Genius Group Announces Reverse Stock Split

Rhea-AI Summary

Genius Group (NYSE: GNS) has announced a 1-for-10 reverse stock split of its ordinary shares, effective August 16, 2024. The primary goal is to increase the per share market price to meet NYSE's minimum listing requirements. Key points:

• Trading on a split-adjusted basis begins August 16, 2024
• Every ten ordinary shares will consolidate into one
• Adjustments will be made to exercise prices and number of shares for outstanding equity awards
• No fractional shares will be issued; fractional shares will be rounded down
• Continental Stock Transfer & Trust is acting as the exchange agent

The reverse split aims to maintain NYSE listing compliance without changing the company's market capitalization or shareholders' proportional ownership.

Positive

• Potential to maintain NYSE listing compliance
• No change in company's market capitalization
• No change in shareholders' proportional ownership

Negative

• Indicates struggle to meet NYSE's minimum share price requirement
• Potential negative market perception of reverse stock splits
• Reduction in total number of outstanding shares

Insights

Financial Analyst

The 1-for-10 reverse stock split announced by Genius Group (GNS) is a critical move to maintain NYSE listing compliance. This action will artificially boost the share price by reducing the number of outstanding shares, potentially improving investor perception. However, it's important to note that this doesn't change the company's fundamental value or market capitalization.

Investors should be aware that reverse splits often signal financial distress. While it may temporarily lift the stock above the $1 minimum price requirement, it doesn't address underlying business challenges. The lack of fractional shares and rounding down could result in minor shareholder dilution. Keep an eye on post-split trading volumes and any potential short-term volatility.

Market Research Analyst

Genius Group's reverse split decision reflects broader market trends where smaller companies struggle to maintain major exchange listings. This move might temporarily boost investor confidence, but it's essential to look beyond the cosmetic change. The key factors to watch are:

• Post-split trading volume and price stability
• Any forthcoming strategic announcements or financial results
• Changes in institutional ownership

While reverse splits can be seen negatively, some companies have used them as a springboard for turnaround efforts. However, without substantial improvements in Genius Group's fundamental business metrics, this move alone is unlikely to drive long-term shareholder value.

NEW YORK, NY, Aug. 05, 2024 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI powered education and acceleration group, today announced that its Board of Directors has approved a 1-for-10 reverse stock split of the Company's ordinary shares. The reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on August 16, 2024. The Company's ordinary shares expected to commence trading on a split-adjusted basis when the New York Stock Exchange ("NYSE") opens on August 16, 2024 under the existing trading symbol "GNS." The new CUSIP number for the Company's ordinary shares following the reverse stock split will be obtained tomorrow and announced via a further press release.

The primary goal of the reverse stock split is to increase the per share market price of the Company's ordinary shares to meet the minimum per share price requirement for continued listing on the NYSE. The reverse stock split was approved by the Company's stockholders at its extraordinary general meeting of stockholders held on February 16, 2023. On August 5, 2024, the Company's Board of Directors approved the reverse stock split at the ratio of 1-for-10. 

As a result of the reverse stock split, every ten ordinary shares of the Company issued and outstanding will be automatically consolidated into one of the Company's ordinary shares. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company's equity incentive plans. The ordinary shares issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not decrease the number of authorized ordinary shares or otherwise affect the par value of the ordinary shares.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be rounded down and any fractional shares shall be returned to treasury.

Continental Stock Transfer & Trust ("Continental"), the Company's transfer agent, is acting as the exchange agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form and stockholders who hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split.

About Genius Group

Genius Group (NYSE: GNS) is a leading provider of AI-powered, digital-first education solutions, disrupting the highly standardized system of traditional education with a personalized, flexible and life-long learning curriculum for the modern student. Genius Group services 5.4 million users in over 100 countries, providing personalized curriculums for individuals, enterprises and governments. The comprehensive, AI-powered platform offers programs for K-12 education, accredited university courses and skills-based courses for entrepreneurs. To learn more, please visit www.geniusgroup.net.

Forward-Looking Statements 

This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws, including (without limitation) statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. 

Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: the Company’s goals and strategies; the Company’s future business development; changes in demand for online learning; changes in technology; fluctuations in economic conditions; the growth of the online learning industry the United States and the other markets the Company serves or plans to serve; reputation and brand; the impact of competition and pricing; government regulations; and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Investor Relations

MZ Group - MZ North America
(949) 259-4987
GNS@mzgroup.us
www.mzgroup.us

FAQ

When will Genius Group's (GNS) reverse stock split take effect?

Genius Group's (GNS) 1-for-10 reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on August 16, 2024.

What is the ratio of Genius Group's (GNS) reverse stock split?

Genius Group (GNS) has announced a 1-for-10 reverse stock split, meaning every ten ordinary shares will be consolidated into one share.

Why is Genius Group (GNS) implementing a reverse stock split?

Genius Group (GNS) is implementing the reverse stock split primarily to increase its per share market price and meet the minimum per share price requirement for continued listing on the NYSE.

How will Genius Group's (GNS) reverse stock split affect shareholders?

Shareholders' proportional ownership will not change, but they will own fewer shares. Fractional shares will be rounded down, and no fractional shares will be issued.