Genius Group Announces Pricing of $8.25 Million Public Offering
January 12 2024 - 5:00AM
Genius Group Limited (NYSE American: GNS) (“Genius Group” or the
“Company”), a leading entrepreneur edtech and education group,
today announced the pricing of a public offering of 23,571,429 of
the Company’s ordinary shares (or pre-funded warrants in lieu
thereof), Series 2024-A warrants (“Series 2024-A Warrants”) to
purchase up to 23,571,429 of the Company’s ordinary shares and
Series 2024-C warrants (“Series 2024-C Warrants”) to purchase up to
23,571,429 of the Company’s ordinary shares, at a combined offering
price of $0.35 per ordinary share (or per pre-funded warrant in
lieu thereof) and associated warrants. The Series 2024-A Warrants
will have an exercise price of $0.35 per ordinary share and will be
immediately exercisable upon issuance for a period of five years
following the date of issuance. The Series 2024-C Warrants will
have an exercise price of $0.35 per ordinary share and will be
immediately exercisable upon issuance for a period of 18 months
following the date of issuance. The closing of the offering is
expected to occur on or about January 17, 2024, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds to the Company from the
offering are expected to be approximately $8.25 million, before
deducting the placement agent’s fees and other offering expenses
payable by the Company. Mr. Roger Hamilton, our chief executive
officer and chairman of the board of directors, has agreed to
convert approximately $1 million of his outstanding loan to the
Company into the securities being offered in the public offering at
the same terms and conditions, which amount included in the gross
proceeds from the offering. 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 acquisitions.
The securities described above are being offered
pursuant to a registration statement on Form F-1 (File No.
333-273841) originally filed with the Securities and Exchange
Commission (“SEC”) on August 9, 2023, as amended, and declared
effective by the SEC on January 11, 2024. The offering is being
made only by means of a prospectus, which forms a part of the
effective registration statement. When available, electronic copies
of the final prospectus may be obtained for free on the SEC’s
website located at http://www.sec.gov and may also be obtained,
when available, by contacting H.C. Wainwright & Co., LLC at 430
Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212)
856-5711 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
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 other jurisdiction.
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/
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 and the registration statement. 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
Investors:Dave GentryRedChip Companies
Inc1-800-RED-CHIPGNS@redchip.com
Genius (AMEX:GNS)
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