Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): June 13, 2023

 

GENIUS BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada (State or other jurisdiction of incorporation or organization)

001-37950 (Commission File Number)

20-4118216 (I.R.S. Employer Identification No.)

 

190 N. Canon Drive, 4th Fl., Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

 

[phone]

Registrant’s telephone number, including area code

 

 

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):

 

☐

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

 

☐

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

 

☐

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

 

☐

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 ☐

 

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. ☐

 

 

 

 

 

Item 3.01

 

TRANSFER OF LISTING TO NYSE AMERICAN

 

On June 13, 2023, Genius Brands International, Inc. (the “Company”) provided notice to the Nasdaq Capital Market (“Nasdaq”) that the Company intends to voluntarily transfer the listing of its common stock, par value $0.001 per share (the “Common Stock”) from Nasdaq to the NYSE American LLC (“NYSE American”). The Common Stock has been approved for listing on the NYSE American, and the Company expects that the Common Stock will begin trading on the NYSE American on or about June 26, 2023. Until the transfer of the listing to the NYSE American is completed, the Common Stock will continue to be traded on Nasdaq.

 

The Company intends to file a Form 8-A with respect to the registration of the Company’s securities on the NYSE American.

 

Item 7.01

regulation fd disclosure.

 

On June 13, 2023, the Company issued a press release in connection with the transfer of the principal listing of its common stock to NYSE American. A copy of the press release is attached as Exhibit 99.1 hereto.

 

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

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.

 

Exhibit No.	Description
99.1	Press Release of Genius Brands International, Inc., dated June 13, 2023
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

 

 

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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 hereunto duly authorized.

 

	GENIUS BRANDS INTERNATIONAL, INC.
Date: June 13, 2023	By:	/s/ Andy Heyward
	Name:  Andy Heyward
	Title: Chief Executive Officer

 

 

 

 

 

 

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