Genius Group Limited has entered into a securities purchase agreement to sell 21,621,621 shares of its common stock at a public offering price of $0.37 per share, targeting gross proceeds of approximately $8 million. The offering is a registered direct offering, with D. Boral Capital LLC serving as the exclusive placement agent and is expected to close on or about April 16, 2026.
The company will use $5.5 million of the net proceeds to acquire a senior secured convertible promissory note that is immediately convertible into 9.9 % of the equity of Jewel Financial Limited, the parent of Jewel Bancorp Limited, a Bermuda‑licensed digital‑asset bank. In addition, Genius Group will issue 15,000,000 ordinary shares to the sellers at a deemed price of $0.40 per share as part of the consideration for the note acquisition.
Genius Group’s recent financial results underscore the strategic intent behind the raise. In Q1 2026 the company reported revenue of $3.3 million, a 171 % year‑over‑year increase, and gross profit of $2.0 million, up 228 % from the prior year. Gross margin improved to 62 % from 52 %, and the company returned to profitability in Q4 2025, posting a net profit of $2.7 million in Q1 2026. Management has reaffirmed 2026 revenue growth guidance of 48 % and positive adjusted EBITDA, signaling confidence in the business model after a restructuring year focused on stabilizing operations and resolving legal matters.
Investors have reacted negatively to the announcement, citing the dilutionary impact of issuing over 36 million shares and the discount of $0.37 per share relative to the prior closing price. The market’s concern reflects the broader context of a court order that limits Genius Group’s ability to raise capital through traditional equity markets, making the direct offering a necessary, albeit dilutive, solution to fund the digital‑asset expansion under the newly enacted GENIUS Act.
Management has highlighted that the digital‑asset initiative, anchored by the acquisition of Jewel Bancorp, positions Genius Group to become a Permitted Payment Stablecoin Issuer and Digital Asset Service Provider. The company’s three business units—Genius School, Genius Academy, and Genius Resorts—continue to drive revenue growth, while the new digital‑asset platform is expected to diversify revenue streams and capitalize on regulatory clarity provided by the GENIUS Act.
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