Draft:Genius Group Limited

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  • Comment: Kindly address the COI concerns on your talk page before resubmitting. Jeraxmoira🐉 (talk) 05:14, 4 March 2024 (UTC)
  • Comment: Some wording on here seems a little advertisey, and the external links really need to be trimmed down a bit. DrowssapSMM 16:59, 3 March 2024 (UTC)


Genius Group Limited
Company type Public company
NYSE: GNS
Industry Education
Founded2002
Founder Roger James Hamilton
Headquarters
Singapore
Key people
Roger Hamilton ( CEO)

Suraj Naik ( CTO)

Jeremy Harris ( CFO)
ProductsEducational courses
Revenue US$18.2 million [1] (2022)
Number of employees
475 [2] (2023)
Websitewww.geniusgroup.net

Genius Group Limited (GNS) is an education technology company based in Singapore that provides learning and teaching services. It was founded by Roger James Hamilton and traces its origins to 2002.[1][2]

Genius Group completed an IPO on NYSE American in April 2022, where it is traded under the stock ticker symbol GNS.[3][4]

As of June 2023, there were 5.4 million students and users, 14,900 partners, and 2,500 faculty across the group.[5][6]

Genius Group is the parent holding company of eight companies. It is digitizing the courses of its constituent companies and making them available on its GeniusU platform in order to develop an accredited, lifelong learning, alternative education pathway focused on educating entrepreneurs.[2][7] GNS uses artificial intelligence to guide its students and launched its online metaversity in May 2023.[8][9]

History

Roger Hamilton's previous businesses have evolved into Genius Group Limited. In 2002, Hamilton created Wealth Dynamics, an online personality profiling test to help entrepreneurs discover their strengths and weaknesses.[2]

From 2012 to 2015, Genius Group developed initiatives under the Entrepreneurs Institute brand and created Talent Dynamics, a corporate version of Wealth Dynamics. During this period, Hamilton became the founding chairman of the Green School in Bali, Indonesia, which led to the creation of GeniusU as an edtech solution in 2015.[10][2]

From 2015 to 2017, Hamilton established Entrepreneur Resorts Limited (ERL), which provides retreats and co-working spaces for entrepreneurs. ERL acquired Vision Villa resort and Genius Cafe beach club, both located in Bali. In August 2017, ERL conducted an IPO on the Seychelles TropX exchange, now called the MERJ exchange, and acquired the Tau Game Lodge in South Africa.[11][2]

By the end of 2018, GeniusU had grown to 1.2 million students.[2]

By the end of 2019, Genius Group Limited was established as the public holding company for the group in Singapore. It acquired Wealth Dynamics and Entrepreneurs Institute, and GeniusU became the edtech company within the group.[2][1]

Genius Group acquired Entrepreneur Resorts Limited for $32 million in 2020, which continued to be a publicly listed company on the Seychelles MERJ exchange. In 2020, Genius Group began the process of listing on the U.S. stock exchange by registering as a foreign issuer of a security.[12][1][2]

On April 12th, 2022 Genius Group Ltd started trading on the NYSE American under the ticker GNS.[4][13]

In 2022 GNS completed four acquisitions initiated in 2020: Education Angels (New Zealand),[14] E-Squared Education (South Africa),[15] Property Investors Network (UK),[16] and the University of Antelope Valley (UAV) (United States).[17] In 2022, GNS acquired US-based film production company Revealed Films.[18][19]

In August 2023, Genius Group conducted a corporate spin-off of Entrepreneur Resorts Limited and distributed shares of ERL to their investors.[20][13][1]

On January 24th, 2024, Genius Group announced that it would merge with FatBrain AI.[21]

Products & Services

GNS aims to provide an accredited alternative education pathway for entrepreneurs. Courses are available through the company’s GeniusU platform and are offered within a freemium model, in which entry-level courses are free while more advanced premium courses require payment.[22] GNS offers M.B.A. and D.B.A. degrees in partnership with the University of Antelope Valley and the Swiss School of Business and Management.[23][24][25][26][27][28] Genius Group classes are held online and in-person. The company is developing a virtual campus for their entrepreneur curriculum as well as one focused on health and well-being.[29][30][31] The aim is for students to use an avatar to interact and learn in a virtual reality and augmented reality environment, accessible with VR headsets, where learning is gamified.[32][33][34] GNS also hosts in-person workshops.[12] GNS provides their students with tools to scale their businesses.[35] GNS uses AI technology on GeniusU to help students personalize their education, and, together with FatBrain AI, the company is developing AI solutions for governments, businesses, and educational institutions.[36][6][37][38][39][40][41]

