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 October, 2023
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.
Board
Resolution for Founder Equity Compensation Plan
The
CEO Equity Compensation Plan (the “Plan”) is devised so that Roger James Hamilton (“RJH”) has the opportunity
to earn his way back to a 20% shareholding in Genius Group Ltd, on the basis of achieving a market capitalization for Genius Group of
at least $1 Billion within ten years.
The
Board of Directors believes that aligning RJH’s recovery of his shareholding with the long-term interests of the shareholders through
this compensation plan is in the best interest of Genius Group Ltd.
The
CEO Equity Compensation Plan was approved and adopted by the Board of Directors on October 16, 2023.
Details
of the Equity Compensation Plan
Grants.
Over the period of 10 years, starting from December 31, 2023 and ending on December 31, 2033, 10 tranches of Restricted Share are
awarded to RJH based on the terms of this plan.
Vesting
of Grants. The Restricted Share for each of the 10 tranches will be awarded in the month after each of the market capitalization
goals in the table below are achieved, based on the average market capitalization over a 20 day trading period, together with achieving
an additional one operational goal from any row of the Revenue goals column or Adjusted EBITDA goals column in the table below.
Tranche | |
Percentage of shares
granted as a % of
issued and
outstanding | | |
Market
Capitalization* | | |
Share
Price** | | |
Revenue | | |
Adjusted
EBITDA | |
1 | |
| 5 | % | |
$ | 100
million | | |
$ | 1.38 | | |
$ | 25
million | | |
$ | 1
million | |
2 | |
| 3 | % | |
$ | 200
million | | |
$ | 2.78 | | |
$ | 50
million | | |
$ | 2
million | |
3 | |
| 2 | % | |
$ | 300
million | | |
$ | 4.16 | | |
$ | 75
million | | |
$ | 4
million | |
4 | |
| 2 | % | |
$ | 400
million | | |
$ | 5.56 | | |
$ | 100
million | | |
$ | 6
million | |
5 | |
| 2 | % | |
$ | 500
million | | |
$ | 7.64 | | |
$ | 150
million | | |
$ | 8
million | |
6 | |
| 2 | % | |
$ | 600
million | | |
$ | 8.33 | | |
$ | 200
million | | |
$ | 10
million | |
7 | |
| 1 | % | |
$ | 700
million | | |
$ | 9.72 | | |
$ | 250
million | | |
$ | 12
million | |
8 | |
| 1 | % | |
$ | 800
million | | |
$ | 11.11 | | |
$ | 300
million | | |
$ | 15
million | |
9 | |
| 1 | % | |
$ | 900
million | | |
$ | 12.50 | | |
$ | 400
million | | |
$ | 20
million | |
10 | |
| 1 | % | |
$ | 1
billion | | |
$ | 13.89 | | |
$ | 500
million | | |
$ | 25
million | |
*All
amounts in $US
**
Share price are for example only, based on market capitalization divided by current shares issued, prior to any additional acquisition
or funding activity.
Eligibility
and Termination of Employment. In the absence of a Change in Control, this compensation plan remains in effect for as long as RJH
is employed by Genius Group and a member of its board of directors.
If
RJH voluntarily resigns from Genius Group or a successor company or is terminated for Cause or dies, all shares from unearned tranches
are forfeited.
Merger
or Acquisition resulting in a Change in Control. In the event of a Change in Control all future Tranches will be granted and awarded.
The Plan will then terminate.
Plan
Interpretation, Modification and Administration. The Board of Directors of Genius Group or designees have the full discretion to
implement and administer the provisions of this Plan. Once passed, any changes to this plan requires the consent of RJH.
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:
October 20, 2023 |
|
|
|
By: |
/s/
Roger James Hamilton |
|
Name: |
Roger
James Hamilton |
|
Title: |
Chief
Executive Officer and Chairman
(Principal
Executive Officer) |
Exhibit
99.1
Genius
Group Board implements 10 Year Performance Plan
for
CEO to achieve $1 billion market capitalization
SINGAPORE,
October 20, 2023 - Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading
entrepreneur edtech and education group, announces today that its Board has approved a 10 year performance plan for the Founder &
CEO, Roger James Hamilton, to earn share awards across 10 tranches based on achieving market capitalization targets for Genius Group
up to $1 billion within 10 years or less.
Qualifying
for each of the tranches requires Hamilton to achieve each of the 10 market capitalization targets, together with achieving an additional
operational goal related to either annual revenue, from 10 goals up to $500 million, or annual adjusted EBITDA, from 10 goals up to $25
million.
Richard
Berman, Chairman of Genius Group’s Audit & Compensation Committees, said “The Board has a strong belief in Roger Hamilton’s
ability to grow Genius Group into a billion dollar company delivering a positive, global impact to the future of education. We believe
this plan aligns our CEO, management and investors with our long term growth prospects and the value Genius Group can deliver to all
long term shareholders.”
Full
details of the compensation plan can be found in the company’s filed 6-K.
About
Genius Group
Genius
Group is a leading entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered,
life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed. Through its learning
platform, GeniusU, the Genius Group has a member base of 5.4 million users in 200 countries, ranging from early age to 100.
For
more information, please visit https://www.geniusgroup.net/
Investor
Notice
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties
and forward-looking statements described in our most recent Annual Report on Form 20-F, as amended for the fiscal year ended December
31, 2022, filed with the SEC on June 6, 2023 and August 3, 2023. If any of these risks were to occur, our business, financial condition
or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all
of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to
us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not
be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking
Statements” below.
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
Investors:
Flora
Hewitt, Vice President of Investor Relations and Mergers and Acquisitions
Email:
investor@geniusgroup.net
US
Investors:
Dave
Gentry
RedChip
Companies Inc
1-800-RED-CHIP
GNS@redchip.com
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