GNUS / Genius Brands International Inc - Документы SEC, Годовой отчет, Доверенное заявление

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): September 2, 2025 KARTOON STUDIOS,

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): September 2, 2025 KARTOON STUDIOS, INC.

SETTLEMENT AGREEMENT AND STIPULATION

Exhibit 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of August 27, 2025 (the “Settlement Date”) by and between Kartoon Studios, Inc. (“TOON” or the “Company”), a corporation formed under the laws of the State of Nevada, and Continuation Capital, Inc., (“CCI”), a Delaware Corporation. BACKGROUND: WHEREAS, there are bona fide outstanding liabilities

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): August 25, 2025 KARTOON STUDIOS, IN

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): August 25, 2025 KARTOON STUDIOS, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE Employment Agreement (this “Agreement”) is made and entered into as of this August 25, 2025 (the “Effective Date”), by and between Kartoon Studios, Inc. (NYSE: TOON), formerly known as Genius Brands International, Inc. (Nasdaq: GNUS), a publicly-traded corporation formed under the laws of the State of Nevada, with its principal place of bu

KARTOON STUDIOS DELIVERS FIFTH CONSECUTIVE QUARTER OF REVENUE GROWTH; Q2 REVENUE SURGES 23% YEAR-OVER-YEAR, INCLUDING STRONG STREAMING PERFORMANCE AND OPERATIONAL EFFICIENCY G&A Expenses Fall Double Digits as Company Moves Toward Profitability in 202

Exhibit 99.1 KARTOON STUDIOS DELIVERS FIFTH CONSECUTIVE QUARTER OF REVENUE GROWTH; Q2 REVENUE SURGES 23% YEAR-OVER-YEAR, INCLUDING STRONG STREAMING PERFORMANCE AND OPERATIONAL EFFICIENCY G&A Expenses Fall Double Digits as Company Moves Toward Profitability in 2025 Kartoon Channel Streaming Service is Top Rated Children’s Streaming App in Apple App Store; FAST Views Jump 221% Year-Over-Year Kartoon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37950 KARTOO

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): August 14, 2025 KARTOON STUDIOS, IN

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): August 14, 2025 KARTOON STUDIOS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 14, 2025 KARTOON STUDIOS, INC.

Amendment No. 2 to the Amended and Restated 2020 Incentive Plan, effective May 14, 2025

Exhibit 10.1 AMENDMENT No. 2 TO THE Kartoon Studios, Inc. 2020 INCENTIVE PLAN WHEREAS, the Board of Directors (the “Board”) of Kartoon Studios, Inc. (the “Company”) heretofore established the Genius Brands International, Inc. 2020 Incentive Plan (the “Plan”); and WHEREAS, the Plan was amended and restated, effective as of May 23, 2024, to increase the maximum number of shares of the Company’s comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37950 KARTO

KARTOON STUDIOS Q1 2025 REVENUE SOARS 56% OVER PRIOR YEAR - COMPANY ON TRACK FOR PROFIT BY END OF YEAR Mainframe Animation Unit Achieves Profitability, with Revenue up 138% Over Prior Year Quarter and 29% Sequentially. Four Straight Quarters of Growt

Exhibit 99.1 KARTOON STUDIOS Q1 2025 REVENUE SOARS 56% OVER PRIOR YEAR - COMPANY ON TRACK FOR PROFIT BY END OF YEAR Mainframe Animation Unit Achieves Profitability, with Revenue up 138% Over Prior Year Quarter and 29% Sequentially. Four Straight Quarters of Growth, Zero Long-Term Debt, Profitable Animation Studio, Profitable Kids Streaming service, and Valuable IP Projects Set the Stage for Invest

Results of Operations and Financial Condition

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): May 15, 2025 KARTOON STUDIOS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

Amendment No. 4 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa, dated November 6, 2024

EXHIBIT 10.27 AMENDMENT #4 TO THE MICHAEL JAFFA AMENDED AND RESTATED EMPLOYMENT AGREEMENT Paragraph 2 of the Agreement shall be amended and replaced with the following paragraph: 2. Term. Subject to earlier termination as hereafter provided, the Executive shall be employed hereunder for a term commencing on the Effective Date and ending Five (5) years thereafter, which term shall only be extended

Kartoon Studios, Inc. Insider Trading Policy

EXHIBIT 19.1 KARTOON STUDIOS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS The undersigned, constituting all of the members of the Board of Directors (the “Board") of Kartoon Studios, Inc. (the “Corporation") and acting by written consent in lieu of a meeting in accordance with Section 78.315 of the Nevada Revised Statutes, hereby adopt the following resolutions: Insider Trading Policy

