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

SmallCaps Daily June 16, 2021

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BOCA RATON – (NewMediaWire) – June 16, 2021 – 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 of 2,409,639 units at
a public offering price of $4.15 per unit for aggregate gross proceeds of
approximately $10.0 million prior to deducting underwriting discounts,
commissions, and other offering expenses. Each unit is comprised of one share
of common stock and one warrant to purchase one share of common stock. Each
warrant is exercisable for one share of common stock at an exercise price of $4.565
per share and will expire five years from issuance. In addition, the Company
has granted the underwriters a 45-day option to purchase up to an additional 361,445
shares of common stock and/or warrants to purchase up to 361,445 shares of
common stock at the public offering price less the underwriting discounts and
commissions. The offering is expected to close on or around June 21, 2021,
subject to satisfaction of customary closing conditions.

In
connection with the offering, the Company has received approval to list its
common stock and warrants on the Nasdaq Capital Market, with its common stock
trading under the symbol “GROM” and the warrants trading under the symbol “GROMW”,
with trading expected to begin on the Nasdaq Capital Market on June 17, 2021.

EF
Hutton, division of Benchmark Investments, LLC, is acting as sole book-running
manager for the offering.

The
Securities and Exchange Commission (“SEC”) declared effective a
registration statement on Form S-1 (File No. 333-253154) relating to these
securities on June 16, 2021. A final prospectus relating to this offering will
be filed with the SEC. The offering is being made only by means of a
prospectus, copies of which may be obtained, when available, from: EF Hutton,
division of Benchmark Investments LLC, 590 Madison Avenue, 39^th
Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com
or 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.

About
Grom Social Enterprises, Inc.

Grom
Social Enterprises, Inc. is a leading social media platform and original
content provider of entertainment for children under 13 years of age; providing
safe and secure digital environments for kids that can be monitored by their
parents or guardians. The Company has several operating subsidiaries, including
Grom Social, which delivers its content through mobile and desktop environments
(web portal and apps) that entertain children, let them interact with friends,
access relevant news, and play proprietary games, while teaching them about being
a good digital citizen. The Company owns and operates Top Draw Animation, Inc.,
which produces award-winning animation content for some of the largest
international media companies in the world. The Company also includes Grom
Educational Services, which has provided web filtering services for K-12
schools, government and private business. For more information, please visit
gromsocial.com.

Forward-Looking
Statements

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