Genius Group Announces Exercise of Warrants for $3.8 Million Gross Proceeds
May 20 2024 - 8:00AM
Genius Group Limited (NYSE American: GNS) (“Genius Group” or the
“Company”), a leading AI-powered education group, today announced
the entry into definitive agreements for the immediate exercise of
certain outstanding Series 2024-C warrants to purchase up to an
aggregate of 10,950,451 of the Company’s ordinary shares originally
issued in January 2023, at the current exercise price of $0.35 per
share. The ordinary shares issuable upon exercise of the warrants
are registered pursuant to an effective registration statement on
Form F-1 (No. 333-273841). The gross proceeds to the Company from
the exercise of the warrants are expected to be approximately $3.8
million, prior to deducting placement agent fees and estimated
offering expenses.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
In consideration for the immediate exercise of
the warrants for cash, the Company will issue new unregistered
Series 2024-D warrants to purchase up to 10,950,451 ordinary shares
and new unregistered Series 2024-E warrants to purchase up to
10,950,451 ordinary shares. The new warrants will have an exercise
price of $0.35 per share and will be immediately exercisable upon
issuance. The Series 2024-D warrants will have a term of five and
one-half years from the issuance date and the Series 2024-E
warrants will have a term of two years from the issuance date.
The offering is expected to close on or about
May 22, 2024, subject to satisfaction of customary closing
conditions. The Company intends to use the net proceeds from the
offering for general corporate purposes, including working capital,
operating expenses, debt repayment and to support acquired
assets.
The Company also has agreed, effective upon the
closing of the offering, to (i) amend certain existing warrants to
purchase up to an aggregate of 8,945,000 ordinary shares that were
previously issued in April 2024 and have an exercise price of $0.41
per share, such that the amended warrants will have a reduced
exercise price of $0.35 per share and (ii) issue to the holder of
such existing warrants a warrant to purchase up to an aggregate of
6,000,000 ordinary shares, at an exercise price of $0.35 per share,
which will be immediately exercisable upon issuance and will have a
term of five years from the issuance date.
The new warrants described above were offered in
a private placement pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended
(the “1933 Act”) and, along with the ordinary shares issuable upon
their exercise, have not been registered under the 1933 Act, and
may not be offered or sold in the United States absent registration
with the Securities and Exchange Commission (“SEC”) or an
applicable exemption from such registration requirements. The
Company has agreed to file a registration statement with the SEC
covering the resale of the ordinary shares issuable upon exercise
of the new warrants.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
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 5.6 million users in over 200
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 https://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,
including market and other conditions, 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.
Forward-looking statements in this press release include, without
limitation, statements pertaining to the completion of the
offering, the satisfaction of customary closing conditions related
to the offering and the intended use of proceeds from the offering.
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, except
as required by law.
Contacts
Brian M. Prenoveau, CFAManaging DirectorMZ Group
- MZ North America (561) 489-5315GNS@mzgroup.uswww.mzgroup.us
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