Genius Brands International, Inc. (“Genius Brands” or the
“Company”) (Nasdaq: GNUS), a global brand management company that
creates and licenses multimedia entertainment content for children,
announced today that it will effect a 1-for-10 reverse stock split
of its outstanding common stock, which will be effective for
trading purposes as of the commencement of trading on February 13,
2023.
The reverse stock split was approved by the
Board of Directors of the Company in accordance with Nevada law and
is intended to increase the per share trading price of the
Company’s common stock to satisfy the $1.00 minimum bid price
requirement for continued listing on The Nasdaq Capital Market
(Rule 5550(a)(2)). The Company’s common stock will continue to
trade on the Nasdaq Capital Market under the symbol “GNUS” and
under a new CUSIP number, 37229T 509. As a result of the reverse
stock split, every 10 pre-split shares of common stock outstanding
will become one share of common stock, with each shareholder’s pro
rata ownership of the Company remaining the same. The reverse stock
split will proportionately reduce the number of shares of
authorized common stock from 400,000,000 to 40,000,000
shares. The reverse split will also apply to common stock
issuable upon the exercise of the Company’s outstanding warrants
and stock options.
“We believe that the reverse split is an
important step in our ongoing activities to enhance shareholder
value and further position the Company for long-term success," said
Michael Jaffa, COO and General Counsel of Genius Brands.
"Specifically, we believe increasing the per-share market price of
our common stock will make the Company more attractive to a wider
range of institutional investors and brokerage firms otherwise
restricted due to share price requirements. Each shareholder’s pro
rata percentage will remain unchanged. Additionally, having fewer
shares in the public float we believe will help deter improper and
potentially illegal trading activities, such as illegal naked short
selling, a direct violation of SEC Regulation SHO, which governs
stock and option share locate, close out and fail to deliver
requirements. Towards this end, we are taking additional measures
that we believe will assist in deterring such activities in the
future.”
“Although this is a challenging time in the
markets, we are encouraged by the outlook for the business,
including our brands, our distribution platforms, our recent
acquisitions, and our increasing market share,” noted Andy Heyward,
Chief Executive Officer of Genius Brands. “We are executing on our
plan around timeless, safe, and quality entertainment for children,
as we grow rapidly, now evidenced by our most recent earnings
announcements, continuing increase in revenues, and synergies as we
digest our strategic acquisitions and investments in WOW, Ameba,
and YFE. As a result, maintaining our listing on Nasdaq is of
utmost importance given the anticipated milestones and visibility a
Nasdaq listing provides.”
The Company’s transfer agent, VStock Transfer,
LLC, which is also acting as the exchange agent for the reverse
split, will provide instructions to shareholders regarding the
process for exchanging share certificates. Any fractional shares of
common stock resulting from the reverse stock split will be rounded
up to the nearest whole post-split share and no shareholders will
receive cash in lieu of fractional shares.
About Genius Brands International, Inc.
Genius Brands International, Inc. (Nasdaq: GNUS)
is a leading global kids media company developing, producing,
marketing, licensing, and distributing branded children’s
entertainment properties and consumer products that is safe and
enriching for media and retail distribution. The Company’s IP
portfolio of family-friendly content features the Stan
Lee brand, Stan Lee’s Superhero Kindergarten, starring
Arnold Schwarzenegger, on Kartoon Channel!; Shaq’s Garage,
starring Shaquille O’Neal, coming to Kartoon Channel!; Rainbow
Rangers on Kartoon Channel! and Netflix; Llama Llama,
starring Jennifer Garner, on Netflix and more. The company recently
announced its upcoming production of Blue Origin Space Rangers,
starring an animated Jeff Bezos and Michael Strahan, leading a
diverse academy of youth space explorers through intergalactic
adventures. The company’s flagship channel, Kartoon Channel!, is
distributed across all major platforms, including Apple TV, Apple
ios, Android TV, Android Mobile, Amazon Prime, Amazon Fire, Roku,
Pluto, Tubi, You Tube, as well as Samsung, LG, and Vizio smart TVs.
This past year, Genius Brands also acquired Canada’s WOW!
Unlimited Media, which includes 2,500 channels under the Channel
Frederator Network, the largest network of animation on YouTube,
with over 1 billion views per month, and has also made a strategic
investment in Germany’s Your Family Entertainment AG (FRA:RTV), one
of Europe’s largest distributors and broadcasters of high-quality
programs for children and families.
For additional information, please
visit www.gnusbrands.com.
Forward-Looking
StatementsForward Looking Statements: Certain statements
in this press release constitute "forward-looking statements"
within the meaning of the federal securities laws. Words such as
"may," "might," "will," "should," "believe," "expect,"
"anticipate," "estimate," "continue," "predict," "forecast,"
"project," "plan," "intend" or similar expressions, or statements
regarding intent, belief, or current expectations, are
forward-looking statements. While the Company believes these
forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are
based on information available to us on the date of this release.
These forward looking statements are based upon current estimates
and assumptions and are subject to various risks and uncertainties,
including without limitation, our ability to generate revenue or
achieve profitability; our ability to obtain additional financing
on acceptable terms, if at all; the potential issuance of a
significant number of shares, which will dilute our equity holders;
fluctuations in the results of our operations from period to
period; general economic and financial conditions; our ability to
anticipate changes in popular culture, media and movies, fashion
and technology; competitive pressure from other distributors of
content and within the retail market; our reliance on and
relationships with third-party production and animation studios;
our ability to market and advertise our products; our reliance on
third-parties to promote our products; our ability to keep pace
with technological advances; our ability to protect our
intellectual property and those other risk factors set forth in the
“Risk Factors” section of the Company’s most recent Annual Report
on Form 10-K and in the Company's subsequent filings with the
Securities and Exchange Commission (the "SEC"). Thus, actual
results could be materially different. The Company expressly
disclaims any obligation to update or alter statements whether as a
result of new information, future events or otherwise, except as
required by law.
Media
contact:pr@gnusbrands.com
Investor relations
contact:ir@gnusbrands.com
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