As filed with the Securities and Exchange Commission on October 8, 2019March 25, 2024
Registration No. 333-233665333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAKKS PACIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware | 95-4527222 |
(State or other jurisdiction of incorporation or |
(I.R.S. Employer Identification Number) |
2951 28th28thStreet
Santa Monica, California 90405
(424) 268-9444
(Address, including zip code, and telephone number, including area code, of registrant’sregistrant’ s principal executive offices)
Stephen G. Berman
JAKKS Pacific, Inc.Chief Executive Officer
2951 28thStreet
Santa Monica, California 90405
(424) 268-9444
(Name, address, including zip code, and telephone number, including area code, of agent for service)
CopyWith a copy to:
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Irving Rothstein, Esq.
Feder Kaszovitz LLP
845 Third Avenue, 11thFloor
New York, New York 10022
(212) 888-8200
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement.Statement, as determined by the selling shareholders.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:¨ ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.xbox: ☒
If this Formform is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐
If this Formform is a post-effective amendment filed pursuant to Rule 462(c)462I under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.¨ ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨ ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer,”filer”, “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Act:
Large accelerated filer | Accelerated filer |
Non-accelerated filer ☐ | Smaller Reporting Company ☒ |
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 7(a)(2)(B) of the Securities Act. ¨☐
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per unit(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee(4) | ||||||||||
| Common Stock, par value $.001 per share | 52,581,277 shares(1) | $ | 0.73 | (3) | $ | 38,384,332.21 | $ | 4,652.18 | ||||||
The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933 or until the registration statementthis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said sectionSection 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling security holdersThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATEDOctober 8, 2019 MARCH 25, 2024
PRELIMINARY PROSPECTUS
52,581,277
571,295 Shares
JAKKS PACIFIC, INC.
Common StockCOMMON STOCK
This prospectus relates to (i) 46,728,275 shares of the common stock, par value of $0.001 per share (our “common stock”), of JAKKS Pacific, Inc. (the “Company”), underlying convertible notes owned by Oasis Investments II Master Fund Ltd (“Oasis”) and (ii) 5,853,002571,295 shares of our common stock, par value $0.001 per share, owned by the other personsselling security holders listed under the caption “Selling Stockholders”Shareholders” on page 15 (the “Investor Parties,” and together with Oasis, the “selling stockholders”).6. The shares may be sold from time to time by the selling stockholders.security holders. None of the shares registered herein will be sold for our account and we will not receive any proceeds from the sale of the common stock. See “Use of Proceeds.”
Each of the selling security holders will determine the prices at which it will sell the common stock, which prices may be at market prices prevailing at the time of such sale or some other price. The selling security holders may sell these shares through underwriters, brokers-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Plan of Distribution” for a more complete description of the ways in which the common stock may be sold.
Our common stock is listed on Thethe Nasdaq StockGlobal Select Market LLC, or the Nasdaq, under the symbol “JAKK.” If any other“JAKK”. On March 18, 2024, the closing price of our common stock was $23.31 per share.
Investing in our securities offered byinvolves risk. See the section entitled “RiskFactors” on page 4in this prospectus willand the risk factors that may be listed on a securities exchange, such listing will be describedincluded in the applicable prospectus supplement.
Investmentsupplement and in our securities involves risks, including those described under “Risk Factors” beginning on page 7 of this prospectus. You should carefully readperiodic reports and consider these risk factors and the risk factors included in the reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in any prospectus supplement relating to specific offerings of securities and in other documents that we file with the Securities and Exchange Commission.Commission that are incorporated by reference herein for a discussion of factors you should consider before buying our securities.
NeitherThese securities are not deposits or obligations of a bank or savings association and are not insured or guaranteed by the Securities and Exchange Commission (the “SEC”) norFederal Deposit Insurance Corporation or any state securities commission has approved or disapproved of these securities or determined if thisother governmental agency.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is .dated March __, 2024.
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References in this prospectus to “we,” “us,” “our” or the “Company” mean JAKKS Pacific, Inc. and its consolidated subsidiaries, unless the context otherwise requires.
This prospectus is part of a Registration Statement on Form S-3, or the Registration Statement, thatregistration statement we filed with the Securities and Exchange Commission, or SEC,the “Commission” or the “SEC,” using the “shelf” registration process. Under this process, the selling stockholderssecurity holders may sell the securities described in the prospectus in one or more offerings. This prospectus provides you with a general description of the securities that may be offered. A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. The prospectus supplement may also add to, update or change information contained in this prospectus and, accordingly, to the extent inconsistent, the information in this prospectus will be superseded by the information in the prospectus supplement. You should read this prospectus, any applicable prospectus supplement and the additional information incorporated by reference in this prospectus described below under “Available Information” and “Information Incorporated by Reference” before making an investment in our securities.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed, or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Available Information.”
Neither the delivery of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus. You should read bothnot assume that the information in this prospectus, andincluding any information incorporated in this prospectus by reference, the accompanying prospectus supplement together with additional information described underor any free writing prospectus prepared by us, is accurate as of any date other than the heading “Where You Can Find More Information.”date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date.
In connection with this offering, no person is authorized to give any information or to make any representations not contained or incorporated by reference in this prospectus. If information is given or representations are made, you may not rely on that information or representations as having been authorized by us. This prospectus is neither an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful.
You should rely only onmay not imply from the delivery of this prospectus, nor from any sale made under this prospectus, that our affairs are unchanged since the date of this prospectus or that the information contained in orthis prospectus is correct as of any time after the date of this prospectus. The information contained and incorporated by reference into this prospectus or any applicable prospectus supplement. Neither we nor or the selling stockholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholders will not make an offer of the securities in any jurisdiction where it is unlawful. You should assume that the information in this prospectus and any applicable prospectus supplement, and any related free writing prospectus that we prepare, as well as the information in any document incorporated or deemed to be incorporated into this prospectus and any applicableaccompanying prospectus supplement is accurate only as of the date onof this prospectus or the front coverprospectus supplement or the date of the documents containingdocument incorporated by reference, as the information.case may be, regardless of the time of delivery of the prospectus.
You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in our securities.
Unless the context otherwise requires, the terms “we,” “us,” “our,” “JAKKS,” and “the Company” refer to JAKKS Pacific, Inc., a Delaware corporation.
WHERE YOU CAN FIND MORESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements in this prospectus and the documents incorporated by reference that are not historical facts should be considered “Forward Looking Statements” within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Some of the forward-looking statements can be identified by the use words such as “believe,” “expect,” “may,” “estimates,” “should,” “seek,” “approximately,” “intend,” “plan,” “estimate,” “project,” “continue” or “anticipates” or similar expressions or words, or the negatives of those expressions or words. These statements may be made directly in this prospectus, and they may also be incorporated by reference in this prospectus from other documents filed with the SEC, and include, but are not limited to, statements about future financial and operating results and performance, statements about our plans, objectives, expectations, and intentions with respect to future operations, products and services, and other statements that are not historical facts. These forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.
Certain risks, uncertainties, and other factors are incorporated herein by reference to our most recent Annual Report on Form 10-K, along with the other information contained in this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Except as otherwise required by applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason, after the date of this prospectus.
We file annual, quarterlyare subject to the informational requirements of the Exchange Act, and currentfile reports, proxy statements and other information with the SEC, as required byCommission. We have also filed a registration statement on Form S-3 with the Exchange Act. You can review our electronically filedCommission. This prospectus, which forms part of the registration statement, does not have all of the information contained in the registration statement. The Commission also maintains a website that contains reports, proxy and information statements and other information, regarding us onincluding the SEC’s Internet site atregistration statement. The website address is: http://www.sec.gov. The information contained on the SEC’s website is expressly not incorporated by reference into this prospectus.
