Genius Group approves 1-for-10 reverse split
Each 10 issued and outstanding ordinary shares will become one, with fractional entitlements rounded down and cancelled.
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Rhea-AI Filing Summary
Genius Group Ltd approved a 1-for-10 consolidation of its ordinary shares, expected to take effect at 12:01 a.m. Eastern Time on November 20, 2026; split-adjusted trading is expected to begin at NYSE American’s opening that day under GNS.
Each 10 issued and outstanding shares will become one; fractional entitlements will be rounded down to the nearest whole share and cancelled. The company says the consolidation is intended to support NYSE American minimum-price compliance and a proposed ASX dual listing, subject to approvals. Shares recently traded at approximately $0.10 per share; NYSE American advised it generally views trading below $0.10 as abnormally low and may commence delisting proceedings and immediately suspend trading at such levels. The post-consolidation market price will be determined by the market, and the consolidation does not guarantee a price increase or continued trading above a threshold.
Filing Explained
For the approved consolidation, outstanding warrants, options and equity awards will, where applicable, have their share counts and exercise prices adjusted proportionately under their terms.
Key Figures
Key Terms
fractional entitlements financial
split-adjusted basis financial
proportionate ownership financial
Stock Split
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of November, 2026
Commission File Number: 001-41353
Genius Group Limited
(Translation of registrant’s name into English)
3 Temasek Avenue,
#18-01, Centennial Tower
Singapore 039190
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibit Index
Exhibit
| 99.1 | Press Release dated November 10, 2026 |
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 GROUP LIMITED | ||
| Date: November 10, 2026 | ||
| By: | /s/ Gaurav Dama | |
| Name: | Gaurav Dama | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
Exhibit 99.1
Genius Group Announces Share Consolidation to Support Exchange Listing Compliance
The share consolidation is intended to support the Company’s continued compliance with NYSE American’s minimum share price requirements.
SINGAPORE, November 10, 2026 - Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered education group, today announced that its Board of Directors has approved a 1-for-10 share consolidation of the Company’s ordinary shares. The action is intended to increase the per-share trading price and support compliance with NYSE American’s continued listing standards, while positioning the Company for its proposed dual listing on the Australian Securities Exchange (“ASX”), subject to applicable approvals and requirements.
The share consolidation is expected to become effective at 12:01 a.m. Eastern Time on November 20, 2026, and the Company’s ordinary shares are expected to commence trading on a split-adjusted basis when NYSE American opens on November 20, 2026 under the existing trading symbol “GNS”. The new CUSIP number for the Company’s ordinary shares following the share consolidation will be announced via a further press release.
Shareholders approved authority for the share consolidation at the Company’s Annual General Meeting on July 7, 2026. On November 6, 2026, the Board determined to implement the consolidation at a ratio of 1-for-10, with a record date of November 19, 2026 and an expected effective date of November 20, 2026.
The Company’s shares have been trading at a price of approximately $0.10 per share over recent trading days. The NYSE American has advised the Company that it generally views trading below $0.10 per share to be abnormally low under Section 1003(f)(v) of the NYSE American Company Guide, and that it may commence delisting proceedings and immediately suspend trading at such levels.
The Board considers the consolidation a necessary step in light of this, as well as to strengthen the Company’s capital-market positioning as it advances its proposed ASX dual listing, continues to build towards operational profitability, and streamlines its share structure. The action is intended to bring the per-share trading price into a range more consistent with institutional investment thresholds and exchange listing standards across both NYSE American and the ASX. A share consolidation does not, by itself, guarantee that the market price will rise or remain above any threshold, and exchange determinations remain subject to NYSE American’s rules and discretion.
How the share consolidation affects shareholders
Every ten issued and outstanding ordinary shares will automatically be consolidated into one ordinary share of the same class. For example, a shareholder holding 1,000 shares immediately before the consolidation would hold 100 shares afterward, before any fractional-share adjustment.
The consolidation does not, by itself, change a shareholder’s proportionate ownership of the Company or its underlying business. The trading price following the consolidation will be determined by the market.
Proportionate adjustments will be made, where applicable, to the exercise prices and numbers of shares underlying outstanding warrants, options and equity awards in accordance with their terms.
No fractional shares will be issued. Under the treatment set out in the Board-approved plan, fractional entitlements will be rounded down to the nearest whole share and cancelled.
Holders of book-entry shares and shareholders holding through brokers, banks or other nominees are not expected to need to take action; their holdings will be adjusted through the relevant intermediaries. Shareholders with questions should contact their broker or the transfer agent.
About Genius Group
Genius Group (NYSE: GNS) is a global 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 City model and online digital marketplace of AI training, AI tools and AI talent. 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 geniusgroup.ai.
Investor Notice
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described in our most recent Annual Report on Form 20-F, as amended for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking Statements” below.
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. 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. No information in this press release should be construed as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.
Contacts
For enquiries, contact investor@geniusgroup.ai