UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE
ACT OF 1934
For
the month of August, 2024
Commission
File Number: 001-41353
Genius
Group Limited
(Translation
of registrant’s name into English)
8
Amoy Street, #01-01
Singapore
049950
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibit
Index
Exhibit
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
GENIUS
GROUP LIMITED |
|
|
|
Date:
August 06, 2024 |
|
|
|
By: |
/s/
Adrian Reese |
|
Name: |
Adrian
Reese |
|
Title: |
Chief
Financial Officer |
|
|
(Principal
Financial Officer) |
Exhibit
99.1
Genius
Group Announces
Reverse
Stock Split
NEW
YORK, NY August 5, 2024 (GLOBE NEWSWIRE) — 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)
259-4987
GNS@mzgroup.us
www.mzgroup.us
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