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 June 23, 2020, Genius Brands International, Inc. (the “Company”) entered into conversion agreements (the “Conversion Agreements”) with all of its holders (the “Holders”) of senior secured convertible notes (the “Notes”) issued to that certain Securities Purchase Agreement, dated as of March 11, 2020, by and among the Company and the purchasers identified on the pages thereto (the “Purchase Agreement”). to the Conversion Agreements, the Holders agreed to (i) prepay in full the Investor Notes (as defined in the Purchase Agreement) in the aggregate principal amount of $4,000,000 that were issued as partial payment for the Notes and (ii) tender conversion notices to the Company for the full conversion of their Notes in the aggregate principal amount of $13,750,000, which shall result in the issuance to the Holders of an aggregate of 65,476,191 shares of common stock, par value $0.01 per share, of the Company (the “Conversion Shares”). In consideration for the repayment of the Investor Notes and conversion of the Notes, the Company agreed to file a registration statement registering the resale of all of the Conversion Shares on or before June 26, 2020.

The foregoing description of the Conversion Agreement is qualified by reference to the full text of the form of the Conversion Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF SECURITIES

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein. The issuance of Conversion Shares shall be made in reliance on exemption from registration to Section 4(a)(2) under the Securities Act of 1933, as amended.

Following the issuance of the Conversion Shares, the Company will have 217,609,357 shares of common stock issued and outstanding.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.


Genius Brands International, Inc. Exhibit
EX-10.1 2 genius_ex1001.htm CONVERSION AGREEMENT Exhibit 10.1   CONVERSION AGREEMENT   This Conversion Agreement (this “Agreement”),…
To view the full exhibit click here

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About GENIUS BRANDS INTERNATIONAL, INC. (NASDAQ:GNUS)

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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