Genius Group Appoints New Interim CFO

Ticker: GNS · Form: 6-K · Filed: Oct 15, 2024 · CIK: 1847806

Genius Group LTD 6-K Filing Summary
FieldDetail
CompanyGenius Group LTD (GNS)
Form Type6-K
Filed DateOct 15, 2024
Risk Levellow
Pages15
Reading Time19 min
Key Dollar Amounts$8,000, $5,000
Sentimentneutral

Sentiment: neutral

Topics: executive-change, cfo, management

TL;DR

Genius Group CFO out, interim CFO in. No drama reported.

AI Summary

On October 9, 2024, Genius Group Limited announced the resignation of its Chief Financial Officer, Adrian Reese. The company appointed Gaurav Dama as the Interim Chief Financial Officer on the same date. Mr. Reese's departure was not due to any disagreements with the company.

Why It Matters

A change in CFO can impact financial strategy and investor confidence.

Risk Assessment

Risk Level: low — This filing reports a routine executive change without any indication of financial distress or strategic shifts.

Key Players & Entities

FAQ

Who has been appointed as the Interim Chief Financial Officer of Genius Group Limited?

Gaurav Dama was appointed as the Interim Chief Financial Officer of Genius Group Limited.

When did Adrian Reese resign as CFO?

Adrian Reese resigned as CFO on October 9, 2024.

Was Adrian Reese's resignation due to disagreements with the company?

No, the filing states that Mr. Reese's decision to resign did not arise or result from any disagreement with the Company.

What is the effective date of Gaurav Dama's appointment?

Gaurav Dama's appointment as Interim Chief Financial Officer was effective on October 9, 2024.

What is the principal executive office address for Genius Group Limited?

The principal executive office address is 8 Amoy Street, #01-01 Singapore 049950.

Filing Stats: 4,632 words · 19 min read · ~15 pages · Grade level 13.7 · Accepted 2024-10-15 13:40:12

Key Financial Figures

Filing Documents

From the Filing

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 October 2024 Commission File Number: 001-41353 Genius Group Limited (Translation of registrant’s name into English) 8 Amoy Street, #01-01 Singapore 049950 (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 Resignation and Appointment of Chief Financial Officer On October 9, 2024, Adrian Reese (“ Mr. Reese ”) resigned as Chief Financial Officer (“ CFO ”) of Genius Group Limited (the “ Company ”). Mr. Reese’s decision to resign did not arise or result from any disagreement with the Company. To fill in the vacancy created by the resignation of Mr. Reese as the CFO of the Company, on October 9, 2024, the Board appointed Gaurav Dama (“ Mr. Dama ”) to serve as the Interim Chief Financial Officer of the Company, effective on October 9, 2024. Since September 2017, Mr. Dama has been the Senior Finance Manager of the Company and has been responsible for managing the Company’s global finance team. From October 2013 to June 2017, Mr. Dama was an Exempt Non-Officer with Credit Suisse. From January 2012 to October 2013, Mr. Dama was a Senior Officer of Finance and Accounts for APM Terminals. In 2012, Mr. Dama earned a Master of Management Studies in Finance from the University of Mumbai. There is no family relationship between Mr. Dama and any director or executive officer of the Company. To the best knowledge of the Company, there is no understanding or arrangement between Mr. Dama and any other person pursuant to which he was appointed as the Company’s CFO. Additionally, there has been no transaction in the past two years to which the Company or any of its subsidiaries or affiliates was or is to be a party in which Mr. Dama had, has or will have a direct or indirect material interest. Mr. Dama entered into an Addendum to Employment Contract with the Company, which establishes certain terms and conditions governing his service to the Company. The agreement is filed hereto as Exhibit 99.2. The agreement sets forth the following material terms: In addition to Mr. Dama’s current remuneration in his role as Senior Finance Manager of the Company, Mr. Dama shall receive an additional monthly payment of $8,000 for his role as Interim Chief Financial Officer of the Company. Mr. Dama’s services as Chief Financial Officer shall be on a probationary basis for three months. The HR department will confirm his appointment upon successful completion of the probation period, The probation period may be extended, if necessary, based on Mr. Dama’s performance during this time. Resignation of Directors On October 9, 2024, four members (the “ Resigning Directors ”) of the Company’s Board of Directors (the “ Board ”) tendered their resignations effective at such time. Michael Moe resigned as a director and a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company; Richard Berman resigned as a director and a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company; Salim Ismail resigned as a director, chairman of the board, and a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company; and Riaz Shah resigned as a director of the Company. The resignations resulted from a request from the Company’s senior management and certain of the Company’s shareholders. The resignations were requested based upon the Resigning Directors breach of fiduciary and other duties at common law and under the Companies Act (Cap. 50) owed to the Company as follows: On September 22, 2024, the Resigning Directors held an invalid board meeting and executed an unauthorized document entitled “ Written consent of the Board of Directors and Compensation Committee ” in violation of the Company’s constitution which purported to appoint Michael Moe as the Company’s Chief Executive Officer (“ CEO ”) while at the same time terminating and removing the existing CEO, Mr Roger Hamilton from being the Company’s CEO; The Resigning Directors interfered with Mr. Hamilton’s ability to perform his duties as CEO of the Company; Resigning Director Mr. Michael Moe failed to declare his conflict of interest arising from the proposed acquisition agreement between LZG International, Inc. (“ LZGI ”) and the Company and failed to recuse himself from numerous board meetings where the strategy of the Company against LZ

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