Our SEC filings are also available on our website, www.jakks.com. The information on or accessible from this website is expressly not incorporated by reference into, and does not constitute a part of, this prospectus.
This prospectus contains summaries of provisions contained in some of the documents discussed in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. If any contract, agreement or other document is filed or incorporated by reference as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved.
INCORPORATION OF CERTAIN INFORMATION INCORPORATED BY REFERENCE
The SECCommission allows us to “incorporate by reference” into this prospectus the information we file with the SECthem. The information we incorporate by reference into this prospectus is an important part of this prospectus. Any statement in other documents. This means thata document we can disclose important information to you by referring to another document wehave filed with the Commission prior to the date of this prospectus and which is incorporated by reference into this prospectus will be considered to be modified or superseded to the extent a statement contained in the prospectus or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes that statement. The modified or superseded statement will not be considered to be a part of this prospectus, except as modified or superseded.
We have filed with the SEC a registration statement on Form S-3 with respect to the securities offered hereby. This prospectus does not contain all the information set forth in the registration statement, parts of which are omitted in accordance with the rules and regulations of the SEC. TheFor further information relatingwith respect to us contained in this prospectus should be read together withand the information in the documents incorporated by reference.securities offered hereby, reference is also made to such registration statement.
We incorporate by reference into this prospectus the information contained in the following documents, listed below that we have previously filed with the SEC (other than any document or portionwhich is considered to be a part of any document furnished or deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K and Item 9.01 related thereto):this prospectus:
• | Our Annual Report on Form 10-K for the fiscal year endedDecember 31, |
• |
Our Current Reports on Form 8-K filed |
• | The description of our common stock contained in our Registration Statement on Form 8-A (File No. 0-28104), filed |
We are also incorporating by reference all additionalAll documents subsequently filed by us pursuant towith the SEC under Sections 13(a), 13(c), 14 orand 15(d) of the Securities Exchange Act (other than current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of 1934, as amended, after the date of this prospectus andForm 8-K, including any exhibits included with such information, unless otherwise indicated therein) prior to the termination or completion of the offering other than any documentmade pursuant to this prospectus are also incorporated herein by reference and will automatically update and supersede information contained or portionincorporated by reference in this prospectus.
We will provide each person to whom a copy of this prospectus has been delivered, without charge, upon receipt of a written or oral request, a copy of any document furnishedof the documents referred to above as being incorporated by reference. You may request a copy by writing or deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 on Form 8-K and Item 9.01 related thereto.telephoning John L. Kimble, c/o JAKKS Pacific, Inc., 2951 28th Street, Santa Monica, California, 90405 (telephone: 424-268-9444).
The information incorporated by reference is considered to be part ofstatements that we make in this prospectus and information that we file later with the SEC and incorporateor in any document incorporated by reference in this prospectus will automatically updateabout the contents of any other documents are not necessarily complete and supersedeare qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this previously filed information, as applicable, including information in previously filed documents or reports that have been incorporated by reference into this prospectus. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constituteprospectus forms a part, of this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequentor as an exhibit to the date set forth on the front cover of this prospectus (or any earlier date specified with respect to such information) or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference (or any earlier date specified with respect to such information).
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference into this prospectus but not delivered herewith. We will provide such reports or documents upon written or oral request, at no cost to the requestor. Requests for incorporated reports or documents must be made to:
JAKKS Pacific, Inc.
2951 28th Street
Santa Monica, California 90405
Attention: Brent T. Novak
Telephone: (424) 268-9444
This prospectus includes or incorporates by reference, and any prospectus supplement will include or incorporate by reference, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Securities Act”). For example, statements included in this prospectus, any prospectus supplement and the documents incorporated by reference herein and therein regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. When we use words like “intend,” “anticipate,” “believe,” “estimate,” “plan,” “will”reference. You can obtain copies of these documents from the SEC or “expect,” we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available tofrom us, on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors that could cause our actual results to differ materially from our current expectations elsewhere in our incorporated filings. You should understand that forward-looking statements made in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein, are necessarily qualified by these factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain information or upon the occurrence of future events or otherwise.as described above.
Company OverviewAbout JAKKS
We are a leading multi-line,multi-product line, multi-brand toy company that designs, produces, markets, sells and distributes toys and related kid-targeted consumer products, consumables and related products, electronics and related products,inclusive of kids indoor and outdoor furniture, costumes and other consumer products.various product lines in the sporting goods and home furnishings space. We focus our business on acquiring or licensing well-recognized intellectual property (“IP”), trademarks andand/or brand names, most with long product histories (“evergreen brands”). We seek to acquireacquire/license these evergreen brands because we believe they are less subject to market fads or trends. We also develop proprietary products marketed under our own trademarks and brand names and have historically acquired complementary businesses to further grow our portfolio. For accounting purposes, our products have been divided into three segments: (i) U.S. and Canada, (ii) International and (iii) Halloween. Segment information with respect to revenues, assets and profits or losses attributable to each segment is contained in Note 3 to the audited consolidated financial statements incorporated by reference into this prospectus.
Our products include:
Traditional Toys and Electronics
● | Action figures and accessories, including licensed characters based on the |
● | Toy vehicles, including |
● | Dolls and accessories, including small dolls, large dolls, fashion dolls and baby dolls based on licenses, includingDisney |
● | Private label products |
● | Foot-to-floor ride-on products, including those based on |
Role Play, Novelty and Seasonal Toys
● | Role play, dress-up, pretend play and novelty products for boys and girls based on well-known brands and entertainment properties such asDisney |
● | Indoor and outdoor kids’ furniture, activity trays and tables and room décor; |
● | Halloween and everyday costumes for all ages based on licensed and proprietary non-licensed brands, includingSuper Mario Bros.®,Microsoft’s |
● | Outdoor activity toys including | |
● | Board games under the brand JAKKS Wild Games®, including Temple Raider®, K.O. Corral®, and Galactic JAXX™. |
We continually review the marketplace to identify and evaluate popular and evergreen brands and product categories that we believe have the potential for growth. We endeavor to generate growth within these lines by:
● | creating innovative products under our established licenses and brand names; |
● | adding new items to the branded product lines that we expect will enjoy greater popularity; |
● | infusing innovation and technology when appropriate to make | |
● | expanding our international product offering either sold directly to retailers or via third-party distributors. |
Our Business Strategy
In addition to developing our own proprietary brands, properties and marks, licensing popular trademarksIP enables us to use these high-profile marks at a lower cost than we would incur if we purchased these marks or developedfunded the development of comparable marks on our own. Beyond the investment profile, we have an appreciation of the challenges and expertise required to break through the noise in a world filled with high-budget, content-centric consumer choices either based on well-known pre-existing IP or the even higher hurdle to launch new IP in the current marketplace. By licensing IP and trademarks from world-class brand owners and content creators, we have access to a far greater range of marks than would be available for purchase. It also helps to credibly assure licensors that we will prioritize their brands, properties and IP rather than explicitly competing with them with a broad range of self-developed content-led offerings. We also license technology developed by unaffiliated inventors and product developers to enhance the design, innovation and functionality of our products.
