Registration of Additional Securities (up to 20%) (s-3mef)
October 28 2020 - 8:18AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 28, 2020
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
GENIUS BRANDS
INTERNATIONAL, INC.
(Exact name of registrant as specified in
its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
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20-4118216
(I.R.S. Employer Identification No.)
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190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
(310) 273-4222
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
(310) 273-4222
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lawrence Elbaum
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
(212) 237-0000
Approximate date of commencement of
proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☒
333-248623
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☒
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Smaller Reporting Company
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☒
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Emerging Growth Company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(1)
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Common Stock, par value $0.001 per share
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(2
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)
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–
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Warrants
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(2
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)
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–
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Total
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$
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20,000,000
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$
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2,182.00
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____________________
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(1)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed
maximum aggregate offering price.
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(2)
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The Registrant previously registered the offer and sale of certain securities having a proposed
maximum aggregate offering price of $100,000,000 pursuant to a Registration Statement on Form S-3 (File No. 333-248623), which
was declared effective by the Securities and Exchange Commission on September 15, 2020 (the “Related Registration Statement”).
In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) an additional
amount of the Registrant’s common stock, par value $0.001 per share and warrants to purchase common stock having a proposed
maximum aggregate offering price of $20,000,000 is hereby registered, representing no more than 20% of the maximum aggregate offering
price of unsold securities under the Related Registration Statement.
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This Registration Statement shall become effective upon filing
in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities
and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act and General Instruction
IV(A) to Form S-3 to register an additional $20,000,000 of the Registrant’s securities. In accordance with Rule 462(b), this
Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-3 (File
No. 333-248623), initially filed with the Commission on September 4, 2020, and declared effective by the Commission on September
15, 2020, including all exhibits thereto and all information incorporated by reference therein, other than the exhibits included
herein.
The required opinions and consents are listed on the Exhibit
Index set forth below and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in City of Beverly Hills, State of California, on October 28, 2020.
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GENIUS BRANDS INTERNATIONAL, INC.
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By:
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/s/ Andy Heyward
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Name: Andy Heyward
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Title: Chairman and Chief Executive Officer (Authorized
Officer and Principal Executive Officer)
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Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the
dates indicated.
Signature
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Title
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Date
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/s/ Andy Heyward
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Chairman and Chief Executive Officer
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October 28, 2020
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Andy Heyward
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(Principal Executive Officer)
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*
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Chief Financial Officer
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October 28, 2020
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Robert Denton
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(Principal Financial and Accounting Officer)
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*
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Director
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October 28, 2020
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Joseph “Gray” Davis
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*
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Director
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October 28, 2020
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P. Clark Hallren
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*
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Director
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October 28, 2020
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Anthony Thomopoulos
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*
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Director
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October 28, 2020
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Margaret Loesch
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*
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Director
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October 28, 2020
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Lynne Segall
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*
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Director
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October 28, 2020
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Michael Klein
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By: /s/ Andy Heyward
Andy
Heyward
Attorney-in-fact
Genius Brands (NASDAQ:GNUS)
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