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): November 4, 2016

GENIUS BRANDS INTERNATIONAL, INC.

(Name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of

Incorporation or organization)

 

301 N. Canon Drive, Suite 305

Beverly Hills, CA

(Address of principal executive offices)

 000-54389 
(Commission File Number)

20-4118216

(I.R.S. Employer

Identification Number)

 

 

90210

(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))

 

   

 

 

 

Item 3.03 Material Modifications of Rights of Security Holders.

 

The information set forth in Item 5.03 is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

Amendment to Articles of Incorporation

 

On November 4, 2016, Genius Brands International, Inc. (the “Company”) filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada to effect a one-for-three reverse stock split of the Company’s shares of common stock. Such amendment and ratio were previously approved by the Company’s board of directors.

 

As a result of the reverse stock split, every three shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the reverse stock split. Stockholders who would otherwise hold a fractional share of common stock will receive an increase to their common stock as the common stock will be rounded up to a full share. No fractional shares will be issued in connection with the reverse stock split.

 

The reverse stock split is effective as of 5:00 p.m., Pacific Standard Time, on November 7, 2016, and the Company’s common stock will trade on the OTCQB on a post-split basis at the open of business on November 8, 2016. The Company’s post-reverse split common stock has a new CUSIP number: 37229T301, but the par value and other terms of the common stock are not affected by the reverse stock split.

 

The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock for shares of common stock.

 

On November 7, 2016, the Company issued a press release with respect to the reverse stock split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the certificate of change to the articles of incorporation is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

  

  Item 9.01 Financial Statements and Exhibits.

 

(d)                 Exhibits.

 

Exhibit    
Number   Description
3.1    Certificate of Change to the Articles of Incorporation of Genius Brands International, Inc., filed with the Secretary of State of the State of Nevada on November 4, 2016  
99.1   Press Release Issued by Genius Brands International, Inc. on November 7, 2016

 

 

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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 thereunto duly authorized.

 

  GENIUS BRANDS INTERNATIONAL, INC.
   
  By: /s/ Andrew Heyward
  Name: Andrew Heyward
  Title: Chief Executive Officer
     

 

Date: November 7, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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