We sell our products through our in-house sales staff and independent sales representatives to toy and mass-market retail chain stores, department stores, office supply stores, drug and grocery store chains, club stores, value-oriented dollar stores, toy specialty stores and wholesalers. Our twothree largest customers are Wal-MartTarget®, Walmart® and Target,Amazon®, which accounted for approximately 25.3%30.3%, 20.8% and 21.5%10.5%, respectively, of our net sales in 2018.2023. No other customer accounted for more than 10% of our net sales in 2018.
Our Growth Strategy
Key elements of our growth strategy include:
The execution of our growth strategy, however, is subject to several risks and uncertainties and we cannot assure you that we will continue to experience growth in, or maintain our present level of net sales. For example, our growth strategy will place additional demands upon our management, operational capacity and financial resources and systems. The increased demand upon management may necessitate our recruitment and retention of additional qualified management personnel. We cannot assure you that we will be able to recruit and retain qualified personnel or expand and manage our operations effectively and profitably. To effectively manage future growth, we must continue to expand our operational, financial and management information systems and to train, motivate and manage our work force. While we believe that our operational, financial and management information systems will be adequate to support our future growth, no assurance can be given they will be adequate without significant investment in our infrastructure. Failure to expand our operational, financial and management information systems or to train, motivate or manage employees could have a material adverse effect on our business, financial condition and results of operations.
Moreover, implementation of our growth strategy is subject to risks beyond our control, including competition, market acceptance of new products, changes in economic conditions, our ability to obtain or renew licenses on commercially reasonable terms and our ability to finance increased levels of accounts receivable and inventory necessary to support our sales growth, if any.
Furthermore, we cannot assure you that we can identify attractive acquisition candidates or negotiate acceptable acquisition terms, and our failure to do so may adversely affect our results of operations and our ability to sustain growth.
Finally, our acquisition strategy involves a number of risks, each of which could adversely affect our operating results, including difficulties in integrating acquired businesses or product lines, assimilating new facilities and personnel and harmonizing diverse business strategies and methods of operation; diversion of management attention from operation of our existing business; loss of key personnel from acquired companies; and failure of an acquired business to achieve targeted financial results.2023.
Corporate Information
We were formed as a Delaware corporation in 1995. Our principal executive offices are located at 2951 28th Street, Santa Monica, California 90405. Our telephone number is (424) 268-9444. Our Internet268-9444 and our website address is www.jakks.com. The information on or accessible from thiscontents of our website is expresslyare not incorporated by reference into, and does not constitutein or deemed to be a part of this prospectus.Prospectus.
Investing in our securities involves a high degree of risk that may resultrisk. You should carefully consider the specific risks discussed or incorporated by reference in a loss ofthe applicable prospectus supplement or in this prospectus, together with all the other information contained or part of your investment. Before makingincorporated by reference in this prospectus or in an investment decision,applicable prospectus supplement. In particular, you should carefully reviewconsider the following factors as well as the risk factors containedrisks, uncertainties and assumptions discussed under the headingcaption “Risk Factors” and elsewhere included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and any risk factors that we may describe in our other filings with the SEC, including our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as other information we include or incorporate2023 which are incorporated by reference in this prospectus and any accompanying prospectus supplement. If any such risks occur, ourmay be amended, supplemented, or superseded from time to time by other reports we file with the SEC in the future. Our business, financial condition or results of operations could be materially harmed, theadversely affected by any of these risks. The market or trading price of our securities could decline due to any of these risks, and you couldmay lose all or part of your investment. In addition, please read the section of this prospectus captioned “Special Note Regarding Forward-Looking Statements,” in which we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.
The priceInvestment in any securities offered pursuant to this prospectus involves risks and uncertainties. If one or more of the common stock may fluctuate significantly, and you could lose all or part of your investment.
Volatilityevents discussed in the market price of the common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price could fluctuate significantly for various reasons, which include:
In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including us and other companies in our industry. The changes frequently appearrisk factors were to occur, without regard to the operating performanceour business, financial condition, results of these companies. The price of the common stock could fluctuate based upon factors that have littleoperations or nothing to do with us, and these fluctuations could materially reduce our stock price.
If we are unable to maintain the listing of our common stock on Nasdaq or any other securities exchange, it may be more difficult for you to sell your securities.
Our common stock is currently traded on Nasdaq. On June 24, 2019, we received written notice from Nasdaq notifying us that our common stock had closed below the $1.00 per share minimum bid price required by the Nasdaq listing rules for 30 consecutive business days. On August 14, 2019, we received an additional written notice from Nasdaq notifying us that we are not in compliance with the Nasdaq listing requirement that we maintain a minimum of $10,000,000 in stockholders’ equity. The company is in the process of reviewing potential actions and responses to each of these notices.
There can be no assurance that we will be able to regain compliance with the Nasdaq listing rules or comply with Nasdaq’s other listing standards in the future. If we fail to regain compliance with the Nasdaq listing rules, our common stock will be delisted by Nasdaq. A delisting of our common stock could negatively impact the Company by further reducing the liquidity, and market price of our common stock and the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing. This delisting could also impairas well as the value of your investment.
The delisting of our common stock from Nasdaq may constitute a “fundamental change” under the New Oasis Notes (as defined below) and/or the Company’s 4.875% convertible senior notes due 2020 (the “2020 Notes”) if our common stock is not listed on another U.S. national securities exchange or quoted or traded on an established over-the-counter (and, in the case of the 2020 Notes, automated) trading market or system in the U.S., which would require us to repurchase all or any portion of such notes at the option of the noteholders. The delisting of our common stock from Nasdaq may also result in an event of default under our ABL and term loan credit agreements.
The concentration of our stock ownership may limit your ability to influence the outcome of director elections and other matters requiring stockholder approval.
In connection with the Transaction Agreement, dated as of August 7, 2019 (the “Transaction Agreement”), by and among the Company, certain of the Company’s affiliates and subsidiaries, the Investor Parties and Oasis, on August 9, 2019 (the “Closing Date”), we entered into voting agreements with certain of our stockholders (each, a “Voting Agreement” and collectively, the “Voting Agreements”). The common stock beneficially owned by the stockholders subject to the Voting Agreements constituted approximately 53% of the total issued and outstanding common stock entitled to vote as of the Closing Date (after giving effect to the issuance of shares of common stock to the Investor Parties).
Stockholders party to the Voting Agreements that vote their shares of common stock in accordance with the terms of the Voting Agreements may control the outcome of certain matters requiring stockholder approval. Pursuant to the terms of the Voting Agreements, each stockholder party to a Voting Agreement has agreed to, among other things, vote such stockholder’s shares of common stock as follows: (i) in favor of a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to classify the Company’s board of directors (the “Board”) into three classes with staggered three-year terms (the “Classified Board Proposal”); and (ii) to cause the election to the Board of any New Independent Common Director (as defined in the Company’s Second Amended and Restated By-laws (our “bylaws”)) nominee selected by the Nominating and Corporate Governance Committee of the Board in accordance with the Amended and Restated Nominating and Corporate Governance Committee Charter. In addition, certain of the Voting Agreements contain restrictions on such stockholders’ ability to enter into voting agreements, trusts and proxies and, with certain exceptions, require transferees of such stockholders’ shares of common stock to enter into a substantially identical voting agreement with the Company.
A classified board of directors may discourage some takeover bids, including some that would otherwise allow stockholders the opportunity to realize a premium over the market price of their stock or that a majority of our stockholders otherwise believes may be in their best interests to accept or where the reason for the desired change is inadequate performance of our directors or management. Because of the additional time required to change control of the Board, a classified board may also make it more difficult and more expensive for a potential acquirer to gain control of the Board and the Company. Until the Classified Board Proposal is approved, a change in control of the Board can be made by stockholders holding a plurality of the votes cast at a single annual meeting where there is a contested director election. If the Classified Board Proposal is approved, it will take at least two annual meetings following the annual meeting at which the classified board structure becomes effective for a potential acquirer to effect a change in control of the Board, even if the potential acquirer were to acquire a majority of our outstanding common stock.
