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Now - Jan 18 2022

Generation Genius
Stock Buyback

Illustration Purposes Only

Dear Investors

We are writing to inform you that Generation Genius (the “Company”) is offering you a return on your investment! You will be able to sell your Series Seed II Non-Voting Common Stock back to the Company for a 2x return, on a first-come first-served basis. Details about this opportunity to sell are below including the date range, the maximum amount we are buying back, how you receive the returns, and why we are offering a stock buyback.

1. Why is the Company buying back stock?

Generation Genius has been on a healthy growth trajectory since inception. However, on StartEngine, we pitched that our goal was to grow into “Netflix for the Classroom.” We have been on that path, completing Science videos, and then Math videos. Unfortunately, Math has not been a financial success to date. With the addition of Math videos, we doubled the amount of content on our platform, yet math-only subscriptions have yielded just 3% of our sales, when we forecasted 50%. Based on this, we do not believe adding even more subjects is the right path forward. Additionally, since the pandemic, there are many new companies in the EdTech space making videos, resulting in a more challenging landscape.

For these reasons, we are changing direction by keeping Generation Genius as a STEM only company. Since this is not the business plan that you signed up for, we wanted to offer you an opportunity to sell your shares for a gain.

2. How does this stock buyback work?

You may now sell your shares back to Generation Genius for $7.50 per share, only between December 14th 2021 and Jan 18th 2022 on a first-come first-served basis. We have allocated $2 million for this buyback; once it’s used up, we do not anticipate allocating any more funds for this purpose. All investors (both Series Seed I Preferred Stock holders and Series Seed II Non-Voting Common Stock holders) may participare in this buyback.

3. Do I have to sell my shares?

Selling shares is voluntary; you do not have to sell. If you do not sell your shares, please understand that: (1) the Company will no longer be pursuing the objectives set out on the StartEngine page and in the Form C report filed with the Securities and Exchange Commission (SEC); (2) there may never be another opportunity to sell your shares, (3) the shares could lose all value in the future, and (4) soon we will no longer be providing detailed financial updates as our 3-year reporting requirement with the SEC will have been completed as of April 29, 2022.

4. What is the valuation?

The price at which the Company sold shares at the close of the crowdfunding campaign reflected a $10.07 million valuation. This buyback is being conducted at a $20.14 million valuation. This means the price established with respect to all shares bought during the crowdfunding campaign doubled. So if you invested $500, then you can sell your shares back to us for $1,000. The valuation was set internally based on our revenue from the most recent completed school year, as well as taking into consideration our cash on hand to be able to conduct this buyback. We are not required to obtain an independent valuation and will not do so. The share price is calculated by dividing the above valuation ($20.14 million) by the total number of shares.

5. What are the steps to sell my shares?

Simply visit www.GenerationGenius.com/stock-buyback and enter the email associated with your StartEngine account. This will show you the amount you will receive for selling it. To sell, simply fill in the information requested, and click “Sell Shares.” A paper check will be mailed within 10 business days. There is no fee to sell and this offer is to sell all your shares or none of them. If you have any questions you can email [email protected].

6. If everyone takes up this offer, will the Company have enough money to continue operating?

Yes, we have allocated $2 million to this offer, once it is disbursed to investors, we will not buy back any more shares. This is to protect the cash needed to operate Generation Genius going forward.

7. What if I don’t take this offer?

If you don’t accept our offer to purchase your stock, you may not have another opportunity to sell your shares in the future. There is no active trading market for our stock, and we do not expect one to develop. Moreover, it is our intention that after completing this stock buyback we will have fewer than 300 persons holding our stock, in which case we may no longer have ongoing SEC reporting requirements under Regulation Crowdfunding.

We expect our last SEC report will be filed on April 29, 2022. After that, we will be eligible to suspend our reporting obligations and will no longer provide annual reports, including financial statements, for our remaining stockholders. You may continue to hold your shares, but will not be able to easily sell your shares and you may not receive any more information about our business plans and financial condition except what we choose to disclose in the optional quarterly updates we provide.

8. Is the amount I receive for my shares in the stock buyback taxable?

We are not qualified to give tax advice. Each person’s tax situation is different. We recommend you consult your tax advisor prior to accepting our offer.

9. Where can I get more information about Generation Genius?

Our most recent Annual Report for our fiscal year ended December 31, 2020 (our “Annual Report”), available on the SEC’s EDGAR filing system at https://www.sec.gov/Archives/edgar/data/1763491/000176349121000003/GG-Form-C-AR-2020-FINAL-ni.pdf

You may also find our Annual Report on our website, available at https://www.generationgenius.com/investor-reporting/

We have also provided a description of some of the risks related to this stock buyback in Appendix A.



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