Grom Social Enterprises, Inc. Announces Closing of $3.0 Million Public 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 price to the public of $2.999 per Pre-Funded Unit for aggregate gross proceeds of approximately $3.0 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses. Each Unit consisted of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock (the Series A and Series B warrants together the “Warrants”). The Warrants have an exercise price of $3.00 per share, are exercisable immediately upon issuance, and will expire five (5) years following the date of issuance. Each Pre-Funded Unit consisted of one pre-funded warrant exercisable for one share of common stock (the “Pre-Funded Warrants”), one Series A Warrant and one Series B Warrant, identical to the Warrants in the Units. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in the offering, minus $0.001, and the exercise price of each Pre-Funded Warrant is $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 150,000 shares of common stock and/or Pre-funded Warrants to purchase up to 150,000 shares of Common Stock and/or Series A Warrants to purchase up to 150,000 shares of common stock and/or Series B Warrants to purchase up to 150,000 shares of common stock, solely to cover over-allotments, if any, less underwriting discounts and commissions. On September 8, 2023, the underwriters exercised the option to purchase an additional 150,000 Series A Warrants and 150,000 Series B Warrants.

The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

EF Hutton, division of Benchmark Investments, LLC, (“EF Hutton”) acted as sole book running manager for the offering. Lucosky Brookman LLP acted as legal counsel to the Company, and Carmel, Milazzo & Feil LLP acted as legal counsel to EF Hutton for the offering.

The offering was conducted pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-273895), previously filed with the Securities and Exchange Commission (“SEC”) that was declared effective by the SEC on September 7, 2023.

The offering was made only by means of a prospectus supplement and accompanying prospectus. The final prospectus supplement and accompanying base prospectus relating to the securities being offered in the offering were filed with the SEC on September 11, 2023.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting EF Hutton, division of Benchmark Investments, LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at syndicate@efhuttongroup.com, or by telephone at (212) 404-7002.

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

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