Genius Group SEC Filings

Sonim Technologies (NASDAQ: SONM) filed additional definitive proxy materials (Form DEFA14A) dated 8 July 2025. The document contains internal e-mails urging employees, friends and family who own SONM shares to vote before the 17 July 2025, 11:59 p.m. ET deadline using the WHITE proxy card. Proxy-solicitation support is provided by Sodali, whose contact details and toll-free numbers are included.

The filing repeats that a definitive proxy statement for the 2025 Annual Meeting is already on file with the SEC and available free of charge via the SEC and Sonim investor-relations websites. Stockholders are encouraged to read that statement in full.

Sonim also references a non-binding letter of intent (LOI) for a proposed strategic transaction involving Orbic. A separate proxy statement will be filed for a future special meeting should a definitive agreement be executed. No terms, valuation, or timing details are provided.

A lengthy forward-looking-statement disclaimer lists multiple risks: (i) the LOI may never convert to a binding agreement, (ii) shareholder and regulatory approvals may fail, (iii) the company may need a reverse stock-split to maintain Nasdaq listing, (iv) the proxy contest could replace the current board and end the transaction, and (v) potential litigation and cost overruns. No new operational or financial metrics are disclosed.

In essence, the filing is a routine proxy-solicitation communication designed to maximise voting participation and comply with SEC rules; it does not materially alter the investment thesis or provide incremental financial information.

The Wendy’s Company (NASDAQ: WEN) filed an 8-K to disclose multiple governance changes effective July 2025. Current President & CEO Kirk Tanner will resign on 18 July 2025 to assume the top role at The Hershey Company. The Board has named Chief Financial Officer Ken Cook, 44, as Interim CEO while retaining his CFO duties. Cook joined Wendy’s in December 2024 after a 20-year career at UPS that included senior FP&A and segment CFO roles. No new compensation arrangements for Cook have been finalized; any future agreements will trigger an amended filing.

Board composition shifts: the Board size will drop from 10 to 9 upon Tanner’s departure. Separately, Vice-Chairman Matthew H. Peltz will resign on 8 July 2025. The vacancy is being filled the same day by Bradley G. Peltz, son of former Chairman Nelson Peltz and brother of Matthew Peltz. Bradley Peltz will serve until the 2026 annual meeting and joins the Technology and Corporate Social Responsibility committees. As a managing director and minority owner of franchisee Yellow Cab Holdings (89 restaurants), he is involved in a related-party relationship that generated $7.6 million in royalty and other payments to Wendy’s through 29 June 2025, consistent with prior proxy disclosures.

The company furnished a press release (Exhibit 99.1) summarizing these leadership moves; the release is furnished, not filed, under Regulation FD. No financial performance data, transactions, or strategy updates were included in this filing.

Genius Group Limited (NYSE American: GNS) has filed a Shelf Registration Statement on Form F-3 that will allow the company to issue, from time to time, up to $1.2 billion of securities, including ordinary shares, preferred shares, debt, warrants, subscription rights and units. The filing also contains a Sales Agreement prospectus supplement covering an at-the-market (ATM) equity program of up to $1.0 billion in ordinary shares to be offered through H.C. Wainwright & Co.

The shelf greatly exceeds Genius Group’s current equity value (~$126 million market capitalization based on 87.8 million shares outstanding at $1.44 on 1 July 2025). If fully utilized, the registration could increase the share count materially and result in significant dilution to existing shareholders.

Use of proceeds: the company may deploy funds for general corporate purposes, M&A, debt repayment, and notably for the purchase of bitcoin in line with its treasury policy adopted in November 2024. Management views bitcoin as a long-term store of value and may periodically finance additional purchases through equity or debt issuance. The prospectus dedicates extensive risk-factor disclosure to bitcoin price volatility, regulatory uncertainty, liquidity constraints and potential Investment Company Act implications if bitcoin were deemed a security.

Capital structure & share information: after a 1-for-10 reverse split in August 2024, Genius Group has 87.8 million ordinary shares outstanding, 6.7 million warrants, a 50 million-share issuance obligation to Entrepreneur Resorts for a prior acquisition, and convertible notes that could add further shares. The shelf leaves flexibility for additional preference shares, debt and hybrid securities subject to shareholder approval under Singapore law.

Strategic context: Genius Group positions itself as a global EdTech and “entrepreneur education” platform with 3.5 million students on GeniusU. Recent acquisitions span early childhood, K-12, vocational and media assets. The company sees bitcoin holdings, strategic acquisitions and ongoing platform investment as pillars of its growth plan.

Key investor considerations:

• The $1.2 billion shelf—particularly the $1 billion ATM—creates a sizeable potential equity overhang relative to current market value.
• Management’s stated intention to buy bitcoin with excess cash means proceeds could be exposed to crypto-market volatility rather than accretive operating investment.
• Expanded disclosure of legal and technical risks underscores the speculative nature of the bitcoin strategy and the possibility of heightened regulatory scrutiny.
• Conversely, the shelf provides financing flexibility for acquisitions and working-capital needs without the delay of additional SEC filings.

Overall, the registration equips Genius Group with a large capital-raising toolset but raises meaningful dilution and risk profile questions for existing shareholders.

Genius Group Limited (NYSE American: GNS) has filed Amendment No. 2 to its prospectus supplement, activating an at-the-market (ATM) equity program of up to US$100 million in ordinary shares under an existing shelf registration (Form F-3, Reg. No. 333-280600). The shares will be offered through H.C. Wainwright & Co. acting as sales agent or principal. Transactions will be deemed “at the market” under Rule 415, executed primarily on NYSE American at prevailing prices, though negotiated or off-exchange sales are also permissible.

The filing updates capacity calculations following the Company’s Form 20-F for FY-2024. Because public float held by non-affiliates now exceeds US$75 million (≈US$115.4 million as of 1 July 2024), sales are no longer capped by Instruction I.B.5 of Form F-3 and may proceed without restriction under Instruction I.B.1.

Key terms

• Maximum issuance: up to US$100 million of ordinary shares.
• Commission: 3.0% of gross proceeds payable to Wainwright; deemed underwriting compensation.
• Outstanding shares: 87,808,823 as of 3 July 2025 (post 1-for-10 reverse split effected 16 Aug 2024).
• Recent price: US$1.44 per share (1 July 2025 close).
• Potential dilution: illustrative sale of 69,444,444 shares at US$1.44 would raise ~US$100 million and lower investors’ net tangible book value by US$0.27 per share while increasing existing holders’ NTBV by US$0.25.
• Use of proceeds: “general corporate purposes,” explicitly including working capital, repayment of debt, strategic or asset acquisitions, capital expenditures, and potential Bitcoin purchases.

Investor considerations

• The Company gains flexible access to growth capital without a minimum draw requirement, strengthening liquidity ahead of planned AI-led expansion and potential M&A.
• ATM structure allows opportunistic issuance but could pressure share price because shares may be sold at market levels with little notice; magnitude could reach 79% of current float if fully utilized.
• Risk factors highlight dilution, share-price volatility, discretion in use of proceeds, absence of dividends, and broad market factors.
• Wainwright may terminate the agreement at any time; Genius may do so with ten days’ notice.

The prospectus supplement also refreshes corporate background: 3.8 million students on GeniusU by end-2024, strategic focus on AI education, recent board changes (resignation of Eric Pulier; appointments of Michael Moe and Riaz Shah), auditor transition to Enrome LLP, and details of earlier acquisitions and spin-offs. No new financial results are provided beyond previously reported FY-2023 revenue of US$23.1 million (US$70.4 million pro forma including FatBrain AI).