Kartoon Studios Files 8-K: Material Agreement & Equity Sales

TL;DR

Kartoon Studios (TOON) filed an 8-K detailing a new material agreement and equity sales.

AI Summary

On October 20, 2025, Kartoon Studios, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-37950 — SEC File Number (Identifies the company's filing with the SEC.)
• 20-4118216 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Kartoon Studios, Inc. (company) — Registrant
• Genius Brands International, Inc. (company) — Former Company Name
• PACIFIC ENTERTAINMENT CORP (company) — Former Company Name
• 190 N. Canon Drive, 4th Fl. (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TOON NYSE American LLC In
• $0.738 — ant Shares"), with an exercise price of $0.738. The Registered Direct Offering and the
• $7.3 m — eds from the Offerings of approximately $7.3 million, excluding any proceeds that may
• $0.737 — l be sold at a public offering price of $0.737. The Shares, Pre-Funded Warrants and Co
• $75,000 — t-of-pocket expenses up to a maximum of $75,000. As additional compensation to the Plac
• $0 — ve an exercise price per share equal to $0.8118, which is equal to 110% of the pub
• $1.00 — per share of common stock greater than $1.00. Terms of the Pre-Funded Warrants Th

Filing Documents

• kartoon_8k.htm (8-K) — 56KB
• kartoon_ex0401.htm (EX-4.1) — 100KB
• kartoon_ex0402.htm (EX-4.2) — 109KB
• kartoon_ex0403.htm (EX-4.3) — 109KB
• kartoon_ex0501.htm (EX-5.1) — 13KB
• kartoon_ex0502.htm (EX-5.2) — 11KB
• kartoon_ex1001.htm (EX-10.1) — 265KB
• kartoon_ex9901.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001683168-25-007700.txt ( ) — 1001KB
• toon-20251020.xsd (EX-101.SCH) — 3KB
• toon-20251020_lab.xml (EX-101.LAB) — 33KB
• toon-20251020_pre.xml (EX-101.PRE) — 22KB
• kartoon_8k_htm.xml (XML) — 3KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Registered Direct Offering and Concurrent Private Placement On October 20, 2025, Kartoon Studios, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser"), pursuant to which the Company agreed to issue to the Purchaser, (i) in a registered direct offering (the "Registered Direct Offering"), 3,000,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and pre-funded warrants ("Pre-Funded Warrants") to purchase up to 6,903,049 shares of Common Stock (the "Pre-Funded Warrant Shares"), and (ii) in a concurrent private placement (the "Concurrent Private Placement"), common warrants (the "Common Warrants") to purchase an aggregate of up to 9,903,049 shares of Common Stock (the "Common Warrant Shares"), with an exercise price of $0.738. The Registered Direct Offering and the Concurrent Private Placement are collectively referred to in this Current Report on Form 8-K ("Current Report") as the "Offerings." The Company expects the Offerings to close on October 22, 2025, subject to the satisfaction of customary closing conditions (the "Closing Date"), and to receive aggregate gross proceeds from the Offerings of approximately $7.3 million, excluding any proceeds that may be received upon the exercise of the Common Warrants and before deducting placement agent fees and other offering expenses payable by the Company. Each Share and privately placed Common Warrant will be sold at a public offering price of $0.738. Each Pre-Funded Warrant and privately placed Common Warrant will be sold at a public offering price of $0.737. The Shares, Pre-Funded Warrants and Common Warrants will be issued separately. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. This capital infusion will also provide funds for the global launch and mar

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure regarding the Common Warrants, the Common Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. Such disclosure includes, but is not limited to, the fact that the Common Warrants, the Common Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares are being issued in private placement transactions and have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

01. Other Events

Item 8.01. Other Events. On October 20, 2025, the Company issued a press release announcing the pricing of the Offerings described in Item 1.01 of this Current Report, a copy of which is filed hereto as Exhibit 99.1 and is incorporated herein by reference. 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed herewith: Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 4.3 Form of Placement Agent Warrant 5.1 Opinion of Flangas Law Group 5.2 Opinion of Blank Rome LLP 10.1 Form of Securities Purchase Agreement, dated as of October 20, 2025, by and between the Company and the purchaser listed on the signature pages thereto 23.1 Consent of Flangas Law Group (included in Exhibit 5.1 ) 23.2 Consent of Blank Rome LLP (included in Exhibit 5.2 ) 99.1 Press release issued by Kartoon Studios, Inc., dated October 20, 2025 (pricing of the offering) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6

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: October 21, 2025 By: /s/ Andy Heyward Name: Andy Heyward Title: Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR