Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
17 August 2024 - 6:15AM
Edgar (US Regulatory)
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 16, 2024 |
|
|
|
By: |
/s/
Adrian Reese |
|
Name: |
Adrian
Reese |
|
Title: |
Chief
Financial Officer |
|
|
(Principal
Financial Officer) |
Exhibit
99.1
Genius
Group Announces Reverse Stock Split Effective on August 16, 2024
SINGAPORE,
August 15, 2024 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a
leading AI-powered education group, today announced a 1-for-10 reverse stock split effective August 16, 2024, consolidating every 10
shares into 1 share. The Company’s common stock will trade on a post-split basis under the same symbol ‘GNS’ on
NYSE American. 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.
Shares
of the Company’s common stock will be assigned a new CUSIP number (Y3005A117) and are expected to begin trading on a split-adjusted
basis on Friday, August 16, 2024. 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.
VStock Transfer, 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 and will have their positions adjusted to reflect the reverse stock split.
The
terms of outstanding warrants and equity-based awards (including exercise price and number of shares issuable thereunder) will all be
proportionately adjusted, in accordance with the terms of the applicable agreements. Specifically, every ten shares of common stock that
may be purchased pursuant to the exercise of warrants prior to the Effective Time represent one share of Common Stock that may be purchased
pursuant to such warrants following the Effective Time. The exercise price for each warrant following the Effective Time equals the product
of ten multiplied by the exercise price prior to the Effective Time.
About
Genius Group
Genius
Group (NYSE: GNS) is a leading provider of AI powered, digital-first education and acceleration solutions for the future of work. Genius
Group serves 5.4 million users in over 100 countries through its Genius City model and online digital marketplace of AI training, AI
tools and AI talent. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at
the individual, enterprise and government level. To learn more, please visit www.geniusgroup.net.
Forward-Looking
Statements
Statements
made in this press release include 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. Forward-looking statements can be identified by the use of words such as “may,”
“will”, “plan,” “should,” “expect,” “anticipate,” “estimate,”
“continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and
uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve
factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue
reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors
under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by
the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events, new information or otherwise.
Contacts
MZ
Group - MZ North America
(949)
259-4987
GNS@mzgroup.us
www.mzgroup.us
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