Company Structure

Genius Group Limited

Genius Group Limited is the holding company which owns the other companies in the group. It is a Singapore public limited company, and it is listed on NYSE American under the ticker GNS.[42][6]

GeniusU Limited

GeniusU Limited is the edtech company that provides the AI personalized learning and global community to the rest of the group. It is digitizing the courses of all acquisitions on GeniusU.[1][6]

Entrepreneurs Institute

Entrepreneurs Institute was acquired by Genius Group in 2019, and all of its products were integrated with GeniusU in 2020. It owns and develops entrepreneur education courses and tools in the Group.[43][6]

Entrepreneur Resorts

Entrepreneur Resorts was acquired by GNS in 2020 then subsequently spun off as its own separate company in October, 2023.[44] ERL manages resorts, beach clubs and co-working spaces for entrepreneurs.[45] Though it has become a separate company and is no longer part of the Group, its services and locations are closely linked to the Genius community.[46][6] It is listed on the Upstream Exchange under the ticker ERL.[47]

Education Angels

Education Angels was acquired by GNS in 2022.[48] It is a New Zealand-based home childcare and education company which trains childcare professionals as educators for children up to six years old. Genius Group is expanding the educational offerings of Education Angels through its edtech platform GeniusU.[49][6]

E-Squared Education Enterprises

E-Squared Education Enterprises was acquired by GNS in 2022.[50] It is a South Africa-based school campus with pre-primary, primary, secondary, and vocational college education for students with a focus on entrepreneurship. Its educational products are being digitized and provided on the GeniusU platform.[51][6]

University of Antelope Valley

University of Antelope Valley (UAV) was acquired by GNS in 2022.[52] It is a California-based U.S. university which delivers vocational certification and degree-level courses on campus and online. Genius Group started the California Business School at UAV.[24] Educational offerings at UAV are being digitized and provided on the GeniusU platform.[53][6]

Property Investors Network

Property Investors Network (PIN) was acquired by GNS in 2022.[54] It is a UK-based investor education network which delivers courses on property investing. Its educational offerings are being digitized and provided on the GeniusU platform.[55][6]

Revealed Films

Revealed Films was acquired by GNS in 2022.[56] It is a Utah-based film production company led by Jeff Hays and Patrick Gentempo which creates documentaries and docu-series. It delivers instructional content for Genius Group’s entrepreneurial programs.[57][6]

IPO

Genius Group began trading on the NYSE American market on April 12th, 2022, under the ticker GNS. The company issued a total of 3,763,636 ordinary shares at the IPO price of $6.00.[58][59] Genius was due to go public two months earlier in February 2022 when they filed to offer 7.3 million shares at a price of $5 to $6 per share with ThinkEquity as the underwriter.[60] About a month later, Genius decided to offer about half the number of shares with Boustead Securities LLC (Boustead) as the underwriter and Sichenzia Ross Ference LLP acting as legal counsel to Boustead.[61][62]

Finances

Annual Report

Genius Group released its 2022 full year financial results on June 6th, 2023. Revenue grew from $8.3 million in 2021 to $18.2 million in 2022; gross margin increased from 33% in 2021 to 47% in 2022. The company had a net loss of $4.5 million in 2021 compared to a net loss of $55.3 million in 2022.[63]

Senior Convertible Debt, Bridge Loan, and Toxic Debt

On August 24th, 2022, Genius Group entered into a securities purchase agreement with Ayrton Capital LLC for the sale of a senior secured convertible note in the principal amount of $18.3 million. The note was secured by a lien on all the assets of the company and certain assets of its subsidiaries.[64] The note was convertible into ordinary shares of Genius Group at a price of $5.17 per share. Boustead, the company’s IPO underwriter, acted as the placement agent for the private placement.[65] Genius Group retained attorney Mark R. Basile and his toxic debt litigation firm, The Basile Law Firm P.C., and filed a lawsuit against Ayrton Capital in the United States District Court Southern District of New York on February 27th, 2023, claiming that Ayrton “acted as an unregistered dealer, pursuant to an unlawful scheme to acquire millions of ordinary shares of Genius Group at discounted prices in order to sell them at an enormous profit.”[66][67] Genius Group claimed that the defendants’ unlawful scheme would allow them to obtain and distribute over fifty million discounted shares of plaintiff’s stock without any disclosure of that fact to the public.[68] The parties amicably settled the case on March 29th, 2023. The settlement terms included delivering 13 million ordinary shares relating to the redemption of convertible notes due for the period from January to March 2022 and the canceling of convertible notes relating to 36 million of the 49 million shares included within the complaint.[69]

