SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2025
LZG INTERNATIONAL, INC. |
(Exact name of registrant as specified in its charter) |
Florida |
| 000-53994 |
| 90-1907109 |
(State or Other Jurisdiction of Organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
135 WEST 41st STREET, SUITE 5-104, NEW YORK, New York |
| 10036 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: (917) 310-3978
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 18, 2025, LZG International, Inc. (the “Company”) issued a letter from its Chief Executive Officer and Executive Chair of the Board of Directors to the stockholders of the Company with respect to certain matters related to the previously announced Asset Purchase Agreement with Genius Group Limited, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
| Description of Document |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 18, 2025 | By: | /s/ Peter B. Ritz |
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| Peter B. Ritz |
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| Chief Executive and Financial Officer |
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| Secretary |
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| Chairman of the Board |
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| 3 |
EXHIBIT 99.1
February 18, 2025
Dear Stockholders:
LZG International, Inc. (“LZGI”) and Genius Group Limited (“Genius Group”) entered into an Asset Purchase Agreement dated January 23, 2024 (the “Purchase Agreement”), which LZGI asserts Genius Group has breached. LZGI and a majority of its shareholders retained King and Spalding LLP to vigorously enforce LZGI’s and its shareholders’ rights. Among other issues, Genius Group has refused to register and release 7,387,378 Genius Group shares owed to LZGI shareholders (“Consideration Shares”). Without satisfying its Purchase Agreement obligations, Genius Group exploited the audited financials of LZGI’s Prime Source Group to secure a registration for $250 million at-the-market financing, see, Genius Group’s use of the audits for LZGI’s subsidiary Prime Source, being delivered in exchange for the Consideration Shares plus other consideration under the terms of the Purchase Agreement, Genius Group F-1/A, Exhibit 21.1, https://www.sec.gov/Archives/edgar/data/1847806/000149315224028927/ex21-1b.htm. Genius Group’s refusal to register and distribute the Consideration shares under the Purchase Agreement in part caused legal actions initiated by a small group of LZGI shareholders against Genius Group, LZGI, and their respective officers.
Meanwhile, Genius Group incorporated LZGI’s Prime Source financials into its SEC registration and continued selling the registered shares. With millions derived in proceeds from the registered share sales, Genius Group shifted its business model and began to buy Bitcoin. Genius Group also initiated proceedings against LZGI in the United States District Court for the Southern District of New York and the International Chamber of Commerce, which LZGI is defending vigorously. After reaching a mutually negotiated, signed settlement agreement with LZGI on November 19, 2024, Genius Group publicly announced it and guided investors with “130% Pro Forma Revenue Growth” using Prime Source Group’s pro-forma revenue. On December 13, 2024, Genius Group rescinded the settlement agreement and now also seeks to rescind the Purchase Agreement. Genius Group continues to purchase Bitcoin and engage in litigation tactics. To date, Genius Group has amassed $42 million in Bitcoin using the registered share proceeds incorporating Prime Source financials, issued over 125 million new shares of its common stock, diluting LZGI’s ownership tenfold from when the deal was first agreed, and has threatened further dilution.
On Friday, February 14, 2025, the United States District Court for the Southern District of New York granted a temporary restraining order to freeze Genius Group from “(1) the issuing of any additional shares of its stock (NYSE: GNS) and (2) the purchasing of Bitcoin with funds from investors, funds raised from rights offerings, and funds raised from the purchase of additional shares.”
We are confident in LZGI’s prospects to vigorously secure and enforce its shareholders’ rights and are grateful for your continued confidence and support as we forge ahead.
Should you have any questions, please feel free to contact us at peter.ritz@fatbrain.ai.
Respectfully,
| /s/ Peter B. Ritz |
| /s/ Michael Moe |
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| Peter B. Ritz |
| Michael T. Moe |
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| CEO, LZG International, Inc. |
| Executive Chair, LZG International, Inc. |
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