UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2025
KARTOON STUDIOS, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction | 001-37950 (Commission File Number) | 20-4118216 (I.R.S. Employer Identification No.) |
190 N. Canon Drive, 4th Fl., Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
(310) 273-4222
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | TOON | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 15, 2025, Kartoon Studios, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the securities purchase agreement, dated December 16, 2024 (the “Purchase Agreement”), with a certain investor, pursuant to which the Company agreed to amend the Purchase Agreement to: (i) extend the time requirement to hold a meeting of stockholders until the time that the Company holds its annual meeting in May 2025, which shall be held no later than May 14, 2025; (ii) to extend until May 31, 2025, the period during which neither the Company nor any subsidiary may (x) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (y) file any registration statement or amendment or supplement thereto, other than the Prospectus (as defined in the Purchase Agreement) or supplement or amendments to registration statements or supplements previously filed; and (iii) to extend until May 31, 2025 the period during which the Company may not effect any Variable Rate Transactions (as defined in the Purchase Agreement).
The foregoing does not purport to be a complete description of the Purchase Agreement and the Amendment and is qualified in its entirety by reference to the full text of forms of such documents, which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 18, 2024 (File No. 001-37950) | |
| 10.2 | Form of Amendment Agreement | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARTOON STUDIOS, INC.. | ||
| Date: January 17, 2025 | By: | /s/ Andy Heyward |
| Name: Andy Heyward | ||
| Title: Chief Executive Officer | ||
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