on February 29, 2024, Grom Social Enterprises, Inc. (the “Company”) received a letter from the staff (the “Nasdaq Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that as the bid price for the Company’s listed securities closed at less than $1 per share for the previous 30 consecutive business days, the Company’s securities will be delisted from the Nasdaq Capital Market based upon the Company’s non-compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market (Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), unless the Company requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by March 7, 2024. Also as previously reported, following the hearing, on April 15, 2024 the hearing panel granted the Company’s request for an exception with milestones based on the Company’s timeline that required the Company to effect a reverse stock split on or before August 13, 2024, and to demonstrate compliance with the Minimum Bid Price Requirement on or before August 27, 2024.
The Company failed to effect the reverse split on August 13, 2024 and will be unable to evidence compliance with the Bid Price Rule for a minimum of ten consecutive trading sessions by the August 27, 2024 deadline. As a result, on August 15, 2024, the Company received a letter (the “Letter”) from the Nasdaq Staff, indicating that Nasdaq has determined to delist the securities of the Company (the “Decision”). The Company may request that the Nasdaq Listing and Hearing Review Council review this Decision by submitting a written request for review within 15 days. The Company did not request the Nasdaq Listing and Hearing Review Council to review the Decision. The Company’s securities were suspended from trading on Nasdaq on August 19, 2024 and have not traded on Nasdaq since that time.
The Company anticipates its listed securities will continue to trade on the OTC Pink Open Market. The Company expects its common stock to trade under the symbol “GROM” and its warrants to trade under the symbol “GROMW.” The Company intends to explore its eligibility for listing on either the OTCQX Best Market or OTCQB Venture Market. The Company cannot provide assurance that its common stock will continue to trade on the OTC Market, that brokers will continue to provide public quotes of the Company’s common stock, that the brokers will develop a market for the Company’s common stock, or that the trading volume of the Company’s common stock will be sufficient enough to generate an efficient trading market.
Cautionary Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the SEC. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GROM SOCIAL ENTERPRISES, INC. | ||
| Date: August 27, 2024 | By: | /s/ Darren Marks |
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Darren Marks Chief Executive Officer | ||
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