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): March 15, 2021

 

 

GENIUS BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada 001-37950 20-4118216
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

     

190 N. Canon Drive, 4th Fl.

Beverly Hills, CA

 

 

90210

(Address of principal executive offices)  

(Zip Code)

 

 

 

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 Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share GNUS The Nasdaq Capital Market

 

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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

 

On March 15, 2021, Genius Brands International, Inc. (the “Company”) received a notice (the “Letter”) from the listing qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company violated Listing Rule 5635(c) (the “Rule”), which requires shareholder approval for certain equity compensation arrangements, due to the Company’s failure to seek shareholder approval of its issuance of certain of its securities as compensation to an entity for its involvement with the production and distribution of a television series being developed by the Company.

 

To remedy this shareholder approval violation, the Company’s Compensation Committee ratified the equity compensation grants under the Company’s shareholder approved 2020 Incentive Plan. Accordingly, Nasdaq has determined that the Company has regained compliance with the Rule, subject to the requirement that the Company disclose receipt of the Letter through this report on Form 8-K.

 

 

 

 

 

 

 

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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.

 

     
  GENIUS BRANDS INTERNATIONAL, INC.
   
Date:   March 17, 2021 By: /s/ Andy Heyward                                
  Name: Andy Heyward
  Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

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