Additional Proxy Soliciting Materials (definitive) (defa14a)
27 July 2020 - 8:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 24, 2020
GENIUS BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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001-37950
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20-4118216
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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190
N. Canon Drive, 4th Fl.
Beverly Hills, CA
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90210
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (310) 273-4222
________________________________________________________
(Former name or former address, if changed
since last report)
_________________________________
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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GNUS
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company o
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 8.01 OTHER EVENTS
On
July 24, 2020, Genius Brands International, Inc. (the “Company”) issued a press release announcing a statement by the
Company’s Chairman and CEO regarding a preliminary proxy statement that was filed with respect to a special meeting of stockholders,
which is expected to be held on August 27, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
Important Information for Genius Brands International, Inc.
Shareholders
In connection with
the special meeting, the Company will file a definitive proxy statement with the Securities and Exchange Commission (the “SEC”).
Additionally, the Company will file other relevant materials with the SEC in connection with the special meeting. Copies may be
obtained free of charge at the SEC’s web site at www.sec.gov. Shareholders of the Company are urged to read the definitive
proxy statement and the other relevant materials when they become available before making any voting decision with respect to the
special meeting because they will contain important information.
Participants in the Solicitation
The Company and its
directors and officers may be deemed participants in the solicitation of proxies of the Company’s shareholders in connection
with the special meeting. Shareholders may obtain more detailed information regarding the names, affiliations and interests of
certain of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2019 and the definitive proxy statement and other relevant materials filed
with the SEC in connection with the special meeting when they become available.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibit.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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
hereunto duly authorized.
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GENIUS BRANDS INTERNATIONAL, INC.
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Date: July 24, 2020
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By:
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/s/ Andy Heyward
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Name:
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Andy Heyward
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Title:
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Chief Executive Officer
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Genius Brands (NASDAQ:GNUS)
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