What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-08-16 compared with 2021-05-18 · 34 added, 9 removed, 14 unchanged (75% of the section changed)

OTHER INFORMATION.

On December 7, 2020, Andy Heyward, the Company’s Chief Executive

Officer, received an aggregate of 15,000,000 restricted stock units (“RSUs”), each representing a contingent right to receive

one share of Company common stock, under the Company’s 2020 Incentive Plan, as amended.

Of such RSUs, (i) 7,500,000 RSUs were to

vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, subject to his continued employment,

and (ii) 7,500,000 RSUs vested in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based

on achievement of certain performance goals and subject to his continued employment.

On June 23, 2021, the Compensation Committee of the

Board of Directors amended such RSU awards so that 3,750,000 of such RSUs shall continue to vest in four equal installments on the first,

second, third and fourth anniversaries of December 7, 2020, subject to his continued employment and the remaining 11,250,000 RSUs shall

vest as follows:

(i) 3,750,000 RSUs vest when the Company’s common stock closing sale price equals or exceeds $3.00 per share or

the Company’s market capitalization equals or exceeds $903,000,000 for 20 consecutive trading days;

(ii) 3,750,000 RSUs vest when

the Company’s common stock closing sale price equals or exceeds $3.50 per share or the Company’s market capitalization equals

or exceeds $1,053,500,000 for 20 consecutive trading days, and (iii) 3,750,000 RSUs vest when the Company’s common stock closing

sale price equals or exceeds $3.75 per share or the Company’s market capitalization equals or exceeds $1,128,750,000 for 20 consecutive

trading days.

In addition to the stock price and market capitalization vesting conditions set forth above, such 11,250,000 RSUs may also

vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based on achievement of certain

operating performance-based vesting conditions established by the Compensation Committee and subject to his continued employment and also

subject to pro rata adjustment for vesting pursuant to the stock price or market capitalization vesting conditions.

Section 302 Certification of Chief Executive Officer.

2 unchanged sentences

Section 906 Certification of Chief Financial Officer.

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* Filed herewith

** Furnished herewith

Pursuant to the requirements of the Securities

Exchange Act of 1934 as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

Pursuant to the requirements of the

Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

GENIUS BRANDS INTERNATIONAL, INC.

August 16, 2021

/s/ Andy Heyward

1 unchanged sentence

(Principal Executive Officer)

August 16, 2021

/s/ Robert L Denton

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information