In connection with the consummation of the transactions contemplated by the Transaction Agreement, we issued an aggregate of 200,000 shares of Series A Senior Preferred Stock, par value $0.001 (“Series A Senior Preferred Stock”), to the Investor Parties. The Certificate of Designations of the Series A Senior Preferred Stock (the “Certificate of Designations”) provides, among other things, that, for so long as at least 50,000 shares of Series A Senior Preferred Stock remain outstanding, (i) the holders of a majority of the outstanding shares of Series A Senior Preferred Stock have the sole right to nominate candidates to serve as the Series A Preferred Directors (as definedinvestment in our bylaws) and (ii) the holders of shares of Series A Senior Preferred Stock, voting as a separate class, have the right to elect two individuals to serve as the Series A Preferred Directors. From and after (i) the first annual meeting of stockholders occurring after less than 50,000 shares of Series A Senior Preferred Stock remain outstanding, the holders of Series A Senior Preferred Stock will only have the right to nominate and elect one Series A Preferred Director, and (ii) the time no shares of Series A Senior Preferred Stock remain outstanding, the holders of Series A Senior Preferred Stock will no longer have the right to nominate or elect any Series A Preferred Directors. The Series A Preferred Directors will serve for terms ending at the annual meeting of stockholders in 2023 and for successive three-year terms thereafter (until no shares of Series A Senior Preferred Stock remain outstanding), and as of such time as the Classified Board Proposal is approved, the Series A Preferred Directors shall be deemed to serve in the longest initial class.
Also, some or all of our significant stockholders, if they were to act together, would be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders and may prevent our stockholders from realizing a premium over the current market price for their shares of common stock. Furthermore, our significant stockholders may also have interests that differ from yours and may vote their shares of common stock in a way with which you disagree and which may be adverse to your interests.
Sales or issuances of substantial amounts of our common stock in the public market, or the perception that these sales or issuances may occur, or the conversion of our convertible notes could cause the market price of our common stock to decline.
Sales or issuances of substantial amounts of our common stock in the public market, including pursuant to this offering, or the perception that these sales or issuances may occur, or the conversion of our convertible notes could cause the market price of our common stock to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Future sales or issuances of our common stock or other equity-related securities, could be dilutive to holders of our common stock, including purchasers of our common stock in this offering.
Our common stock will rank junior to the Series A Senior Preferred Stock with respect to dividends and amounts payable in the event of our liquidation.materially adversely affected.
Our common stock will rank junior to the Series A Senior Preferred Stock with respect to the payment of dividends and distributions and in the liquidation, dissolution or winding up, and upon any distribution of the assets of, the Company. This means that, unless accumulated dividends have been paid or set aside for payment on all outstanding Series A Senior Preferred Stock for all past completed dividend periods, no dividends may be declared or paid on our common stock. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Series A Senior Preferred Stock the Liquidation Preference (as defined below).
None of the shares to be sold pursuant to this prospectus will be sold by us or for our account, and we will not receive any proceeds from the sale thereof.
.
DESCRIPTION OF CAPITAL stockSTOCK
We have summarized below general terms and conditions of the common stock that we may offer and sell pursuant to this prospectus. The following summary description ofstatements relating to our commoncapital stock is based on the provisions of the General Corporation Law of the State of Delaware, or DGCL, our certificate of incorporation, as amended (our “charter”), and our bylaws, as amended (our “bylaws”). This description doesdo not purport to be complete, and isare subject to, and are qualified in itstheir entirety by reference to, the full textprovisions of the DGCL,Certificate of Incorporation, as it may be amended from time to time, and torestated, or the terms of our charter“Certificate,” and bylaws,By-Laws, as each may be amended from time to time,and restated, or the “By-Laws,” which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
General
Our charterThe Certificate authorizes us to issue 100,000,000a total of 105,000,000 shares of commoncapital stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value of $0.001 per share. As of September 4, 2019, we had 38,323,211which 100,000,000 may be shares of common stock and 200,0005,000,000 may be shares of Series A Senior Preferred Stock issued and outstanding. No other class or series of shares of beneficial interest has been established.preferred stock.
The number
As of authorized shares of any class may be increased or decreased by an amendment to our charter approved by a majority of the entire Board, by the holders of a majority of our outstandingMarch 18, 2024, 10,798,353 shares of common stock entitledwere issued and outstanding and an aggregate of 1,145,797 shares of common stock subject to vote thereonunvested Restricted Stock Units issued to directors and by theemployees remained outstanding.
As of March 18, 2024, there were 65 holders of a majority of our outstanding shares of Series A Senior Preferred Stock. The Board may authorize the issuance from time to time of shares of stock of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, for such consideration as the Board may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the charter or the bylaws. The rights, preferences and privilegesrecord of our common stock, andwhich excludes beneficial owners of our common stockholdersstock whose shares are subjectheld in “street name.”
Common Stock
Subject to and may be adversely affected by, the rights of the holders of any shares of preferred stock that may at the time be outstanding, if any, new class or series, whetherrecord holders of common or preferred, thatstock are entitled to such dividends as the Board of Directors may create, designate or issue in the future.
Under Delaware law, our stockholders generally are not liable for our debts or obligations.
Common stock
Voting rights
declare. Holders of common stock are entitled to one vote for each share held in their name on all matters submitted to a vote of stockholders except for the election of the Series A Preferred Directors (as defined in our bylaws), in which case, only the holders of the Series A Preferred Stockand do not have the right to vote in such election. Generally, our bylaws provide that all matters to be voted on by our common stockholders must be approved by a majority of the votes cast at a meeting at which a quorum is present unless more than a majority of the votes cast is required by statutepreemptive rights or our bylaws; provided, however, that if the number of nominees for Common Director (as defined in our bylaws) exceeds the number of Common Directors to be elected, the Common Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Common Directors.
Dividends
cumulative voting rights. Holders of common stock will be entitledare not subject to receive ratably such dividends, if any,further calls or assessments as may be declared from time to time by the Board outa result of funds legally available therefor, and will be entitled to receive, pro rata, all assetstheir holding shares of the Company available for distribution to such holders upon liquidation.
No preemptive or similar rightscommon stock.
HoldersIf JAKKS is liquidated, the holders of common stock have no preemptive, subscription or redemption rights. All outstanding shares of common stock are entitled to share ratably in the distribution remaining after payment of debts and the common stock offered hereby, upon issuanceexpenses and sale, will be, fully paid and nonassessable.
Preferred stock
Pursuant to our charter, the Company is authorized to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization by the Board. The Board, without further approval of the stockholders, is authorizedamounts to fixbe paid on liquidation to the designations, powers, preferences and rightsholders of the shares of each such class or series of preferred stock, and the qualifications, limitations and restrictions thereof. if any.
The issuance of preferredtransfer agent for our common stock while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting poweris Computershare Inc., Canton, MA.
Certain Other Provisions of the holdersCertificate
Delaware law permits a corporation to eliminate the personal liability of its directors to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the commondirector's duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate and under certain circumstances, make it more difficultBy-Laws provide for such limitation of liability.