On July 26th, 2023, Genius Group executed a bridge loan from Ayrton Capital LLC for $3.2 million.[70]

On September 8th, 2023, GNS reduced their outstanding debt to just over $50,000 through payments and conversion of the note.[71] On December 19th, 2023, Genius Group paid off the note in full, fifteen months ahead of its original maturity date.[72]

Other Financing

On January 9th, 2023, Genius Group signed a non-binding term sheet with Global Corporate Finance for a $7.5 million at-the-market (ATM) financing transaction.[73] The agreement was canceled on February 10th, 2023.[74]

On October 12th, 2023, Hamilton announced that he would be providing a $4 million interest-free loan to the company to be converted into ordinary shares.[75][76] Two weeks later, on October 25th, 2023, company executives provided an additional $2 million in the form of both interest-free loans and earnings converted to equity.”[77]

Market Manipulation

In November 2022, the company suspected it had been the target of market manipulation which had adversely affected the share price, and, in response, retained two law firms, Christian Levine Law Group (now named Christian Attar)[78] and Warshaw Burstein, LLP.[79] GNS hired ShareIntel CEO David Wenger and Tom Ronk of BuyIns.net to analyze their stock trading data in order to identify market manipulation.[80][81] On January 4th, 2023 the company released the initial results of the investigation and claimed that "individuals and/or companies appear to have sold but not delivered a significant amount of the stock of the company."[82]

On January 18th, 2023, GNS appointed its board member and former FBI Deputy Director Timothy Murphy[83] to lead a task force to investigate market manipulation of its stock,[84] citing evidence that the price had been manipulated downward in the preceding months due to illegal naked short selling.[85][86][87] This announcement attracted attention from retail investors and turned GNS into a meme stock.[88][89] Over the course of January 2023, the price of the stock rose by 1,700%.[90] Genius Group announced plans to prevent further manipulation of their stock and invited other companies to join them.[91][92][93] Hamilton spoke with many CEOs and discussed their experiences with stock manipulation and how to address it.[94][95][96][97] The company encouraged companies to build their core business while addressing market manipulation, and they proposed a strategy to hold individuals and companies accountable through data analysis and investigation, reporting to regulatory authorities, and creating an investing environment which disincentivizes market manipulation. They also stressed the importance of transparency and communication with investors.[92][98]

As part of their strategy to uncover market manipulation and illegal naked short selling, GNS sought to establish a share count, which is a comprehensive accounting of all outstanding company shares.[99][100][101][98] Toward that end, on February 2nd, 2023, the GNS board approved issuance of a ten dollar non-fungible token (NFT) digital discount coupon per ordinary share and invited shareholders to claim it. The NFT coupons were issued on the Upstream Exchange, a blockchain-based trading service.[102][103] The NFT coupon could be exchanged for Genius education merits on GeniusU then redeemed for discounts on GNS courses and products. Investors holding GNS shares as of February 28th, 2023 were eligible to claim the NFT coupons.[102] Upon claiming their coupons, their shareholding would then be verified against Genius Group’s shareholder list.[103] During the investor meeting on April 19th, 2023, Hamilton informed investors that Genius Group had over twenty thousand shareholders, and, if the majority of them would claim the NFT coupon, it would allow the company to identify any discrepancy between the number of shares formally issued and the number of coupons claimed, which would expose illegally traded shares. However, fewer than one thousand shareholders claimed the coupon, and they did not have a large enough sample size to assess the challenges in the marketplace.[104]

Concurrently with issuing the NFT coupon, Genius Group began the application process to dual list its shares on Upstream.[102][105] Upstream is a trading exchange for NFTs and digital securities and is part of the MERJ market, which is the only licensed securities exchange in the Republic of Seychelles. The Upstream platform provides real-time trading and immediate settlement with a transparent order book, which enables it to avoid some of the common market manipulations. Short selling is not allowed and every trade is traceable.[106] Genius Group began trading on Upstream on April 6th, 2023, under the ticker symbol GNS, and investors were invited to move their shares to Upstream.[107] At the time that GNS began trading on Upstream, U.S. and Canadian citizens were not allowed to purchase shares on Upstream. They could only transfer shares to Upstream and sell them for liquidation.[108][109] On April 27th, 2023, Boustead Securities, LLC and MERJ Exchange entered into an introducing broker referral agreement, enabling U.S. investors to trade dual-listed U.S. and international securities on Upstream.[110] On September 19th, 2023, Genius Group announced it would delist its shares from Upstream, and, by September 29th, GNS shares were delisted from Upstream.[111][112]

