As filed with the Securities and Exchange Commission on December 17, 2024
Registration No. 333-282385
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECT AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KARTOON STUDIOS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 7812 | | 20-4118216 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (IRS Employer
Identification No.) |
190 N. Canon Drive, 4th Fl
Beverly Hills, CA 90210
(310) 273-4222
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Andy Heyward
Chief Executive Officer
190 N. Canon Drive, 4th Fl
Beverly Hills, CA 90210
(310) 273-4222
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leslie Marlow, Esq. Melissa Palat Murawsky, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 (212) 885-5000 | | Charles Phillips, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, check the following box. ☒
If this Form 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 Form is a post-effective amendment filed pursuant to Rule 462(c) 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☒ 333-282385
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,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange 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. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) relating to the Registrant’s Registration Statement on Form S-1 (File No. 333-282385), as amended (the “Registration Statement”), declared effective on December 16, 2024 by the Securities and Exchange Commission, is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended (the “Securities Act”), solely to replace Exhibits 5.1(a) and 5.1(b) to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
Exhibit Index
| * | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-282385), originally filed with the Securities and Exchange Commission on September 27, 2024 and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned hereunto duly authorized, in the City of Beverly Hills, State of California, on this 17th day of December, 2024.
| | KARTOON STUDIOS, INC. |
| | |
| | By: | /s/ Andy Heyward |
| | Name: | Andy Heyward |
| | Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Andy Heyward | | Chairman and Chief Executive Officer | | December 17, 2024 |
| Andy Heyward | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Brian Parisi | | Chief Financial Officer | | December 17, 2024 |
| Brian Parisi | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Joseph “Gray” Davis | | | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Anthony Thomopoulos | | | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Margaret Loesch | | | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Lynne Segall | | | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Cynthia Turner-Graham | | | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Stefan Piech | | | | |
| | | | | |
| * | | Director | | December 17, 2024 |
| Henry Sicignano III | | | | |
| | | | | |
* By: /s/ Andy Heyward
Andy Heyward, Attorney-In-Fact