The By-Laws permit stockholder action by written consent in lieu of a third partymeeting of stockholders. In addition, special meetings of stockholders may be called only by the Board of Directors.
Limitations on Directors' Liability
Our Amended and Restated Certificate of Incorporation provides that the personal liability of our directors shall be limited to gain controlthe fullest extent permitted by the provisions of Section 102(b)(7) of the Company, discourage bids for the Company’s common stock at a premium or otherwise adversely affect the market price of the common stock.
Series A Senior Preferred Stock
Pursuant to the Certificate of Designations of Series A Senior Preferred Stock filed with the Secretary of StateGeneral Corporation Law of the State of Delaware on August 9, 2019, as amended and as it may be further amended from time to time (the “Certificate of Designations”(“DGCL”), the Company issued 200,000 shares of Series A Senior Preferred Stock, par value $0.001 per share, to the Investor Parties.
Dividends, redemptions and other payments
The Series A Senior Preferred Stock has the right to receive dividends on a quarterly basis equal to 6.0% per annum, payable in cash or, if not paid in cash, by an automatic accretion. Section 102(b)(7) of the Series A Preferred Stock. The Series A Senior Preferred Stock hasDGCL generally provides that no stated maturity and will remain outstanding indefinitely unless and until redeemeddirector shall be liable personally to a company or repurchased in accordance withits security holders for monetary damages for breach of fiduciary duty as a director, provided that the termscertificate of incorporation does not eliminate the liability of a director for (1) any breach of the Certificatedirector’s duty of Designations. The Company has the rightloyalty to redeem allit or its security holders; (2) acts or omissions not in good faith or that involve intentional misconduct or a portionknowing violation of the Series A Senior Preferred Stock at its Liquidation Preference at any time after paymentlaw; (3) acts or omissions in full of the New Term Loan (as defined below). In addition, upon the occurrencerespect of certain changeunlawful dividend payments or stock redemptions or repurchases; or (4) any transaction from which such director derives an improper personal benefit. The effect of control type events,this provision is to eliminate the rights of a company and its security holders to recover monetary damages against a director for breach of the Series A Senior Preferred Stock are entitled to receive an amount (the “Liquidation Preference”), prior to and in preference to holdersher or his fiduciary duty of common stockcare as a director (including breaches resulting from negligent or other junior stock, equal to (i) 20% of the Accreted Amount (as definedgrossly negligent behavior) except in the Certificate of Designations)situations described in the case of a certain specified transaction, or (ii) otherwise, 150% of the Accreted Amount, in either case plus any accrued and unpaid dividends.
clauses (1) through (4) above. The Certificate of Designations also includes restrictions onlimitations summarized above, however, do not affect the ability of the Companya company or its security holders to pay dividends onseek nonmonetary remedies, such as an injunction or make distributions with respect to,rescission, against a director for breach of her or redeem or repurchase, shares of Common Stock or other junior stock.
Voting and approval rightshis fiduciary duty.
The Series A Senior Preferred Stock does not have any voting rights, except (i) to the extent required by the DGCL, (ii) for the exclusive right to elect the Series A PreferredIndemnification of Directors and (iii) for certain approval rights over certain transactions. These approval rights require the prior consent of specified percentages of holders (or in certain cases, all holders) of the Series A Senior Preferred Stock in order for the Company to take certain actions, including the issuance of additional shares of Series A Senior Preferred Stock or parity stock, the issuance of senior stock, amendments to our charter, the Certificate of Designations, our bylaws and the charter of the Nominating and Corporate Governance Committee of our Board, material changes in the Company’s line of business and certain change of control type transactions. In addition, the Certificate of Designations provides that the approval of at least six directors is required for any related person transaction within the meaning of Item 404 of Regulation S-K under the Act, including, without limitation, the adoption of, or any amendment, modification or waiver of, any agreement or arrangement related to any such transaction.
Preemptive rightsOfficers
In addition, holdersour certificate of incorporation provides that we shall, to the fullest extent permitted by Section 145 of the Series A Senior Preferred Stock have preemptive rights regarding future issuanceDGCL, indemnify all persons whom it may indemnify pursuant to Section 145 of Series A Senior Preferred Stockthe DGCL. In general, Section 145 of the DGCL permits us to indemnify our directors, officers, employees or parity stock.
Board representation rightsagents or, when so serving at our request, as directors, officers, agents or employees of another company, who was or is a party or is threatened to be made a party to any proceeding because of his or her position, if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In addition,We maintain a directors’ and officers’ liability insurance policy covering certain liabilities that may be incurred by any director or officer in connection with the Certificateperformance of Designationshis or her duties and certain liabilities that we may incur, including the indemnification payable to any director or officer. This policy provides for $60.0 million in maximum aggregate coverage, including defense costs. We pay the holders of Series A Senior Preferred Stock certain board representation rights. The Certificate of Designations provides, among other things, that,entire premium for so long as at least 50,000 shares of Series A Senior Preferred Stock remain outstanding, (i)such insurance.
Exchange Listing
Our common stock is listed on the holders of a majority ofNasdaq Global Select Market under the outstanding shares of Series A Senior Preferred Stock have the sole right to nominate candidates to serve as the Series A Preferred Directors and (ii) the holders of shares of Series A Senior Preferred Stock, voting as a separate class, have the right to elect two individuals to serve as the Series A Preferred Directors. From and after (i) the first annual meeting of stockholders occurring after less than 50,000 shares of Series A Senior Preferred Stock remain outstanding, the holders of Series A Senior Preferred Stock will only have the right to nominate and elect one Series A Preferred Director, and (ii) the time no shares of Series A Senior Preferred Stock remain outstanding, the holders of Series A Senior Preferred Stock will no longer have the right to nominate or elect any Series A Preferred Directors. The Series A Preferred Directors will serve for terms ending at the annual meeting of stockholders in 2023 and for successive three-year terms thereafter (until no shares of Series A Senior Preferred Stock remain outstanding), and as of such time as the Classified Board Proposal is approved, the Series A Preferred Directors shall be deemed to serve in Class III. The number of Common Directors and Series A Preferred Directors is fixed and cannot be amended without the approval of holders of a majority of the outstanding Common Stock and holders of at least 80% of the outstanding shares of Series A Senior Preferred Stock, each voting as a separate class.symbol “JAKK.”
Anti-Takeover Effects of Delaware Law Certificate of Incorporation and By-laws
The following provisions may make a change in control of our business more difficult and could delay, defer or prevent a tender offer or other takeover attempt that a stockholder might consider to be in its best interest, including takeover attempts that might result in the payment of a premium to our stockholders over the market price for their shares. These provisions also may promote the continuity of our management by making it more difficult for a person to remove or change the incumbent members of our Board.
Delaware Law
We areJAKKS is subject to the “business combination” provisions of Section 203 of the DGCL regulating corporate takeovers.Delaware law. In general, the statute prohibitssuch provisions prohibit a publicly-heldpublicly held Delaware corporation from engaging in avarious “business combination” transactions with an “interested stockholder”any interested stockholder for a period of three years after the date that the person became an interested stockholder, subject to exceptions, unless the business combination is approved by our Board in a prescribed manner orof the transaction in which the person became an interested stockholder, is approved by our Board and disinterested stockholders in a prescribed manner. Generally, aunless
• | prior to the date the interested stockholder obtained such status, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; | |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or | |
• | on or subsequent to such date, the business combination is approved by the Board of Directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
A “business combination” includes a merger,is defined to include mergers, asset or stock sale, orsales and other transactiontransactions resulting in a financial benefit to thean interested stockholder. Generally,In general, an “interested stockholder” is a person who, together with affiliates and associates, owns or(or within three years, prior, did own,own) 15% or more of the corporation’sa corporation's voting stock. These provisionsThe statute could prohibit or delay mergers or other takeover or change in control attempts with respect to JAKKS and, accordingly, may discourage attempts to acquire JAKKS even though such a transaction may offer JAKKS' stockholders the opportunity to sell their stock at a price above the prevailing market price.