On January 30th, 2023, GNS announced a plan to spin off a portion of their assets as a separate company, Entrepreneur Resorts Limited (ERL), and, on August 3rd, 2023 the Singapore High Court approved the spin-off.[113][114] In multiple investor meetings, Hamilton informed investors that the spin-off process and distribution of ERL stock to GNS shareholders as a special dividend would trigger a full share count of Genius Group stock and help to expose market manipulation.[115][116] GNS completed this spin-off on October 2nd, 2023, and, after that date, ERL and Genius Group operated and traded as two separate entities. ERL is no longer a part of Genius Group and it operates as a separate company listed on the Upstream Exchange in the Seychelles under the ticker ERL.[117][118][119][120][121] Contrary to Hamilton’s investor call announcements, the share count did not happen and could not be used to uncover evidence of market manipulation.[122] All ERL shares were subject to a six month lock-up period following distribution, during which time no investors could trade them on Upstream. On November 1st, 2023, shortly after the completion of the spin-off, Upstream announced that it would no longer allow access to securities trading for U.S. citizens. This meant that Genius Group investors from the U.S. who had earned ERL shares as part of the special dividend distribution would have their ERL shares transferred off the Upstream exchange and held directly with ERL as restricted shares. US investors may only trade their shares if ERL lists on a trading exchange which allows US persons access to trade or if Upstream restores trading access to US investors.[123][20]

On June 22, 2023, Forbes published an article discrediting GNS attorney Wes Christian's efforts to investigate unethical naked short selling practices. The article denied that naked short selling is a problem.[124]

During the October 2023 Entrepreneur Resorts investors call, Wes Christian updated shareholders that the investigation into market manipulation of GNS securities would likely be finished within one to two months.[125] On December 21st, 2023, the company announced on X that the law firms had completed their investigation and that they had enough evidence to begin litigation.[126]

Board of Directors

Current

Roger James Hamilton

Roger James Hamilton has been a board member since 2015 when he became CEO and chairman of the company.[127] He is the founder of Genius Group, GeniusU, Entrepreneurs Institute, and Entrepreneur Resorts.[128] As per the annual report on December 31st, 2022, Hamilton owned 9,697,854 shares, equivalent to 35% of the company’s outstanding shares.[63] On October, 12th, 2023, Hamilton filed a notice of proposed sale of securities to sell 4,671,250 of his shares with an estimated sale date of October 13th, 2023.[76]

Suraj Naik

Suraj Naik has been a board member since 2020 and the chief technology officer of Genius Group since 2017. Naik managed the launch of Wealth Dynamics, Millionaire Master Plan, and GeniusU.[127] As per the annual report from December 31st, 2022, Suraj Naik owned 255,918 shares, equivalent to 0.92% of the company’s outstanding shares.[63]

Jeremy Harris

Jeremy Harris served as Genius Group Chief Financial Officer from 2017 to 2022 and currently holds that position on an interim basis. He is an accountant and business advisor. Harris is the current director at Grow CFO and previously was a partner at Gill, McKerrow & Associates, an accounting firm in Australia. He holds a B.A. from the Queensland University of Technology and is a member of the Chartered Accountants Australia and New Zealand.[59][12][129][130]

Richard J Berman

Richard J Berman has been a board member since January, 2022 and is also the audit committee chair for the company.[12] Berman currently serves as a director of five public NASDAQ companies: Cryoport Inc., Comsovereign Holding Corp., BioVie Inc., Context Therapeutics Inc., and Sidus Space.[127] He holds a B.S. from NYU and an M.B.A. from the Stern School of Business at NYU. He holds a J.D. from Boston College.[131] As per the Annual Report on December 31st, 2022, Berman owned just over 6,000 shares.[63] As per the non-exec directors agreement signed between Genius Group and Berman, Berman is paid $10,000/month for his services and was issued 180,000 stock options at a price of $11.50.[132]

