Current Report Filing (8-k)
April 07 2022 - 9:23AM
Edgar (US Regulatory)
0001355848
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0001355848
2022-04-07
2022-04-07
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iso4217:USD
xbrli:shares
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):
April 7, 2022
GENIUS
BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
|
001-37950
(Commission File Number) |
20-4118216
(IRS Employer Identification No.) |
190
N. Canon Drive, 4th Fl.
Beverly
Hills, CA 90210
(Address of principal executive
offices) (Zip Code)
(310) 273-4222
Registrant’s telephone number, including
area code
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 ☐
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. ☐
| Item 7.01 | REGULATION FD DISCLOSURE. |
On April 7, 2022, Genius Brands International,
Inc. (the “Company”) issued a press release announcing the completion of its acquisition of Wow Unlimited Media Inc. (“Wow”)
and the intent to appoint Michael Hirsh, the Chairman and Chief Executive Officer of Wow, to the Company’s board of directors. A
copy of the Company’s press release is attached as Exhibit 99.1 hereto.
The information disclosed under this Item 7.01,
including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant
to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained
herein, the matters set forth in this Current Report on Form 8-K are forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to:statements of the Chairman
and Chief Executive Officer of the Company, statements of the Chairman and Chief Executive Officer of Wow, statements with respect to
the Company’s animation and digital media strategy (including acquisitions and business development activities), planned content,
expected EBITDA, expected revenue and revenue growth, the financial benefit, if any, of the acquisition of Wow, including potential synergies,
tax credits and subsidies, and the anticipated benefits, if any, of the acquisition of Wow for the Company. You are cautioned not to place
undue reliance on these forward-looking statements. Forward-looking statements are only predictions based on our current expectations,
estimates, and assumptions, valid only as of the date they are made, and subject to risks and uncertainties, some of which we are not
currently aware. Forward-looking statements should not be read as a guarantee of future performance or results and may not necessarily
be accurate indications of the times at, or by, which such performance or results will be achieved. These forward-looking statements are
based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing
of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties.
These risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s filings
with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K for the year ended December
31, 2021. The Company does not undertake any obligation to update forward-looking statements and expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements contained herein, except as may be required
by law.
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: April 7, 2022 |
By: |
/s/ Andy Heyward |
|
Name: Andy Heyward
|
|
Title: Chief Executive Officer |
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