Current Report Filing (8-k)
November 05 2020 - 6:05AM
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):
November 1, 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)
o 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
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
November 1, 2020, Genius Brands International, Inc. (the “Company”) was notified that the audit practice of Squar Milner
LLP (“Squar Milner”), the Company’s independent registered public accounting firm, was combined with Baker Tilly
US, LLP (“Baker Tilly”) in a transaction pursuant to which Squar Milner combined its operations with Baker Tilly and
certain of the professional staff and partners of Squar Milner joined Baker Tilly either as employees or partners of Baker Tilly.
On November 1, 2020 and with the approval of the Audit Committee of the Company’s Board of Directors, Baker Tilly was engaged
as the Company’s independent registered public accounting firm.
Prior
to engaging Baker Tilly, the Company did not consult with Baker Tilly regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Baker Tilly on the Company’s
financial statements, and Baker Tilly did not provide any written or oral advice that was an important factor considered by the
Company in reaching a decision as to any such accounting, auditing or financial reporting issue.
The
report of independent registered public accounting firm of Squar Milner regarding the Company’s financial statements for
the fiscal years ended December 31, 2019 and 2018 did not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except that the audit reports for the year ended December
31, 2019 and 2018 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability to continue
as a going concern.
During
the years ended December 31, 2019 and 2018, and during the interim period from the end of the most recently completed fiscal year
through November 1, 2020, the date of resignation, there were no disagreements with Squar Milner on any matter of accounting principles
or practices, financial statement disclosure or auditing scope of procedures, which disagreements, if not resolved to the satisfaction
of Squar Milner would have caused it to make reference to such disagreement in its reports.
The
Company provided Squar Milner with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission and requested that Squar Milner furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with above statements and, if it does not agree, the respects in which it does not agree. A copy of the
letter, dated November 4, 2020 is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form
8-K.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d)
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.
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GENIUS BRANDS INTERNATIONAL, INC.
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Date: November 5, 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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