Salim Ismail

Salim Ismail has been a board member since October 2023.[127] Ismail is an author, speaker, investor, entrepreneur and technology strategist. He sold his company Angströ to Google in 2010, is the best-selling author of Exponential Organizations, and is a board member of the XPRIZE Foundation and Rokk3r.[133][134] He is the founder of ExO Works and OpenExO, where he is the current chairman.[135] He is a former head of Yahoo’s Technology Incubator, Brickhouse, and is one of the founders of Singularity University, based at the NASA Ames Research Center in Mountain View, California.[136]

Eric Pulier

Eric Pulier has been a board member since October 2023. Pulier is an entrepreneur, technologist, author, public speaker, philanthropist. He is currently CEO and founder of Vatom, Inc.[137][127][138]

Past

Timothy P. Murphy

Timothy Murphy was a board member of Genius Group from September 28th, 2022 until his resignation less than a year later on August 23rd, 2023.[139][140] Murphy led Genius Group’s illegal trading task force while he was a board member.[141] Prior to his appointment at Genius, Murphy was a former Deputy Director of the FBI and currently serves on the board of Western Union.[142][143]

Michelle Clarke

Michelle Clarke was a board member of Genius Group from June 15th, 2020, and was the company’s chief marketing officer, from 2017 until her resignation on May 13th, 2023.[144] Clarke was the co-founder of Talent Dynamics, a profiling tool that she developed with Hamilton.[7][145] As per the annual report on December 31st, 2022, Michelle Clarke owned 483,300 shares in Genius Group, equivalent to 1.74% of the company’s outstanding shares.[63]

Sandra Morrell

Sandra Morrell was a board member of Genius Group from 2015, and chief operating officer from 2015 to 2020 until her resignation on July 6th, 2023.[146] As per the annual report on December 31st, 2022, Sandra Morrell owned 987,583 shares in Genius Group, equivalent to 3.56% of the company’s outstanding shares.[63]

Patrick Grove

Patrick Grove was a board member of Genius Group from January 1st, 2020, until his resignation on July 27th, 2023.[147][148] Grove is the founder of numerous different companies including the Catcha Group, where he is the current CEO and chairman. He is one of the world’s wealthiest people.[149]

Awards

2023 - Winner - Real Leaders Impact Awards[150][151]

2022 - Named Top 10 Emerging Giant in Singapore by KPMG & HSBC[152][153]

Controversies

Genius Group acquired the University of Antelope Valley in 2022, and, one year later, on August 14th, 2023, the university was placed on probation by its accrediting agency, the Western Association of Schools and Colleges Senior College and University Commission (WSCUC), which cited issues with the university’s leadership, financial strength, enrollment, student success, and communication.[154][155] UAV has two years from the issuance of the probation notice to correct the issues.[156][157] In order for its students to receive federal student aid, a university must be accredited, and losing accreditation can impact a university’s finances negatively.[158][159][160] In December 2023, the Department of Education (DoEd) placed the university on heightened cash monitoring status and it lost its president.[161] In February, 2024, it was paying its employees three quarters of their salary in Genius Group stock.[162] Many of the employees quit their jobs.[163] Facing lack of funding, the basketball coach launched a GoFundMe campaign to raise money for the basketball postseason.[164][165] The previous owners of UAV, Marco and Sandra Johnson, filed an unlawful detainer property case against Genius Group and UAV, and the parties countersued the Johnsons for contractual fraud.[166][167][168][162][169][170][171] UAV closed its campus and posted a transition and relocation plan on their website.[172][161] WSCUC confirmed that the university is in the process of transition and relocation, and the Bureau for Private Postsecondary Education ordered UAV “to cease enrollment of any new students, cease all instruction, cease the collection of tuition and fees, and cease operation of all degree programs.”[173][174]

Genius Group traces its origins to 2002,[6] but neither its websites nor its SEC filings mention Hamilton’s XL Results Foundation, which operated in the mid-2000s and was accused of being a scam, resulting in legal action in Singapore.[175][176][177] In 2008 some allegations were retracted and settled.[178][179]

On March 29, 2023, Roger Hamilton posted on X that GNS had extended a non-binding offer to acquire Troika Media Group, but he subsequently deleted the message.[180] GNS did not acquire Troika. On August 1st, 2023, the NYSE warned GNS that it had “provided inconsistent information to the investing public”... “regarding the manner of disclosures from March 2023 events via Twitter.”[181]

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External Links

Official website

Business data for Genius Group Limited: Google SEC Filings Yahoo Finance

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