Genius Group Enters into a Securities Purchase Agreement for US$18.13 Million Private Placement
25 Agosto 2022 - 8:00AM
Business Wire
Genius Group Limited (“Genius Group” or the “Company”) (NYSE
American: GNS), a world-leading entrepreneur Edtech and education
group, has entered into a Securities Purchase Agreement (the
“Purchase Agreement”) for the sale of US$18.13 million principal
amount of Senior Secured Convertible Notes (the Notes”) in a
private placement with an institutional investor (the “Purchaser”)
for a purchase price of US$17 million (the “Purchase Price”). The
closing of the sale of the Note is subject to certain customary
closing conditions and is expected to occur on or about August 26,
2022.
The Purchase Price will be placed in a deposit account subject
to a control agreement. The Note will have 30-month maturity and a
conversion price of US$5.17 per ordinary share for voluntary
conversions of the Note, subject to adjustment. The Note will bear
interest at a per annum rate of 5%.
Beginning three months following the closing the Company is
required to make equal monthly installment payments of the Note
through the maturity date, which payments are payable in cash or
ordinary shares of the Company (or a combination of cash and
shares), with such shares being valued for each payment on the
terms provided for under the Note. Payment of the indebtedness
evidenced by the Note will be secured by a security interest in the
assets of the Company and certain of its subsidiaries. Certain of
the Company’s subsidiaries have guaranteed payment of the Company’s
obligations under the Note.
The Note will impose certain customary affirmative and negative
covenants upon the Company. Further, if an event of default under
the Note occurs, the Purchaser will be able to elect to redeem the
Note for cash equal to 115% of the then-outstanding principal
amount of the Note (or such lesser principal amount accelerated by
the Lender) plus accrued and unpaid interest thereon. The Notes
will include a limitation such that the Purchaser’s beneficial
ownership will not exceed 4.99% of the Company’s shares outstanding
at the time of exercise (which percentage may be decreased or
increased by the Purchaser subject to the terms of the Note but may
not exceed 9.99%). Until March 1, 2026, the Purchaser will, subject
to certain exceptions, have the right to participate up to 30% of
any debt, preferred stock, or equity-linked financing of the
Company or its subsidiaries.
The securities to be issued to the Purchaser will not be
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from
such registration requirements. The Purchase Agreement requires the
Company to file resale registration statements with respect to the
shares to be issued as part of monthly installment payments or
issuable upon conversion or redemption of the Notes as soon as
practicable and in any event within 30 days after the date hereof
.
The Company intends to use the net proceeds available from the
issuance and sale of the Notes for general corporate purposes and
for acquisitions to the extent permitted under the Purchase
Agreement.
Boustead Securities, LLC, the Company’s firm commitment IPO
underwriter, also acted as the exclusive placement agent for the
Private Placement.
Additional information regarding this transaction will be
provided in a Form 6-K to be filed by the Company with Securities
and Exchange Commission on or around August 29, 2022.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Genius Group
Genius Group is a world-leading entrepreneur Edtech and
education group, with a mission to disrupt the current education
model with a student-centered, life-long learning curriculum that
prepares students with the leadership, entrepreneurial and life
skills to succeed in today’s market. The group has over 2.9 million
students in 200 countries, ranging from ages 0 to 100. The group
includes four pre-IPO companies (the “Pre-IPO Group”), and four
companies that were acquired at the time of or shortly after the
IPO (the “IPO Acquisitions”).
The entrepreneur education system of our Pre-IPO Group has been
delivered virtually and in-person, in multiple languages, locally
and globally mainly via the Pre-IPO Group’s artificial intelligence
(AI)-powered, personalized GeniusU Edtech platform to adults
seeking to grow their entrepreneur and leadership skills.
The Pre-IPO Group includes Genius Group, GeniusU, Entrepreneurs
Institute and Entrepreneur Resorts. This group of entrepreneur
education companies has grown through organic growth and
acquisitions, with a focus on adding value to each company through
GeniusU, which is being developed to provide AI-driven personal
recommendations and guidance for each student. The Pre-IPO Group is
now expanding its education system to age groups beyond its current
adult audience, to children and young adults. The four IPO
Acquisitions are the first step towards this. They include:
Education Angels, which provides early learning in New Zealand for
children from 0-5 years old; E-Square, which provides primary and
secondary school education in South Africa; University of Antelope
Valley, which provides vocational certifications and university
degrees in California, USA; and Property Investors Network, which
provides property investment courses and events in England.
Genius Group’s current plan is to combine the education programs
of the IPO Acquisitions with its current education programs and
Edtech platform as part of one lifelong learning system, and it has
selected these acquisitions because they already share aspects of
the Genius curriculum and its focus on entrepreneur education.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements”. Any or all of the forward-looking
statements may turn out to be wrong or be affected by inaccurate
assumptions we might make or by known or unknown risks and
uncertainties as a result of various important factors, including
the uncertainties related to the closing of the issuance and sale
of the Notes, the satisfaction of customary closing conditions
related to the issuance and sale of the notes, the release of the
Purchase Price from the deposit account discussed above and various
other factors. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s Annual Report on Form 20-F filed with the SEC. Copies are
available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220825005291/en/
Media: Ruth Shearman, Senior Account Manager, Adia
PR Tel: +44 7971 138303 Email: gns@adiapr.co.uk
Alison Shadrack, Director, Adia PR Tel: +44 7794 540221
Email: gns@adiapr.co.uk
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