Genius Group Ltd 6-K, filed Jan 19, 2023
Genius Group Ltd (GNS)
About this 6-K
Genius Group Ltd filed this 6-K on January 19, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of January 2023
Commission File Number: 001-41353
Genius Group Limited
(Translation of registrant’s name into English)
8 Amoy Street, #01-01
Singapore 049950
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Genius Group Appoints Timothy Murphy to Lead Illegal Trading Task Force
On January 19, 2023, Genius Group Limited, a Singapore public limited company (“Genius Group” or the “Company”), announced that it has appointed Timothy Murphy, a Genius Group Director and former Deputy Director of the F.B.I., to lead Genius Group’s recently created Illegal Trading Task Force. The Company also reported certain other measures it plans to take to address what it believes to be naked short selling of its ordinary shares.
A copy of the press release announcing these actions is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
Exhibit
| Item | Description | |
| 99.1 | Press Release dated January 19, 2023. |
SIGNATURES
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.
| GENIUS GROUP LIMITED | ||
| Date: January 19, 2023 | ||
| By: | /s/ Roger James Hamilton | |
| Name: | Roger James Hamilton | |
| Title: | Chief Executive Officer and Chairman | |
| (Principal Executive Officer) | ||
Exhibit 99.1
Genius Group Appoints Timothy Murphy
To Lead Illegal Trading Task Force
SINGAPORE, January 19, 2023 – The Board of Directors (the “Board”) of Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading entrepreneur edtech and education group, approved at a meeting of the Board held on Wednesday 18th January 2023, an action plan to address alleged illegal short selling of its stock.
This action plan includes creating a Board-led ‘Illegal Trading Task Force’ to actively pursue all possible actions together with the regulators in their discovery and prosecution of persons engaging in market manipulation involving the ordinary shares of Genius Group. This Task Force will be led by Timothy Murphy, a Genius Group Director and former Deputy Director of the F.B.I., Richard Berman, also a Genius Group Director and chair of the Company’s Audit Committee, and Roger Hamilton, the CEO of Genius Group. The Company has been in communication with government regulatory authorities and is sharing information with these authorities to assist them.
Following proof from Warshaw Burstein, LLP and Christian Levine Law Group, with tracking from ShareIntel, that certain individuals and/or companies appear to have sold (but not delivered) a significant amount of the of the Company’s ordinary shares, as part of a market manipulation scheme seeking to artificially depress the price of the Company’s ordinary shares, the Board has also authorized the following actions:
| ● | Advancing to the next stage of the legal process with Warshaw Burstein, LLP and Christian Levine Law Group, and explore legal action against anyone reasonably believed to be involved or suspected of being involved in any type of market manipulation relating to the Company’s ordinary shares. |
| ● | Issuing a special dividend to all shareholders, which management believes may help to expose those who may have participated in market manipulation relating to the Company’s ordinary shares. Genius Group expects to provide further details about this proposed special dividend shortly. |
| ● | Exploring the possibility of a dual listing of Genius Group’s ordinary shares, in the future, which management believes could make market manipulation by illegal naked short selling more difficult. |
The Board believes that these actions could deter any future manipulation of the market, through naked short selling of the Company’s ordinary shares, as well as other actions that are in violation of market rules, and strengthen and streamline Genius Group’s rapidly growing core business of delivering an entrepreneur education globally, which has historically been growing at more than 50% annually.
The Company plans to hold an Extraordinary General Meeting in the coming weeks to obtain shareholder approval of the above-mentioned actions, which require shareholder approval, as well as shareholder approval of a reverse stock split and/or stock buyback plan, all of which management believes will assist the Company in discouraging predatory and illegal trading activity, with respect to the Company’s ordinary shares, and further protect shareholders’ interests.
Details of the Extraordinary General Meeting will be announced shortly.
About Genius Group
Genius Group is a world leading entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered, life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market. The group has a group user base of 4.3 million users in 200 countries, ranging from ages 0 to 100.
Contacts
Investors:
Flora Hewitt, Vice President of Investor Relations and Mergers and Acquisitions
Email: investor@geniusgroup.net
Media Contacts: Adia PR
Email: gns@adiapr.co.uk
US Investors:
Dave Gentry
RedChip Companies Inc
1-800-RED-CHIP
GNS@redchip.com