Genius Group Announces Closing of $8,000,000 Registered Direct Offering

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.

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

Argus Apr 16 session

+1.07% close to close Open Argus

Details

News Market Reaction – GNS

On Apr 16, the day this news came out, GNS closed 1.07% above the previous close.

Data tracked by StockTitan Argus for the Apr 16 session.

Key Figures

Registered direct shares: 21,621,621 shares Offering price: $0.37 per share Gross proceeds: $8,000,000 +4 more

Registered direct shares

21,621,621 shares

Ordinary shares or pre-funded warrants at $0.37 in the Offering

Offering price

$0.37 per share

Public offering price for ordinary shares in the registered direct deal

Gross proceeds

$8,000,000

Aggregate gross proceeds from the registered direct Offering

Note acquisition funding

$5,500,000

Net proceeds allocated to Senior Secured Convertible Promissory Note

Jewel Financial equity stake

9.9% equity

Equity of Jewel Financial Limited via immediate note conversion

Share consideration

15,000,000 shares

Additional ordinary shares issued to sellers at $0.40 deemed price

Deemed price

$0.40 per share

Deemed issue price for 15,000,000 consideration shares

Previous Offering Reports

2 past events · Latest: Apr 15

Same Type 2 events

1. Apr 15

   Registered offering pricing

   24h Move

   -25.0%

   Priced $8M registered direct offering at $0.37 with share issuance.

2. May 20

   Warrant exercise funding

   24h Move

   -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.

Key Terms

registered direct offering, pre-funded warrants, senior secured convertible promissory note, stablecoin, +2 more

6 terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering (the "Offering")"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"ordinary shares (or pre-funded warrants in lieu thereof) at a public offering price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

senior secured convertible promissory note financial

"to fund the acquisition of a Senior Secured Convertible Promissory Note that is being immediately converted"

A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.

stablecoin financial

"plans of becoming a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider"

A stablecoin is a type of digital currency designed to keep its value steady, often by being backed by traditional assets like money or commodities. For investors, stablecoins offer a reliable way to move money quickly across digital platforms without the value fluctuations common with other cryptocurrencies, making them useful for saving, trading, or transferring funds with less risk of sudden losses.

digital asset technical

"Digital Asset Service Provider. In addition to the cash consideration"

A digital asset is a representation of value or rights that exists only in electronic form—like digital versions of cash, stocks, or collectibles kept in a virtual wallet. They are transferred and recorded using computer systems that make copying or tampering difficult, and can include currencies, tokenized shares, or unique digital items. Investors care because digital assets can offer new ways to diversify, trade and raise capital, but they also bring different risks around price swings, custody and regulation.

public offering price financial

"shares (or pre-funded warrants in lieu thereof) at a public offering price of $0.37 per share"

The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 $0.37 per share. The Company received aggregate gross proceeds of $8,000,000 from the Offering, before deducting placement agent fees and other related expenses.

D. Boral Capital LLC acted as the exclusive placement agent for the Offering.

The Company is using $5,500,000 of the net proceeds from the Offering to fund the acquisition of a Senior Secured Convertible Promissory Note that is being immediately converted into 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited, Bermuda’s only dual-licensed digital bank, progressing its previously announced GENIUS Act plans of becoming a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider.

In addition to the cash consideration, the Company will issue 15,000,000 ordinary shares to the sellers at a deemed price of $0.40 per share as further consideration for the acquisition, with the Company having entered into a Note Purchase Agreement on these terms concurrently with the Closing of the Registered Direct Offering.

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 9.9% of the equity of Jewel Financial Limited, the sole shareholder of Jewel Bancorp Limited.

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Genius Group (GNS) announce on April 16, 2026 regarding financing?

Genius Group closed a registered direct offering raising $8.0 million gross from 21,621,621 shares at $0.37 each. According to the company, placement agent fees and expenses will be deducted and net proceeds were allocated to a Jewel Financial note acquisition and working capital.

How much of the net proceeds will Genius Group (GNS) use to acquire Jewel Financial equity?

The company is using $5.5 million of net proceeds to fund the convertible note acquisition converting to 9.9% equity. According to the company, this conversion secures an equity stake in Jewel Financial, sole shareholder of Jewel Bancorp.

How many shares will Genius Group (GNS) issue as additional consideration for the acquisition?

Genius Group will issue 15,000,000 ordinary shares as consideration at a deemed $0.40 per share. According to the company, those shares were agreed concurrently with the closing under a Note Purchase Agreement.

What regulatory licenses does Jewel Bancorp hold that affect Genius Group (GNS)?

Jewel Bancorp holds a full banking license and a Class F digital asset business license from the Bermuda Monetary Authority. According to the company, these licenses support Jewel Bank’s development of a US dollar stablecoin and digital asset services.

How will the Genius Group (GNS) use the remaining net proceeds from the offering?

The remainder of net proceeds will support working capital needs and general corporate purposes. According to the company, after allocating $5.5 million to the acquisition, leftover funds will be used for routine corporate expenses and liquidity needs.

Where can investors find the prospectus supplement for the Genius Group (GNS) offering?

Investors can find the prospectus supplement filed with the SEC and on Genius Group’s investor website. According to the company, the offering was made pursuant to an effective Form F-3 registration declared effective July 18, 2025.