Genius Group Announces Closing of $8.25 Million Public Offering
January 17 2024 - 11:30AM
Genius Group Limited (NYSE American: GNS) (“Genius Group” or the
“Company”), a leading entrepreneur edtech and education group,
today announced the closing of its previously announced public
offering of 23,571,429 of the Company’s ordinary shares, 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 and associated warrants. The Series 2024-A
Warrants have an exercise price of $0.35 per ordinary share and are
immediately exercisable upon issuance for a period of five years
following the date of issuance. The Series 2024-C Warrants have an
exercise price of $0.35 per ordinary share and are immediately
exercisable upon issuance for a period of 18 months following the
date of issuance.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The gross proceeds to the Company from the
offering were 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, converted approximately $1
million of his outstanding loan to the Company into the securities
offered in the public offering at the same terms and conditions,
which amount was 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 were 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 was made
only by means of a prospectus, which forms a part of the effective
registration statement. 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 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 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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