HENDERSON, NV / ACCESSWIRE / February 16, 2022 / Grow Capital, Inc (OTC PINK:GRWC), a publicly-traded software, technology and financial services holding company that identifies, acquires and incubates promising startups in the financial technology sector ("FinTech") updates shareholders on listing and operational status, with a statement from Company's Chief Operating Officer:

Grow Capital, Inc. CEO Terry Kennedy, commented, "As we recently disclosed on our Current Report on Form 8-K filed on December 23, 2021, as a result of the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2021, and subsequent reports in order to remain compliant with recent changes to SEC Rule15c2-11, Grow Capital, Inc. was downgraded by OTC Markets to the Expert Market. The Expert Market is available only for unsolicited quotes, meaning broker-dealers may use the Expert Market to publish unsolicited quotes representing limit orders from retail and institutional investors who are not affiliates or insiders of the issuer. Quotations in Expert Market securities are only made available to broker-dealers, institutions and other sophisticated investors. As a result, once the Company's common stock moved to the Expert Market, the Company's stockholders no longer have a public trading market for their shares, and published quotations no longer reflect competing quotes. A review by a broker-dealer under SEC Rule15c2-11 is now required for brokers to publish competing quotes and provide continuous market making for our shares. As a result of this change, in the opinion of management, the published trading price of the Company's stock no longer reflects its true market value. In order to return to a regularly quoted market, the Company has developed a plan for satisfying the required reporting requirements as soon as practicable to upgrade to the OTC Pink market under the alterative reporting standards ("ARS"), which will involve filing unaudited financial reports for the fiscal years ended June 30, 2021 and 2020, and to the most recent reporting period ended December 31, 2021; an application to OTC Markets for Pink disclosure services and finally a review by a broker-dealer under SEC Rule15c2-11 in order to obtain full Current Pink reporting status. The Company has commenced this process and will update once we have additional information to share.

It is important that shareholders are aware the Company's downgrade to the Expert Market is not related to a change in corporate operational activities or operating results, but rather the inability of the Company to conclude an audit of certain common control entities to on the timeline required under the revised SEC Rule15c2-11.

While the Company used its best efforts to conclude the required audit for our fiscal year ended June 30, 2021, which involved complex analysis of revenue recognition under ASC 606 relative to certain entities which meet the criteria of having common control with Grow Capital, management was unsuccessful in obtaining the extensive historical data from third parties required in order to complete this task. The Company will complete and publish unaudited financial reports at the earliest possible date in order to provide Shareholders an update on our ongoing operations."

Further Mr. Kennedy provides an operational update as follows:

"Despite our recent downgrade to the OTC Expert Market, we are very optimistic about where the company is from an operational standpoint. Our portfolio companies remain viable operating entities. While PERA experienced a decline in revenues during the first half of 2021 due to a technical issue with our emailing system relating to the appointment scheduling portal for users, this issue has since been corrected and sales flow is returning to prior levels. PERA Administrators, our portfolio Third Party Administrator (TPA), company officially launched in 2021 and began selling its services at the beginning of 2022 after nearly 2 years of building infrastructure and technology. We believe we will see continuing increases in revenue through the quarter ended March 31, 2022, and beyond in Pera Administrators. Lastly, our technology company, Bombshell Technologies, has returned to actively expanding sales of its services as of the close of the 2021 calendar year, after upgrades to its infrastructure and IP. Bombshell's management team is confident they will also be bringing new clients into their portfolio during the quarter ended March 31, 2022. As the Company now completes the work to return to current reporting status on the OTC Pink Market, and with our three portfolio companies returning to post-covid operations, along with the cost savings gained by operating under the ARS, Grow Capital is looking forward to providing additional updates to Shareholders as we continue to execute our plan in 2022."

To be added to the distribution list please email info@growcapitalinc.com with "GRWC" in the subject line.

Learn more about Bombshell Technologies suite of products here:

Learn more about PERA:

Forward Looking Statements Disclaimer: This release may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Grow Capital, Inc's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such forward-looking statements include the words "returning," "looking forward," "seek", "grow", "plan" and other expressions of a forward-looking nature. More information about the potential factors that could affect the business and financial results is and will be included in Grow Capital, Inc's filings with the OTC Markets, and/or posted on the company's website.

Contact:
Terry Kennedy
tkennedy@growcapitalinc.com

SOURCE: Grow Capital, Inc.