Genius Group Announces Closing of $8,000,000 Registered Direct Offering
Rhea-AI Summary
Genius Group (NYSE: GNS) closed a registered direct offering of 21,621,621 ordinary shares at $0.37 per share, raising $8.0 million gross on April 16, 2026. The company will use $5.5 million of net proceeds to acquire a convertible note converting into 9.9% of Jewel Financial Limited.
The company will also issue 15,000,000 shares as consideration at a deemed price of $0.40 per share; remaining proceeds support working capital and general corporate purposes.
Positive
- Raised $8.0M gross proceeds from the registered direct offering
- Acquired convertible note converting to 9.9% equity of Jewel Financial
- Jewel Bancorp holds a full banking license and a Class F digital asset license
Negative
- Issued 36,621,621 new shares total, creating material shareholder dilution
- Allocated $5.5M of net proceeds to acquisition, reducing available cash for operations
News Market Reaction – GNS
In the Apr 16 session, GNS gained 1.07%, reflecting a mild positive market reaction. Argus tracked a peak move of +2.8% during that session. Argus tracked a trough of -11.4% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Apr 15 | Registered offering pricing | Negative | -25.0% | Priced $8M registered direct offering at $0.37 with share issuance. |
| May 20 | Warrant exercise funding | Negative | -14.5% | Exercise of 2024-C warrants for $3.8M gross proceeds and new warrants. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent capital-raising events tagged as offerings for GNS have consistently been followed by double-digit percentage declines.
Over recent periods, GNS has repeatedly tapped equity-linked financing. A May 2024 warrant exercise raised about $3.8 million and was followed by a -14.51% move. The April 15, 2026 registered direct offering pricing for about $8.0 million saw shares fall 25.02%. Today’s closing announcement finalizes that same funding structure and use of proceeds, continuing a pattern where dilution-focused news prompts notable downside pressure.
Key Terms
registered direct offering financial
pre-funded warrants financial
senior secured convertible promissory note financial
stablecoin financial
digital asset technical
public offering price financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
SINGAPORE, April 16, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) ("Genius Group" or the "Company"), a leading AI-powered education group, today announced the closing of its previously announced registered direct offering (the "Offering") of 21,621,621 ordinary shares (or pre-funded warrants in lieu thereof) at a public offering price of
D. Boral Capital LLC acted as the exclusive placement agent for the Offering.
The Company is using
In addition to the cash consideration, the Company will issue 15,000,000 ordinary shares to the sellers at a deemed price of
Jewel Bancorp Limited holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority under the Digital Asset Business Act 2018. Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking services, including custody, settlement, and stablecoin infrastructure. The remainder of the net proceeds will be used to support working capital needs and general corporate purposes.
The ordinary shares (or pre-funded warrants in lieu thereof) were offered by the Company pursuant to an effective shelf registration statement on Form F-3 (Registration No. 333-288534), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 18, 2025. A prospectus supplement describing the terms of the Offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov and on the Company’s website at https://ir.geniusgroup.net. A copy of the prospectus supplement and accompanying base prospectus relating to the Offering may be obtained from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at +1 (212) 970-5150, or by email at dbccapitalmarkets@dboralcapital.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Genius Group
Genius Group (NYSE American: GNS) is an Education Group delivering AI-powered education and acceleration solutions for the future of work. Genius Group serves 6 million users in over 100 countries through its Genius School, Genius Academy, Genius Resorts and Genius City models. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise, and government level. To learn more, please visit https://www.geniusgroup.ai/
Details of the Genius Group’s GENIUS Act plans, including becoming a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider, and launching its GEMs (Genius Education Merits) and Genius Wallet can be found here.
About Jewel Bancorp Limited
Jewel Bancorp Limited is a Bermuda exempted company that holds both a full banking license and a Class F digital asset business license issued by the Bermuda Monetary Authority under the Digital Asset Business Act 2018, making it Bermuda's only dual-licensed digital bank. Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking services, including custody, settlement, and stablecoin infrastructure. The Bank is pending final approvals and launch, which is anticipated later this year. A portion of the net proceeds from this Offering will be used to fund the Company's acquisition of a Senior Secured Convertible Promissory Note immediately convertible into
Forward-Looking Statements
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends, and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. These risks include, but are not limited to, the ability to complete the offering on the terms described or at all, the ability to satisfy customary closing conditions, market conditions, regulatory developments affecting the digital asset and stablecoin industries, and other risks described in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information, or otherwise.
Contacts
For enquiries, contact investor@geniusgroup.ai
