Grom Social Enterprises, Inc. completed the acquisition of 80% stake in Curiosity Ink Media, LLC from Russell Hicks, Brent Watts, John Van Slooten, Greg Peterson and all other minority holders for $20.4 million.
August 18, 2021
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Grom Social Enterprises, Inc. (OTCPK:GRMM) entered into a binding letter of intent to acquire 80% stake in Curiosity Ink Media, LLC from Russell Hicks, Brent Watts, John Van Slooten, Greg Peterson and all other minority holders for $23.2 million on April 1, 2021. Grom Social Enterprises, Inc. entered into a definitive membership interest purchase agreement to acquire 80% stake in Curiosity Ink Media, LLC from Russell Hicks, Brent Watts, John Van Slooten, Greg Peterson and all other minority holders on July 29, 2021. Pursuant to the transaction, the total purchase price will be $3.7 million of which: (a) an aggregate of $0.4 million is payable at the closing in cash, to be used to pay down a portion of loans made to Curiosity by Hicks and Watts; (b) an aggregate of $3 million is payable at the closing in restricted shares of Grom's common stock, valued at a price per share equal to the 20-day volume-weighted average price of Grom's common stock; and (c) an aggregate of $0.28 million is payable by the issuance at the closing to Hicks and Watts of 8% convertible promissory notes payable in equal monthly installments, on an amortized basis over 18 months. The Sellers will have the opportunity to receive up to an additional $2 million in acquisition consideration, paid 100% in shares of the Companys common stock, based upon the successful execution of certain specified contracts and/or material agreements. The Sellers will also have the opportunity to receive an additional $17 million in purchase consideration, paid 50% in cash and 50% in shares of the Companys common stock, based upon achieving certain performance milestones through December 31, 2025. Level 1 earnout of a maximum $2.5 million paid in a combination of 50% cash and 50% common stock based on achieving the following performance goals on a trailing twelve-month basis from the date of closing until December 31, 2023. Level 2 earnout of a maximum $7.5 million paid in a combination of 50% cash and 50% common stock based on achieving the following performance goals on an annual basis for the year ending December 31, 2024. Level 3 earnout of a maximum $7.5 million paid in a combination of 50% cash and 50% common stock based on achieving the following performance goals on an annual basis for the year ending December 31, 2025. The consummation of the acquisition is contingent upon the parties entering into a definitive agreement and other closing conditions. The transaction is expected to close on June 30, 2021. As of July 29, 2021, Closing of the purchase transaction is subject to certain regulatory and other customary closing conditions, and is expected to take place in mid-August 2021. Curiositys President Russell Hicks and Paul Ward will lead Grom Social Enterprises animation, social media and educational divisions. As Chief Content Officer of Grom, Russell Hicks will continue to oversee Curiosity Ink Medias original film, television and publishing projects, in addition to his new role as President of Groms subsidiary, Top Draw Animation, Inc.
Grom Social Enterprises, Inc. (OTCPK:GRMM) completed the acquisition of 80% stake in Curiosity Ink Media, LLC from Russell Hicks, Brent Watts, John Van Slooten, Greg Peterson and all other minority holders for $20.4 million on August 19, 2021. An aggregate of 1/77 million shares of Grom's common stock were issued to the sellers at closing.
Grom Social Enterprises, Inc. is a media, technology, and entertainment company. The Company focuses on delivering content to children under the age of 13 years in a safe, secure platform that can be monitored by parents or guardians. The Company conducts its business through subsidiaries, including Grom Social, Inc. (GSOC), TD Holdings Limited (TDH), Grom Educational Services, Inc. (GEDU), Grom Nutritional Services, Inc. (GNUT) and Curiosity Ink Media, LLC (CIM). GSOC operates its social media network designed for children under the age of 13 years. TDH operates through two subsidiaries: Top Draw Animation Hong Kong Limited and Top Draw Animation, Inc., which are engaged in the production of animated films and television series. GEDU operates its Web filtering services provided to schools and government agencies. CIM is a kids and family original content and media company that focuses on building and managing entertainment brands and franchises.
Grom Social Enterprises, Inc. completed the acquisition of 80% stake in Curiosity Ink Media, LLC from Russell Hicks, Brent Watts, John Van Slooten, Greg Peterson and all other minority holders for $20.4 million.