Preferred Stock
The Certificate of Incorporation authorizes our board of directors to establish one or more series of Preferred Stock. Unless required by law or any stock exchange, the authorized shares of Preferred Stock will be available for issuance without further action by the holders of our common stock. Subject to some rights held by our current preferred stockholders, our board of directors has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of Preferred Stock.
On August 9, 2019 we issued 200,000 shares of Series A Senior Preferred Stock (the “Series A Preferred Stock”). On March 8, 2024, we entered into a Redemption Agreement (the “Redemption Agreement”) with the holders of the Series A Preferred Stock. Pursuant to the terms of the Redemption Agreement, the Company redeemed all outstanding shares of the Series A Preferred Stock for an aggregate purchase price of $35 million, consisting of $20 million of cash and 571,295 shares of common stock, valued at $15 million, or $26.26 per share. Pursuant to the terms of the Redemption Agreement we also entered into a registration rights agreement pursuant to which we are hereby registering the shares of common stock issued to the holders of the Series A Preferred Stock upon the redemption of the Series A Preferred Stock.
The issuance of Preferred Stock may have the effect of delaying, deferring or preventing a change in control of our businessthe Company without further action by the stockholders.
Authorized but unissued capital stock
The DGCL generally does not require stockholder approval for any Additionally, the issuance of sharesPreferred Stock may adversely affect the holders of our authorized by unissued capital stock. However, the listing requirements of Nasdaq, which apply to our common stock require stockholder approval of certain issuances of capital stock equal to or exceeding 20.0% ofby restricting dividends on the then outstanding number of shares of common stock, or voting power.
In addition, the existence of unissued and unreserved common stock or preferred stock may enable our Board to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares at prices higher than prevailing market prices.
“Blank check” preferred stock
Pursuant to our charter, we are authorized to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization by the Board. The Board, without further approval of the stockholders, is authorized to fix the designations, powers, preferences and rights of the shares of each such class or series of preferred stock and the qualifications, limitations and restrictions thereof. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affectdiluting the voting power of the holderscommon stock or subordinating the liquidation rights of the common stock and, under certain circumstances, make it more difficult forstock. As a third party to gain controlresult of these or other factors, the Company, discourage bids for our common stock at a premium or otherwise adversely affectissuance of Preferred Stock could have an adverse impact on the market price of theour common stock.
Special meetings No shares of stockholdersPreferred Stock are currently outstanding.
Our bylaws provide that special meetings of stockholders may be called only by the directors or by any officer instructed by the directors to call such meeting.
Notice for stockholder meetingsSELLING SHAREHOLDERS
Our bylaws establish an advance notice procedure for business to be brought before an annual or special meeting of our stockholders. The advance notice provision provides that a copy of the notice of any meeting shall be given, personally or by mail, to the stockholders not less than 10 days nor more than 60 days before the date of the meeting. This provision may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.
Board vacancies
Any vacancy occurring on our Board and any newly created directorship may be filled only by a majority of the directors remaining in office (even if less than a quorum), except that (i) any vacancy of a New Independent Common Directors (as defined in our bylaws) may be filled only by a majority of the directors remaining in office (even if less than a quorum) in accordance with the nominating committee of the Board, with an individual selected by the Nominating Committee from the Preapproved List (as defined in our bylaws) and (ii) any vacancy of a Series A Preferred Director (as defined in our bylaws) may be filled only by a majority of the directors remaining in office (even if less than a quorum) solely with an individual selected by the Required Preferred Holders.
Appraisal rights
Under Delaware law, holders of shares of our common stock are generally entitled to exercise any rights of an objecting stockholder available under the DGCL.
Listing
Our common stock is listed on the Nasdaq under the symbol “JAKK.” On October 7, 2019, the last reported sale price for our common stock on the Nasdaq was $0.75.
Transfer Agent
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
This prospectus is being filed pursuant to the terms of the Amended and Restated Registration Rights Agreement, dated as of August 9, 2019 (the “Oasis Registration Rights Agreement”), by and between the Company and Oasis and the Registration Rights Agreement, dated as of September 6, 2019 (together with the Oasis Registration Rights Agreement, the “Registration Rights Agreements”), by and among the Company and the Investor Parties. The shares of common stock being offered by Oasisthe selling shareholders are those issuableissued to Oasisthe selling shareholders pursuant to the terms of the convertible notes (the “New Oasis Notes”) issued to Oasis pursuant to the TransactionRedemption Agreement. For additional information regarding the issuance and redemption of those New Oasis Notes,these shares, see the Company’s Current Report on Form 8-K filed August 9, 2019, incorporated herein by reference."Preferred Stock" above. We are registering the shares of common stock in order to permit Oasisthe selling shareholders to offer the shares for resale from time to time. Except for: (i) the ownership of the New Oasis Notes issued pursuant to the Transaction Agreement, (ii) the Voting Agreements, (iii) the ownership of the convertible note issued pursuant to the Exchange Agreement, by and between the Company and Oasis, dated as of July 25, 2018, which was exchanged for a New Oasis Note, (iv) the ownership of the convertible note issued pursuant to the Exchange Agreement, by and between the Company and Oasis, dated as of November 7, 2017, which was exchanged for a New Oasis Note, and (v) Alex Shoghi, an employee of an affiliate of Oasis, serving on the Board, Oasis has not had any material relationship with us within the past three years.
The shares of common stock being offered by the Investor Parties are those issued to the Investor Parties pursuant to the Transaction Agreement. We are registering the shares of common stock in order to permit the Investor Parties to offer the shares for resale from time to time. Except for: (i) the ownership of common stock, Series A Senior Preferred Stock and certain other securities of the Company, (ii) the Voting Agreements, (iii) certain designeesMatthew Winkler, an individual employed by one or more of the Investor Partiesselling shareholders serving on the Board, and (iv) the Investor Parties or their affiliates being lenders toboard of directors of the Company underand (iii) Andrew Axelrod, an individual who is the First Lien Term Loan Facility Credit Agreement, dated asManaging Partner and Portfolio Manager of an entity controlling two of the selling shareholders and who was on the board of directors of the Company from August 9, 2019 by and amongthrough September 27, 2021, the Company, Disguise, Inc., JAKKS Sales LLC, Maui, Inc., Moose Mountain Marketing, Inc. and Kids Only, Inc., as borrowers, the Company, as borrower representative, the guarantors party thereto from time to time, the lenders party thereto from time to time and Cortland Capital Market Services LLC, as agent (the “New Term Loan”), the Investor Partiesselling shareholders have not had any material relationship with us within the past three years.
The table below lists the selling stockholdersshareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders.shareholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder.shareholder as of March 18, 2024.
The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of the Registration Rights Agreements, this prospectus generally covers the resale of (i) at least 100% of the maximum number of shares of common stock issued and issuable pursuant to the terms of the New Oasis Notes (including, without limitation, as payment of interest thereunder) as of the trading day immediately preceding the date the registration statement is initially filed with the SEC and (ii) 100% of the number of shares of common stock issued to the Investor Parties pursuant to the Transaction Agreement. Because the conversion price of the New Oasis Notes may be adjusted, the number of shares that may actually be issued pursuant to the New Oasis Notes may be more or less than the number of shares being offered by this prospectus.shareholders.
