GENIUS BRANDS INTERNATIONAL, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits (form 8-K)

ITEM 1.01. Entry into a Material Definitive Agreement

On January 22, 2020, Genius Brands International, Inc. (the "Company") entered into a private transaction (the "Private Transaction") pursuant to a Warrant Exercise Agreement (the "Agreement") with the holder of the Company's existing warrants (the "Original Warrants"). The Original Warrants were originally issued on October 3, 2017, to purchase an aggregate of 500,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an exercise price of $3.90 per share and were to expire in October 2022.

Pursuant to the Agreement, the holder of the Original Warrants and the Company agreed that such Original Warrant holder would exercise its Original Warrants in full and the Company would amend the Original Warrants to reduce the exercise price thereof to $0.34 (the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the Agreement) (the "Amended Exercise Price").

The Company expects to receive approximately $170,000 from the exercise of the Original Warrants.

The foregoing is a summary of the terms of the Agreement and does not purport to be complete. The foregoing summary is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed herewith as Exhibit 10.1.

The Special Equities Group, LLC, a division of Bradley Woods & Co Ltd, acted as the placement agent and will receive warrants to purchase 50,000 shares at an exercise price of $0.34 per share.

ITEM 3.02. Unregistered Sales of Equity Securities.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

ITEM 3.03. Material Modification to Rights of Security Holders.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

10.1            Form of Warrant Exercise Agreement
















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