Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 22, 2020



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of

Incorporation or organization)


190 N. Canon Drive, 4th Fl.

Beverly Hills, CA

(Address of principal executive offices)

(Commission File Number)


(I.R.S. Employer

Identification Number)



(Zip Code)



Registrant’s telephone number, including area code: (310) 273-4222



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share GNUS The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o







ITEM 1.01. Entry into a Material Definitive Agreement


On January 22, 2020, Genius Brands International, Inc. (the “Company”) entered into a private transaction (the “Private Transaction”) pursuant to a Warrant Exercise Agreement (the “Agreement”) with the holder of the Company’s existing warrants (the “Original Warrants”). The Original Warrants were originally issued on October 3, 2017, to purchase an aggregate of 500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $3.90 per share and were to expire in October 2022.


Pursuant to the Agreement, the holder of the Original Warrants and the Company agreed that such Original Warrant holder would exercise its Original Warrants in full and the Company would amend the Original Warrants to reduce the exercise price thereof to $0.34 (the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the Agreement) (the “Amended Exercise Price”).


The Company expects to receive approximately $170,000 from the exercise of the Original Warrants.


The foregoing is a summary of the terms of the Agreement and does not purport to be complete. The foregoing summary is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed herewith as Exhibit 10.1.


The Special Equities Group, LLC, a division of Bradley Woods & Co Ltd, acted as the placement agent and will receive warrants to purchase 50,000 shares at an exercise price of $0.34 per share.


ITEM 3.02. Unregistered Sales of Equity Securities.


The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.


ITEM 3.03. Material Modification to Rights of Security Holders.


The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.


ITEM 9.01. Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.



10.1   Form of Warrant Exercise Agreement












Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



  By: /s/ Andrew Heyward
  Name: Andrew Heyward
  Title: Chief Executive Officer

Date: January 23, 2020