Genius Group Announces Reverse Stock Split
06 August 2024 - 1:50PM
Genius Group Limited (NYSE American: GNS) (“Genius Group” or the
“Company”), a leading AI powered education and acceleration group,
today announced that its Board of Directors has approved a 1-for-10
reverse stock split of the Company's ordinary shares. The reverse
stock split is expected to become effective at 12:01 a.m. Eastern
Time on August 16, 2024. The Company's ordinary shares
expected to commence trading on a split-adjusted basis when the New
York Stock Exchange ("NYSE") opens on August 16, 2024 under
the existing trading symbol "GNS." The new CUSIP number for the
Company's ordinary shares following the reverse stock split will be
obtained tomorrow and announced via a further press release.
The primary goal of the reverse stock split is
to increase the per share market price of the Company's ordinary
shares to meet the minimum per share price requirement for
continued listing on the NYSE. The reverse stock split was approved
by the Company's stockholders at its extraordinary general meeting
of stockholders held on February 16, 2023. On August 5, 2024, the
Company's Board of Directors approved the reverse stock split at
the ratio of 1-for-10.
As a result of the reverse stock split, every
ten ordinary shares of the Company issued and outstanding will be
automatically consolidated into one of the Company's ordinary
shares. Proportionate adjustments will be made to the exercise
prices and the number of shares underlying the Company's
outstanding equity awards, as applicable, as well as to the number
of shares issuable under the Company's equity incentive plans. The
ordinary shares issued pursuant to the reverse stock split will
remain fully paid and non-assessable. The reverse stock split will
not decrease the number of authorized ordinary shares or otherwise
affect the par value of the ordinary shares.
No fractional shares will be issued in
connection with the reverse stock split. Stockholders who would
otherwise be entitled to receive fractional shares as a result of
the reverse stock split will be rounded down and any fractional
shares shall be returned to treasury.
Continental Stock Transfer & Trust
("Continental"), the Company's transfer agent, is acting as the
exchange agent for the reverse stock split. Stockholders holding
their shares electronically in book-entry form and stockholders who
hold their shares through a bank, broker or other nominee will not
need to take any action. Stockholders owning shares through a bank,
broker or other nominee will have their positions adjusted to
reflect the reverse stock split.
About Genius Group
Genius Group (NYSE: GNS) is a leading provider
of AI-powered, digital-first education solutions, disrupting the
highly standardized system of traditional education with a
personalized, flexible and life-long learning curriculum for the
modern student. Genius Group services 5.4 million users in over 100
countries, providing personalized curriculums for individuals,
enterprises and governments. The comprehensive, AI-powered platform
offers programs for K-12 education, accredited university courses
and skills-based courses for entrepreneurs. To learn more, please
visit www.geniusgroup.net.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the U.S. federal
securities laws, including (without limitation) statements
regarding our or our management’s expectations, hopes, beliefs,
intentions or strategies regarding the future and other statements
that are other than statements of historical fact. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements.
Forward-looking statements are generally identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result”
and similar expressions, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties.
Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: the Company’s goals and
strategies; the Company’s future business development; changes in
demand for online learning; changes in technology; fluctuations in
economic conditions; the growth of the online learning industry the
United States and the other markets the Company serves or plans to
serve; reputation and brand; the impact of competition and pricing;
government regulations; and assumptions underlying or related to
any of the foregoing and other risks contained in reports filed by
the Company with the Securities and Exchange Commission (the
“SEC”). For these reasons, among others, investors are cautioned
not to place undue reliance upon any forward-looking statements in
this press release. Additional factors are discussed in the
Company’s filings with the SEC, which are available for review at
www.sec.gov. The Company undertakes no obligation to publicly
update these forward-looking statements to reflect events or
circumstances that arise after the date hereof.
Investor Relations
MZ Group - MZ North America(949)
259-4987GNS@mzgroup.uswww.mzgroup.us
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