Kartoon Studios Enters Material Definitive Agreement

TL;DR

Kartoon Studios just signed a big deal, details to come.

AI Summary

On December 16, 2024, Kartoon Studios, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, formerly known as Genius Brands International, Inc., is incorporated in Nevada and headquartered in Beverly Hills, California.

Why It Matters

This filing indicates a significant new contract or partnership for Kartoon Studios, which could impact its future revenue and operational direction.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, but the lack of specific details about the terms and counterparty introduces uncertainty.

Key Players & Entities

• Kartoon Studios, Inc. (company) — Registrant
• Genius Brands International, Inc. (company) — Former company name
• December 16, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Beverly Hills, CA (location) — Principal executive address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TOON NYSE American LLC In
• $0.57 — at a combined public offering price of $0.57. Each Pre-Funded Warrant, together with
• $0.569 — at a combined public offering price of $0.569. The Company received aggregate gross
• $4.5 m — eeds from the Offering of approximately $4.5 million, before deducting placement agent
• $75,000 — e Placement Agent up to an aggregate of $75,000 for its out of pocket expense. 3 Pur

Filing Documents

• kartoon_8k.htm (8-K) — 42KB
• kartoon_ex0101.htm (EX-1.1) — 108KB
• kartoon_ex0401.htm (EX-4.1) — 115KB
• kartoon_ex0402.htm (EX-4.2) — 122KB
• kartoon_ex0403.htm (EX-4.3) — 123KB
• kartoon_ex0404.htm (EX-4.4) — 120KB
• kartoon_ex1001.htm (EX-10.1) — 237KB
• kartoon_ex9901.htm (EX-99.1) — 13KB
• 0001683168-24-008819.txt ( ) — 1247KB
• toon-20241216.xsd (EX-101.SCH) — 3KB
• toon-20241216_lab.xml (EX-101.LAB) — 33KB
• toon-20241216_pre.xml (EX-101.PRE) — 22KB
• kartoon_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2024 (the "Closing Date"), Kartoon Studios, Inc. (the "Company") consummated a public offering (the "Offering") of an aggregate of (i) 4,375,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), (ii) pre-funded warrants ("Pre-Funded Warrants") to purchase up to 3,519,736 shares of Common Stock (the "Pre-Funded Warrant Shares"), (iii) Series A common warrants (the "Series A Warrants") to purchase up to an aggregate of 7,894,736 shares of Common Stock (the "Series A Warrant Shares") and (iv) Series B common warrants (the "Series B Warrants," and, collectively with the Series A Warrants, the "Common Warrants") to purchase up to an aggregate of 7,894,736 shares of Common Stock (the "Series B Warrant Shares," and, collectively with the Series A Warrant Shares, the "Common Warrant Shares"). Each Share, together with the associated Common Warrants, was sold at a combined public offering price of $0.57. Each Pre-Funded Warrant, together with the associated Common Warrants, was sold at a combined public offering price of $0.569. The Company received aggregate gross proceeds from the Offering of approximately $4.5 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from this offering primarily for working capital and general corporate purposes, including for research and development. The Securities Offered The Pre-Funded Warrants have an exercise price of $0.001 per share, will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Common Warrants have an exercise price of $0.57 per share and are exercisable on or after the effective date of the Stockholder Approval (as defined in the Purchase Agreement) and the NYSE American approves of the supplemental listing application related to such Stockholder Approval (the "Warrant Exer

01

Item 8.01. Other Events The Company issued a press release announcing the pricing of the Offering on December 16, 2024. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein. As of the date of the filing of this Current Report on Form 8-K, after the closing of the Offering and assuming no exercise of the Pre-Funded Warrants or Common Warrants, there are 44,014,793 shares of Common Stock outstanding.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Placement Agency Agreement, dated December 16, 2024, by and between Kartoon Studios, Inc. and Roth Capital Partners, LLC 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 4.4 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement 99.1 Press Release of Kartoon Studios, Inc., dated December 16, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 4

SIGNATURES

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 hereunto duly authorized. KARTOON STUDIOS, INC.. Date: December 18, 2024 By: /s/ Andy Heyward Name: Andy Heyward Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR