Amended Current Report Filing (8-k/a)
June 22 2022 - 6:04AM
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2022-04-11
2022-04-11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 11, 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. ☐
EXPLANATORY
NOTE
As previously disclosed
in a Current Report on Form 8-K filed by Genius Brands International, Inc., a Nevada corporation (“Genius” or the “Company”)
on April 11, 2022 (the “Initial Filing”), pursuant to the Arrangement Agreement, dated October 26, 2021, (the “Arrangement
Agreement”), among Genius, 1326919 B.C. LTD., a corporation existing under the laws of the
Province of British Columbia and a wholly owned subsidiary of Genius and Wow Unlimited Media Inc., a corporation existing under the laws
of the Province of British Columbia (“Wow”), Genius completed its acquisition of all of the issued and outstanding
common shares of Wow by means of a statutory arrangement under the Canada Business Corporations Act (the “Acquisition”) on
April 7, 2022.
The
Initial Filing indicated that the Company intended to provide the required Item 9.01(a) Financial Statements of Business Acquired and
Item 9.01(b) Pro Forma Financial Information through an amendment to the Original Form 8-K no later than 71 days from the date on which
the Original Form 8-K was required to be filed. This Current Report on Form 8-K/A amends the Original Form 8-K to provide such financial
statements and information.
Item 9.01 Financial
Statements and Exhibits.
| (a) | Financial statements of business acquired. |
The financial statements of WOW required
by this Item 9.01(a) are incorporated herein by reference to the following:
| (i) | the following audited consolidated financial statements of WOW, filed as Exhibit 99.1 to this Current
Report on Form 8-K/A and are incorporated herein by reference: |
| ● | Report of Independent Auditors; |
| ● | Consolidated Statement of Financial Position as of December 31, 2021; |
| ● | Consolidated Statement of Comprehensive Loss for the year ended December 31, 2021; |
| ● | Consolidated Statement of Changes in Shareholders’ Equity for the year ended
December 31, 2021; |
| ● | Consolidated Statement of Cash Flows for the year ended December 31, 2021; and |
| ● | Notes to the Audited Consolidated Financial Statements; and |
| (ii) | the following unaudited consolidated financial statements of WOW, filed as Exhibit 99.2 to this Current
Report on Form 8-K/A and are incorporated herein by reference: |
| ● | Condensed Interim Consolidated Statement of Financial Position as of March 31, 2022; |
| ● | Condensed Interim Consolidated Statement of Comprehensive Income (Loss) for the
three months ended March 31, 2022; |
| ● | Condensed Interim Consolidated Statement of Changes in Shareholders’ Equity
for the three months ended March 31, 2022; |
| ● | Condensed Interim Consolidated Statement of Cash Flow for the three months ended
March 31, 2022; and |
| ● | Notes to the Unaudited Condensed Consolidated Financial Statements. |
| (b) | Pro forma financial information. |
The pro forma financial information required
by this Item 9.01(b) is incorporated herein by reference to the following unaudited pro forma condensed combined financial statements
combining the historical consolidated financial statements of Genius and its subsidiaries and Wow and its subsidiaries, reflecting an
acquisition by Genius, filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference:
| ● | Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2022; |
| ● | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2021
and the three months ended March 31, 2022; and |
| ● | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
(c) Not Applicable
(d) Exhibits
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.
Dated: June 21,
2022 |
GENIUS BRANDS INTERNATIONAL, INC.
By /s/ Andy Heyward
Andy Heyward
Chief Executive Officer |
Genius Brands (NASDAQ:GNUS)
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