The fourth column assumes the sale of all of the shares offered by the selling stockholdersshareholders pursuant to this prospectus.
Under the terms of the New Oasis Notes, Oasis may not convert the New Oasis Notes to the extent such conversion would cause Oasis, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the New Oasis Notes which have not been converted. The number of shares in the second column does not reflect this limitation. The selling stockholdersshareholders may sell all, some or none of their shares in this offering. See “Plan"Plan of Distribution.”"
| Name of Selling Stockholder | Number of Shares of Common Stock Owned Prior to Offering | Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus | Number of Shares of Common Stock Owned After Offering | |||||||||
| Oasis Investments II Master Fund Ltd. (1) | 1,098,906 | 46,728,275 | 1,098,906 | |||||||||
| Axar Master Fund Ltd (2) | 1,038,598 | 1,038,598 | 0 | |||||||||
| Star V Partners LLC (3) | 102,637 | 102,637 | 0 | |||||||||
| BSP Special Situations Master A L.P. (4) | 1,119,648 | 1,119,648 | 0 | |||||||||
| Moab Partners, L.P. (5) | 1,750,745 | 1,750,745 | 0 | |||||||||
| Nineteen77 Global Multi- Strategy Alpha Master Limited (6) | 1,198,838 | 1,198,838 | 0 | |||||||||
| Citadel Equity Fund Ltd. (7) | 209,712 | 197,270 | 12,442 | |||||||||
| Concise Short Term High Yield Master Fund, SPC (8) | 106,075 | 106,075 | 0 | |||||||||
| Mercer QIF Fund PLC - Mercer Investment Fund 1 (9) | 202,230 | 202,230 | 0 | |||||||||
| The Saratoga Advantage Trust - James Alpha Hedged High Income Portfolio (10) | 18,994 | 18,994 | 0 | |||||||||
| Concise Short Term High Yield Fund (11) | 102,862 | 102,862 | 0 | |||||||||
| The BeeBee Foundation (12) | 15,105 | 15,105 | 0 | |||||||||
Name of Selling Shareholder | Number of Shares of Common Stock Owned Prior to Offering | Maximum Number of Shares of Pursuant to this Prospectus | Number of Shares of Common Stock Owned After Offering |
BSP Special Situations Master A L.P. | 134,489 | 134,489 | 0 |
Benefit Street Partners Dislocation Fund L.P. | 98,697 | 98,697 | 0 |
Benefit Street Partners Dislocation Fund (Cayman) Master L.P. | 129,722 | 129,722 | 0 |
Benefit Street Partners Debt Fund IV L.P. | 15,979 | 15,979 | 0 |
Benefit Street Partners Debt Fund IV Master (Non-US) L.P. | 15,782 | 15,782 | 0 |
Benefit Street Partners SMA-C II L.P. | 2,502 | 2,502 | 0 |
Benefit Street Partners SMA-K L.P. | 1,885 | 1,885 | 0 |
Franklin BSP Capital Corporation | 17,384 | 17,384 | 0 |
Blackwell Partners LLC - Series E | 80,544 | 80,544 | 0 |
Star V Partners LLC | 30,850 | 30,850 | 0 |
Concise Short Term High Yield Master Fund, SPC | 43,541 | 21,869 | 21,672 |
Mercer QIF Fund PLC – Mercer Investment Fund 1 | 43,715 | 21,592 | 22,123 |
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We are registering the shares of common stock (i) issuableissued pursuant to the terms of the New Oasis Notes and (ii) issued to the Investor Parties pursuant to the TransactionRedemption Agreement to permit the resale of these shares of common stock by the selling stockholdersholders thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholdersshareholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
The selling stockholdersshareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the respective selling stockholder or selling stockholdersshareholders will be responsible for underwriting discounts or commissions or agent’sagent's commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
● | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
● | in the over-the-counter market; |
● | in transactions otherwise than on these exchanges or systems or in the |
● | through the writing |
● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
● | an exchange distribution in accordance with the rules of the applicable exchange; |
● | privately negotiated transactions; |
● | short sales, including delivery of shares to securities lenders to return borrowed securities sold in such short sales; |
● | sales pursuant to Rule 144; |
● | broker-dealers may agree with the selling |
● | a combination of any such methods of sale; and |
● | any other method permitted pursuant to applicable law. |
If the selling stockholdersshareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholdersshareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of the shares of common stock or otherwise, the selling stockholdersshareholders may enter into hedging transactions with broker-dealers, or affiliates thereof, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholdersshareholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholdersshareholders may also loan or pledge shares of common stock to broker-dealers or affiliates thereof that in turn may sell such shares.
The selling stockholdersshareholders may pledge or grant a security interest in some or all of the New Oasis Notesconvertible notes or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholdersshareholders to include the pledgee, transferee or other successors in interest as selling stockholdersshareholders under this prospectus. The selling stockholdersshareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling stockholdersshareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters”"underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholdersshareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any selling stockholdershareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.
The selling stockholdersshareholders and any other personindividual or entity of any form participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholdersshareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of the registration of the shares of common stock pursuant to the Registration Rights Agreements,registration rights agreement, estimated to be $170,302.18$90,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”"blue sky" laws; provided, however, that a selling stockholdershareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholdersshareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements,agreement, or the selling stockholdersshareholders will be entitled to contribution. We may be indemnified by the selling stockholdersshareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholdershareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.
Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
We may suspend the use of this prospectus if we learn of any event that causes this prospectus to include an untrue statement of a material fact required to be stated in the prospectus or necessary to make the statements in the prospectus not misleading in light of the circumstances then existing. If this type of event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed to each selling security holder. The selling security holder may not trade securities from the time the selling security holder receives notice from us of this type of event until the selling security holder receives a prospectus supplement or amendment.
Unless otherwise specified in connection with the particular offering of any securities, Feder Kaszovitz LLP will pass uponapplicable prospectus supplement, the validity of the securities offered securitiesby this prospectus will be passed upon for us. Murray L. Skala, a partner ofus by Feder Kaszovitz LLP, owns 197,574 shares of our common stock.New York, New York. If legal matters in connection with offerings made by this prospectus are passed on by counsel for the underwriters, dealers or agents, if any, that counsel will be named in the applicable prospectus supplement.
The consolidated financial statements and schedulesof JAKKS Pacific, Inc. (the “Company”) as of December 31, 20182023 and 20172022 and for each of the three years in the period ended December 31, 20182023 and management'smanagement’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20182023 incorporated by reference in this prospectusProspectus and in the Registration Statement have been so incorporated in reliance on the reports of BDO USA, LLP,P.C., an independent registered public accounting firm, (the report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s change in accounting method related to revenue), incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the resale of the Shares offered by this prospectus. This prospectus is part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by this prospectus, you may examine the registration statement on Form S-3 and the exhibits filed or incorporated by reference into the registration statement at the locations listed below.
