Current Report Filing (8-k)
June 13 2023 - 11:22AM
Edgar (US Regulatory)
0001355848
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0001355848
2023-06-13
2023-06-13
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xbrli:shares
iso4217:USD
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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): June 13, 2023
GENIUS
BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
(State or other jurisdiction
of incorporation or organization)
|
001-37950
(Commission File Number) |
20-4118216
(I.R.S. Employer Identification No.) |
190
N. Canon Drive, 4th Fl., Beverly
Hills, CA 90210
(Address of principal executive
offices) (Zip Code)
(310) 273-4222
Registrant’s telephone number, including area code
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
GNUS |
The Nasdaq Capital Market |
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 ☐
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. ☐
Item 3.01
TRANSFER OF LISTING TO NYSE AMERICAN
On June 13, 2023, Genius Brands International, Inc. (the “Company”) provided notice to the Nasdaq Capital Market (“Nasdaq”)
that the Company intends to voluntarily transfer the listing of its common stock, par value $0.001 per share (the “Common Stock”)
from Nasdaq to the NYSE American LLC (“NYSE American”). The Common Stock has been approved for listing on the NYSE American,
and the Company expects that the Common Stock will begin trading on the NYSE American on or about June 26, 2023. Until the transfer of
the listing to the NYSE American is completed, the Common Stock will continue to be traded on Nasdaq.
The Company intends to file a Form 8-A with respect to the registration
of the Company’s securities on the NYSE American.
| Item 7.01 | regulation fd disclosure. |
On
June 13, 2023, the Company issued a press release in connection with the transfer of the principal listing of its common stock to
NYSE American. A copy of the press release is attached as Exhibit 99.1 hereto.
The foregoing (including Exhibit 99.1) is
being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
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.
| |
GENIUS BRANDS INTERNATIONAL, INC. |
| |
|
| Date: June 13, 2023 |
By: |
/s/ Andy Heyward |
| |
Name: Andy Heyward |
| |
Title: Chief Executive Officer |
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