Genius Group Receives NYSE Notice of Non-Compliance with Continued Listing Standards
May 24 2023 - 05:00PM
Genius Group Limited (NYSE American: GNS) (“Genius Group” or the
“Company”), a leading entrepreneur edtech and education group,
today announced that it received a notice on May 17, 2023 from the
New York Stock Exchange (the “NYSE”) notifying that the Company is
not in compliance with the NYSE American’s continued listing
standards set forth in Section 13 or 15(d) of the Securities
Exchange Act of 1934 as a result of the Company’s failure to timely
file its Form 20-F for the year ended December 31, 2022 (the “2022
Form 20-F”).
As previously disclosed in the press release and
Form 6-K filed with the Securities and Exchange Commission (the
“SEC”) on May 15, 2023, the Company was unable to file its 2022
Form 20-F by the applicable due date as it requires additional time
for the auditors to complete the audit process, and expect to file
its Form 20-F for the year ended December 31, 2022 , no later than
Friday June 2, 2023 and return by then to compliance with the NYSE
American’s continued listing standards.
The Company intends to return to compliance with
the NYSE American’s continued listing standards and expects to file
the 2022 Form 20-F upon the completion of the audit process no
later than Friday, June 2, 2023. Under NYSE rules, the Company can
regain compliance by filing the 2022 Form 20-F within six months of
the 2022 Form 20-F’s filing due date. If the Company fails to file
the 2022 Form 20-F by such date, the Company may submit a request
for the NYSE’s consideration to allow the Company’s securities to
trade for an additional six-month trading period. If the NYSE
determines that an additional six-month trading period is not
appropriate, suspension and delisting procedures will commence. If
the NYSE determines that an additional trading period of up to six
months is appropriate and the Company fails to regain compliance by
the end of that period, suspension and delisting procedures will
generally commence.
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 in today’s market. The
group has a group user base of 4.3 million students and 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
for the fiscal year ended December 31, 2021, filed with the
SEC on May 13, 2022. 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. Additionally, there is no guarantee that a
shareholder will qualify for use of the Upstream app or that their
shares will qualify for trading on Upstream. Shareholders should
follow the advice of their advisors, and nothing contained in this
press release constitutes investment or legal advice as to the
availability of Upstream to any shareholder or for any other
reason.
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 AcquisitionsEmail: investor@geniusgroup.net
Media Contacts: Adia PREmail: gns@adiapr.co.uk
US Investors: Dave GentryRedChip Companies
Inc1-800-RED-CHIPGNS@redchip.com
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