We are subject to the information requirements of the Securities Exchange Act of 1934. In accordance with the Exchange Act, we file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at prescribed rates at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock is listed on the Nasdaq Global Select Market and reports and information concerning us can also be inspected through such exchange. We intend to furnish our stockholders with annual reports containing audited financial statements and such other periodic reports as we deem appropriate or as may be required by law.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our certificate of incorporation (as restated and amended to date) provides that the personal liability of our directors shall be limited to the fullest extent permitted by the provisions of Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”). Section 102(b)(7) of the DGCL generally provides that no director shall be liable personally to a company or its security holders for monetary damages for breach of fiduciary duty as a director, provided that the certificate of incorporation does not eliminate the liability of a director for (1) any breach of the director’s duty of loyalty to it or its security holders; (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) acts or omissions in respect of certain unlawful dividend payments or stock redemptions or repurchases; or (4) any transaction from which such director derives an improper personal benefit. The effect of this provision is to eliminate the rights of a company and its security holders to recover monetary damages against a director for breach of her or his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (1) through (4) above. The limitations summarized above, however, do not affect the ability of a company or its security holders to seek nonmonetary remedies, such as an injunction or rescission, against a director for breach of her or his fiduciary duty.
In addition, our certificate of incorporation provides that we shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant to Section 145 of the DGCL. In general, Section 145 of the DGCL permits us to indemnify our directors, officers, employees or agents or, when so serving at our request, as directors, officers, agents or employees of another company, who was or is a party or is threatened to be made a party to any proceeding because of his or her position, if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
We maintain a directors’ and officers’ liability insurance policy covering certain liabilities that may be incurred by any director or officer in connection with the performance of his or her duties and certain liabilities that we may incur, including the indemnification payable to any director or officer. This policy provides for $60.0 million in maximum aggregate coverage, including defense costs. We pay the entire premium for such insurance.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
No person is authorized to give any information or to make any representation not contained in this prospectus. You must not rely on any unauthorized representations or information. This prospectus is an offer to sell only the common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.
JAKKS PACIFIC, INC.
571,295 Shares
Common Stock
PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ItemITEM 14. Other Expenses of Issuance and Distribution.Distribution
The following table sets forth the costs and expenses payable by the registrantRegistrant in connection with the offerings described in this registration statement. The registrant is paying allsale of the selling security holders’ expenses related to this offering, except that the selling security holder will pay any applicable broker’s commissions and expenses.securities being registered hereby. All amounts are estimatedestimates except the SEC registration fee.
| SEC registration fee | $ | 4,652.18 | ||
| Legal fees and expenses | $ | 149,500.00 | ||
| Accounting fees and expenses | $ | 15,000.00 | ||
| Miscellaneous expenses | $ | 1,150.00 | ||
| Total | $ | 170,302.18 |
Accountant Fees and Expenses | $ | 50,000 | ||
SEC Filing Fee | $ | 2,004 | ||
Legal Fees and Expenses | $ | 35,000 | ||
Misc. Expenses | 2,996 | |||
Total | $ | 90,000 |
ItemITEM 15. Indemnification of Directors and Officers.
The Registrant’sOur Amended and Restated Certificate of Incorporation provides that the personal liability of theour directors of the Registrant shall be limited to the fullest extent permitted by the provisions of Section 102(b)(7) of the DGCL.General Corporation Law of the State of Delaware (“DGCL”). Section 1 02(b)102(b)(7) of the DGCL generally provides that no director shall be liable personally to the Registranta company or its security holders for monetary damages for breach of fiduciary duty as a director, provided that the Certificatecertificate of Incorporationincorporation does not eliminate the liability of a director for (1) any breach of the director’s duty of loyalty to the Registrantit or its security holders; (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) acts or omissions in respect of certain unlawful dividend payments or stock redemptions or repurchases; or (4) any transaction from which such director derives an improper personal benefit. The effect of this provision is to eliminate the rights of the Registranta company and its security holders to recover monetary damages against a director for breach of her or his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (1) through (4) above. The limitations summarized above, however, do not affect the ability of the Registranta company or its security holders to seek nonmonetary remedies, such as an injunction or rescission, against a director for breach of her or his fiduciary duty.
In addition, the Certificateour certificate of Incorporationincorporation provides that the Registrantwe shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant to Section 145 of the DGCL. In general, Section 145 of the DGCL permits the Registrantus to indemnify a director, officer, employeeour directors, officers, employees or agent of the Registrantagents or, when so serving at the Registrant’sour request, as directors, officers, agents or employees of another company, who was or is a party or is threatened to be made a party to any proceeding because of his or her position, if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to theour best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The Registrant maintainsWe maintain a directors’ and officers’ liability insurance policy covering certain liabilities that may be incurred by any director or officer in connection with the performance of his or her duties and certain liabilities that we may be incurred by the Registrant,incur, including the indemnification payable to any director or officer. This policy provides for $60.0 million in maximum aggregate coverage, including defense costs. TheWe pay the entire premium for such insurance is paid by the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.insurance.
ItemITEM 16. Exhibits.
The following exhibits are filed or incorporated by reference as part of this Registration Statement.
* Filed herewith.
(1) Incorporated by reference as Exhibit 10.2 from a Current Report on Form 8-K filed on March 14, 2024.
ItemITEM 17. UndertakingsUndertakings.
The undersigned registrantRegistrant hereby undertakes:
(1) |
|
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the "Securities Act"; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 % change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or "Calculation of Registration Fee" table, as applicable, in the effective Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided,however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section (1) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrantRegistrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," that are incorporated by reference in the registration statement,Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | |
(ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(5) | That, for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; | |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; | |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and | |
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
(6) | The undersigned Registrant hereby undertakes that for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantRegistrant pursuant to the foregoing provisions set forth in response to Item 15, or otherwise, the registrantRegistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantRegistrant of expenses incurred or paid by a director, officer or controlling person of the registrantRegistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles,Santa Monica, State of California, on October 8, 2019.March 25, 2024
JAKKS PACIFIC, INC. | ||
By: | ||
Stephen G. Berman | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, thatWe, the undersigned officers and directors of JAKKS Pacific, Inc., and each person whose signature appears belowof us, do hereby constitutesconstitute and appointsappoint Stephen G. Berman and each of them, his or heras our true and lawful attorney in fact and agent, with full power of substitution and resubstitution,to sign for him or herus and in his or her name, place and stead,our names in any and allthe capacities to signindicated below any and all amendments including(including post-effective amendments,amendments) to thisthe registration statement andfiled herewith as well as any registration statement relating tofor the same offering covered by this registration statement and filedthat is to be effective upon filing pursuant to Rule 462(b) underof the Securities Act of 1933 (the “Securities Act”), and generally do all such things in our names and in our capacities as officers and directors to fileenable JAKKS Pacific, Inc. to comply with the same, with exhibits theretoprovisions of the Securities Act, and other documents in connection therewith, withall requirements of the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conformingconfirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statements and any and all that said attorney in fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | |||
Date | ||||
/s/ STEPHEN G. BERMAN | Director and | March 25, 2024 | ||
Stephen G. Berman | Chief Executive Officer (Principal Executive Officer) | |||
/s/ JOHN L. KIMBLE | Chief Financial Officer | March 25, 2024 | ||
John L. Kimble | (Principal Financial Officer and | |||
| Principal Accounting Officer) | ||||
/s/ CAROLE LEVINE | Director | March 25, 2024 | ||
Carole Levine | ||||
/s/ JOSHUA CASCADE | Director | March 25, 2024 | ||
Joshua Cascade | ||||
/s/ MATTHEW WINKLER | Director | March 25, 2024 | ||
Matthew Winkler | ||||
/s/ ALEXANDER SHOGHI | Director | March 25, 2024 | ||
Alexander Shoghi | ||||
/s/ LORI MACPHERSON | Director | March 25, 2024 | ||
Lori MacPherson | ||||
/s/ ZHAO XIAOGIANG | ||||
Director | March 25, 2024 | |||
Zhao Xiaoqiang |