GENIUS BRANDS INTERNATIONAL, INC. : Unregistered Sale of Equity Securities (form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

On January 15, 2020, the holders of shares of Series A Convertible Preferred Stock of Genius Brands International, Inc., a Nevada corporation (the "Company"), converted 666 shares of the Company's Series A Convertible Preferred Stock into 3,171,428 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), pursuant to the terms of such Series A Convertible Preferred Stock.

The Company claims an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, for such issuances, as the securities were exchanged by the Company with its existing security holders in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. As a result of the conversions described above, there are now 430 outstanding shares of Series A Convertible Preferred Stock, which if converted in full, would convert into 2,047,619 shares of Common Stock and the Company currently has 25,049,152 shares of Common Stock issued and outstanding.

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