GENIUS BRANDS INTERNATIONAL, INC. (NASDAQ:GNUS) Files An 8-K Entry into a Material Definitive Agreement

GENIUS BRANDS INTERNATIONAL, INC. (NASDAQ:GNUS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On March 22, 2020, Genius Brands International, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain long standing investors (the “Investors”), to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Registered Offering”), an aggregate of 4,000,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), at an offering price of $0.2568 per share for gross proceeds of approximately $1.0 million before deducting offering expenses.

The Shares were offered by the Company to a registration statement on Form S-3 (File No. 333-235962), which was filed with the Securities and Exchange Commission (the “Commission”) on January 17, 2020 and was declared effective by the Commission on January 27, 2020 (the “Registration Statement”).


The Registered Offering is expected to close on or about March 25, 2020, subject to customary closing conditions.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Genius Brands International, Inc. Exhibit
EX-5.1 2 genius_ex0501.htm OPINION Exhibit 5.1       Chrysler Center 666 Third Avenue New York,…
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Genius Brands International, Inc. is a content and brand management company. The Company provides entertaining and enriching content and products with a purpose for toddlers to tweens. The Company produces original content and licenses the rights to that content to a range of partners. Its licensees include companies to which the audio-visual rights are licensed for exhibition in various formats, such as Pay Television, Free or Broadcast Television, video-on-demand (VOD), subscription on demand (SVOD) and digital video discs/compact discs (DVDs/CDs), and companies that develop and distribute products based on its content within different product categories, such as toys, electronics, publishing, home goods, stationary and gifts. The Company owns a portfolio of original children’s entertainment that is targeted at toddlers to teens, including Baby Genius, Warren Buffett’s Secret Millionaires Club, Thomas Edison’s Secret Lab and Stan Lee’s Mighty 7.

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