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 May 18, 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 7,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”), at an offering price of $1.20 per share for gross proceeds of $9.0 million before deducting the placement agent fees and offering expenses. The Company intends to use the net proceeds of the Registered Offering to grow its newly-announced digital network for children, Kartoon Channel!, to fund production of additional episodes of its series Rainbow Rangers, and for the repayment of certain outstanding debt, and for working capital.
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 May 20, 2020, subject to customary closing conditions. The Special Equities Group, LLC, a division of Bradley Woods & Co. LTD, acted as placement agent and will receive a cash fee of $630,000.
In consideration for the holders of the notes and warrants issued to that certain Securities Purchase Agreement dated as of March 11, 2020 by and among the Company and the investors party thereto to provide their waiver and consent to the Registered Offering, the Company agreed that it will file a Registration Statement on Form S-3 on or before May 29, 2020 registering the resale of the shares of Common Stock underlying the notes and warrants issued to certain holders thereof.
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.
On May 18, 2020, the Company issued a press release announcing the Registered Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 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