Genius Group Announces Reverse Stock Split

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.