Genius Group Announces Pricing of $8 Million Registered Direct Offering

Rhea-AI Summary

Genius Group (NYSE American: GNS) priced a registered direct offering to raise approximately $8.0 million, selling 21,621,621 ordinary shares (or pre-funded warrants) at $0.37 per share with D. Boral Capital as placement agent.

The company expects to use $5.5 million of net proceeds to acquire a Senior Secured Convertible Promissory Note convertible into 9.9% of Jewel Financial, and will issue 15,000,000 shares as additional consideration at a deemed $0.40 per share; remaining proceeds support working capital and general corporate purposes.

Positive

• $8.0M gross proceeds expected from the registered direct offering
• Committed $5.5M to acquire convertible note convertible into 9.9% equity of Jewel Financial
• Issuance of 15,000,000 shares as non-cash consideration for the acquisition
• Jewel Bancorp holds a full banking license and a Class F digital asset license in Bermuda

Negative

• Significant share issuance: at least 36,621,621 ordinary shares issued or to be issued
• Planned offering price of $0.37 may dilute existing shareholders' ownership percentage
• Net proceeds after fees are reduced by placement agent fees and related expenses

News Market Reaction – GNS

-25.02%

17 alerts

-25.02% Session close to close

+2.1% Peak Tracked

-35.8% Trough Tracked

$71.93M Market Cap

0.8x Rel. Volume

In the Apr 15 session, GNS declined 25.02%, reflecting a significant negative market reaction. Argus tracked a peak move of +2.1% during that session. Argus tracked a trough of -35.8% from its starting point during tracking. Our momentum scanner triggered 17 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -25.0% in the session following this news. A negative reaction despite strategic u...

Analysis

The stock dropped -25.0% in the session following this news. A negative reaction despite strategic use of proceeds would fit GNS’s history, where the prior offering-related event coincided with a -14.51% move. Investors have previously punished dilution, even when capital supported growth initiatives. This deal adds $8 million in gross proceeds but issues over 36 million shares via the Offering and consideration, which can pressure per-share metrics. The active Form F-3 shelf enables flexible funding but also raises dilution concerns.

Key Figures

Registered direct proceeds: $8 million Offering price: $0.37 per share Shares in Offering: 21,621,621 shares +5 more

8 metrics

Registered direct proceeds $8 million Aggregate gross proceeds from the Offering before fees

Offering price $0.37 per share Public offering price for ordinary shares or pre-funded warrants

Shares in Offering 21,621,621 shares Ordinary shares (or pre-funded warrants in lieu thereof) sold

Proceeds for acquisition $5.5 million Portion of net proceeds to acquire Senior Secured Convertible Note

Equity stake via note 9.9% equity Equity in Jewel Financial Limited obtainable upon note conversion

Share consideration to sellers 15,000,000 shares Ordinary shares issued at deemed price of $0.40 per share

Deemed share price $0.40 per share Deemed price for 15,000,000 shares issued to sellers

Shelf registration number 333-288534 Form F-3 effective shelf registration statement used for this Offering

Previous Offering Reports

1 past event · Latest: May 20 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
May 20	Warrant exercise financing	Negative	-14.5%	Exercise of Series 2024-C warrants raising $3.8M with new warrants issued.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past offering-related activity coincided with a clearly negative share-price reaction, suggesting sensitivity to dilution events.

Recent Company History

Historical data for GNS shows one prior offering-related event on May 20, 2024, when warrant exercises raised about $3.8 million and the stock moved -14.51% over 24 hours. That transaction involved 10,950,451 shares at $0.35 and additional warrant issuances. Proceeds were earmarked for general corporate purposes, including working capital, operating expenses, debt repayment and support of acquired assets. This background shows that capital-raising steps have previously brought share-price pressure, framing today’s registered direct offering.

Key Terms

registered direct offering, pre-funded warrants, senior secured convertible promissory note, stablecoin, +4 more

8 terms

registered direct offering financial

"shares of ordinary shares (or pre-funded warrants in lieu thereof) in a registered direct 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) in a registered direct offering"

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

"fund the acquisition of a Senior Secured Convertible Promissory Note that is immediately convertible"

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 technical

"Jewel Bank is developing a US dollar-denominated stablecoin (JUSD) and digital asset banking services"

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 banking services, including custody, settlement, and stablecoin infrastructure"

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.

shelf registration statement regulatory

"offered by the Company pursuant to an effective shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"an effective shelf registration statement on Form F-3 (Registration No. 333-288534)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A prospectus supplement describing the terms of the proposed registered direct offering will be filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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

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SINGAPORE, April 15, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered education group, today announced it has entered into a securities purchase agreement with certain investors, including American Ventures LLC as lead investor for the purchase and sale of 21,621,621 million shares of ordinary shares (or pre-funded warrants in lieu thereof) in a registered direct offering (the "Offering") at a public offering price of $0.37 per share.

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

The closing of the Offering is expected to occur on or about April 16, 2026, subject to the satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds of $8 million from the Offering, before deducting placement agent fees and other related expenses.

The Company intends to use $5.5 million of the net proceeds from the Offering to fund the acquisition of a Senior Secured Convertible Promissory Note that is immediately convertible 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.

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) are being 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 proposed registered direct offering will be filed with the SEC. Once filed, it will be available on the SEC’s website at http://ww.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, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 404-7002, or by email at syndicate@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

What did Genius Group (GNS) announce about the April 2026 registered direct offering?

Genius Group announced a registered direct offering expected to raise $8.0 million. According to the company, it will sell 21,621,621 ordinary shares (or pre-funded warrants) at $0.37 per share, subject to customary closing conditions.

How will Genius Group (GNS) use the net proceeds from the $8.0M offering?

The company plans to use $5.5 million to acquire a convertible note tied to Jewel Financial. According to the company, remaining proceeds will fund working capital and general corporate purposes.

What stake will Genius Group obtain in Jewel Financial from the acquisition?

The convertible note is immediately convertible into 9.9% equity of Jewel Financial. According to the company, the $5.5 million net proceeds will fund that acquisition position.

What non-cash consideration is Genius Group issuing for the Jewel Financial transaction?

Genius Group will issue 15,000,000 ordinary shares as additional consideration at a deemed price of $0.40 per share. According to the company, this is part of the acquisition consideration.

When is the Genius Group offering expected to close and who is the placement agent?

The offering is expected to close on or about April 16, 2026, subject to customary conditions. According to the company, D. Boral Capital LLC is acting as the exclusive placement agent.

What licenses does Jewel Bancorp hold relevant to Genius Group's digital asset plans?

Jewel Bancorp holds a full banking license and a Class F digital asset business license from the Bermuda Monetary Authority. According to the company, Jewel is developing a USD stablecoin (JUSD) and digital asset services.