OFFERING SUMMARY
Genius Group (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered, Bitcoin-first education group, is holding a $33 million rights offering for the Company’s ordinary shares (the “Rights Offering”), with 100% of net proceeds to be used to purchase Bitcoin for the Company’s Bitcoin Treasury.
Read the Jan 14, 2025 Press Release summarizing the offering here
Watch the Jan 15, 2025 Investor Call explaining the offering here
View the Jan 15, 2025 Investor Presentation used on the Investor Call here
Read the Jan 21, 2025 Prospectus Supplement detailing the offering here
This Rights Offering is being made only by means of the Company’s prospectus supplement, and this information does not constitute an offer to sell, or a solicitation of an offer to buy, any securities
Summary of the Terms of the Rights Offering
- Each shareholder will receive one transferable right (the “Right”) for each ordinary share held on January 24, 2025 (the “Record Date”). The number of Rights to be issued to a shareholder as of 4.30pm Eastern Time on the Record Date will be rounded up to the nearest number of Rights. The Company’s ordinary shares are expected to trade “Ex-Rights” on the NYSE American beginning on January 27, 2025.
- Each Right entitles the holder to purchase one ordinary share of the Company (the “Basic Subscription Right”) at the subscription price of $0.50 per whole ordinary share (the “Subscription Price).
- Rights holders who fully exercise their Basic Subscription Rights will be entitled to subscribe for additional ordinary shares of the Company that remain unsubscribed as a result of any unexercised Basic Subscription Rights (the “Over-subscription Right”). The Over-subscription Right allows a rights holder to subscribe for additional ordinary shares of the Company at the subscription price on a pro rata basis. Any record date shareholder who sells any Rights will not be eligible to participate in the over-subscription privilege.
- Rights holders who choose not to exercise their Rights may sell their Rights. Trading in the Rights on the NYSE American is expected to begin on a “when-issued” basis on January 23, 2025 and trade on a “regular way” basis on January 27, 2025 under the symbol “GNS RT” and continue until the close of trading on the NYSE American on February 13, 2025 (or if the offer is extended, on the business day immediately prior to the extended expiration date).
- The Rights Offering expires at 4.30 p.m., Eastern Time, on February 14, 2025 (the “expiration date”) unless extended by the Company.
Summary of the Use of Funds: Bitcoin Treasury
- The Company plans to use 100% of the net proceeds of the Rights Offering to purchase Bitcoin for its Bitcoin Treasury. The Company anticipates that, in the event that the Rights Offering reaches our target, the anticipated proceeds will be up to $33 million. The Prospectus Summary has been filed for up to $41.7 million in proceeds to account for potential oversubscription.
- The Company also plans to pursue one or more additional loan financings of up to, in the aggregate, $22 million. If the Company is successfully reaches our target in the Rights Offering and through additional loans, the Company’s Bitcoin Treasury will increase from approximately $45 million in Bitcoin to $100 million in Bitcoin.
Founder & Management Participation
- The Founder and CEO of the Company, Roger Hamilton, submitted an application on January 14, 2025 to acquire 500,000 additional newly issued shares of the Company, as approved by the Board on August 9, 2024. The Board approved a plan in which Mr. Hamilton would have the right to purchase one million shares (adjusted from ten million shares after the Company’s reverse stock split) at a per share price equal to 105% of the closing price on the prior trading day to the date of purchase. On October 8, 2024, Mr. Hamilton acquired 500,000 shares, and he purchased the remaining 500,000 shares on January 15, 2024 in accordance with the terms of the plan.
- Following the acquisition of these additional newly issued shares, Mr. Hamilton owns an estimated 6.8 million shares of the Company, representing approximately 10.3% of the 66 million issued shares in the Company. Mr Hamilton has notified the Company that he would fully subscribe to his rights under this Rights Offering, which will amount to rights to an additional 6.8 million shares on the same terms as all shareholders on the Record Date as detailed above.
The subscription agent for the Rights Offering will send a rights certificate to each registered holder of the Company’s ordinary shares as of the close of business on the record date, based on the Company’s stockholder registry maintained at the transfer agent for its ordinary shares. Holders of ordinary shares in “street name” through a brokerage account, bank, or other nominee will not receive a physical rights certificate, and instead, such holders must instruct their broker, bank, or nominee whether or not to exercise subscription rights on their behalf. For any questions or further information about the Rights Offering, please call Campaign Management LLC, the information agent for the Rights Offering, toll-free at +1 (855) 264-1527.
The Rights Offering will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (Reg. No.333-280600) on file with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement filed with the SEC on January 21, 2025.
The information herein is not complete and is subject to change. This information does not constitute an offer to sell or the solicitation of an offer to buy any of the rights, ordinary shares or any other securities, nor will there be any sale of the rights, ordinary shares or any other securities in any state or other 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 other jurisdiction.
This information is not an offering, which can only be made by a prospectus. The base prospectus contains this and additional information about the Company and the prospectus supplement contains this and additional information about the Rights Offering, and should be read carefully before investing. For any questions or further information about the Rights Offering, or to obtain a prospectus supplement and the accompanying prospectus, when available, please call Campaign Management LLC, the information agent for the Rights Offering, toll-free, by phone at +1 (855) 264-1527 or via email at info@campaign-mgmt.com.