GENIUS BRANDS INTERNATIONAL, INC. (NASDAQ:GNUS) Files An 8-K Unregistered Sales of Equity Securities
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 12, 2020, Genius Brands International, Inc., a Nevada corporation (the “Company”), issued to Oak Productions, Inc. a warrant (the “Schwarzenegger Warrant”) to purchase 2,158,273 shares of the Company’s common stock at an exercise price equal to $1.39 per share (the “Exercise Price”). The Schwarzenegger Warrant will be a non-refundable recoupable advance on Mr. Schwarzenegger’s one-third (1/3) participation in the animated television series currently entitled “Stan Lee’s Superhero Kindergarten” (the “Show”). MSA Advisors, LLC (“MSA”) will also receive a warrant (the “MSA Warrant” and, together with the Schwarzenegger Warrant, the “Warrants”) to purchase 125,899 shares of the Company’s common stock at the Exercise Price as compensation for MSA’s role as an advisor to the Show.
The Warrants are exercisable upon the earlier of (i) May 25, 2021 and (ii) the first date that an episode of the Show is exhibited on television or is otherwise available for viewing through a streaming service or otherwise on the Internet, through May 25, 2030.
The foregoing summary of the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
The issuance of the Warrants was exempt from registration under Section 4(a)(2) of the Securities Act. The holders are sophisticated and represented in writing that they acquired the Warrants for their own accounts for investment purposes.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.