List of Subsidiaries of the Company

EXHIBIT 21.1 SUBSIDIARIES OF KARTOON STUDIOS, INC. Name of Subsidiary State or Jurisdiction of Incorporation Wow Unlimited Media, Inc. British Columbia The Beacon Media Group, LLC New Jersey The Beacon Communications Group Ltd. Ontario

Amendment No. 1 to the Amended and Restated 2020 Incentive Plan, effective December 12, 2024

EXHIBIT 10.28 AMENDMENT NO. 1 TO THE Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.) 2020 Incentive Plan THIS AMENDMENT NO. 1 TO THE Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.) 2020 Incentive Plan has been adopted by the Board of Directors (the “Board”) and the Compensation Committee of the Board of Kartoon Studios, Inc., a Nevada corpora

Description of Capital Stock

EXHIBIT 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 26, 2025, Kartoon Studios, Inc. (“we,” “us” or the “Company”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) common stock, par value $0.001 per share (“Common Stock”), whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

  Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

KARTOON STUDIOS REPORTS STRONG BUSINESS RESULTS WITH 8.2% SEQUENTIAL REVENUE GROWTH FOR Q4 2024 MARKING THIRD CONSECUTIVE QUARTERLY INCREASE OPERATING EXPENSES DECREASED BY 57.4% IN 2024; OPERATING LOSS IMPROVED BY 76.5% IN 2024 KARTOON CHANNEL CONTI

Exhibit 99.1 KARTOON STUDIOS REPORTS STRONG BUSINESS RESULTS WITH 8.2% SEQUENTIAL REVENUE GROWTH FOR Q4 2024 MARKING THIRD CONSECUTIVE QUARTERLY INCREASE OPERATING EXPENSES DECREASED BY 57.4% IN 2024; OPERATING LOSS IMPROVED BY 76.5% IN 2024 KARTOON CHANNEL CONTINUES GROWTH IN VIEWERS, PLATFORMS, REVENUE, AND PROFITABILITY, WHILE CONTINUING TO LEAD ALL STREAMERS IN VIEWER RANKINGS IN APPLE APP STO

Results of Operations and Financial Condition

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): March 31, 2025 KARTOON STUDIOS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 5, 2025 KARTOON STUDIOS, INC.

Form of Amendment Agreement

Exhibit 10.2 AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of January , 2025 (this “Agreement”), by and by and among Kartoon Studios, Inc., a Nevada corporation, (the “Company”) and the investor listed on the signature pages attached hereto (the “Investor”). All terms used and not defined herein are used as defined in the Securities Purchase Agreement (as defined below), as applicable. WHEREAS

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, I

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.

4,375,000 Shares of Common Stock Series A Common Warrants to Purchase Up to 7,894,736 Shares of Common Stock Up to 7,894,736 Shares of Common Stock Underlying the Series A Common Warrants Series B Common Warrants to Purchase Up to 7,894,736 Shares of

Table of Contents Filed Pursuant to Rule 424(b)(5) PROSPECTUS Reg. No. 333-282385 4,375,000 Shares of Common Stock Series A Common Warrants to Purchase Up to 7,894,736 Shares of Common Stock Up to 7,894,736 Shares of Common Stock Underlying the Series A Common Warrants Series B Common Warrants to Purchase Up to 7,894,736 Shares of Common Stock Up to 7,894,736 Shares of Common Stock Underlying the

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Initial Exercise Date: December 18, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Form of Placement Agent Warrant

Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Issue Date: December 18, 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2024, between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Series A Warrant

Exhibit 4.2 SERIES A COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Issue Date: December 18, 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 16, 2024 KARTOON STUDIOS, INC.

Placement Agency Agreement, dated December 16, 2024, by and between Kartoon Studios, Inc. and Roth Capital Partners, LLC

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT December 16, 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Kartoon Studios, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,499,999.52 of registered securities (the “Securitie

Form of Series B Warrant

Exhibit 4.3 SERIES B COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Issue Date: December 18, 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the

Kartoon Studios Announces $4.5 Million Offering

Exhibit 99.1 Kartoon Studios Announces $4.5 Million Offering BEVERLY HILLS, Calif., Dec. 16, 2024 (GLOBE NEWSWIRE) - Kartoon Studios (NYSE American: TOON) today announced that it has entered into a securities purchase agreement with a certain institutional investor to purchase (i) 7,894,736 shares of its common stock or pre-funded warrants in lieu thereof, (ii) Series A common warrants to purchase

Opinion of Blank Rome LLP

Exhibit 5.1(b) 1271 Avenue of the Americas | New York, NY 10020 blankrome.com December 17, 2024 The Board of Directors Kartoon Studios, Inc. 190 N. Canon Drive, 4th Floor Beverly Hills, CA 90210 Re: Registration Statement on Form S-1 Ladies and Gentlemen: We have acted as counsel to Kartoon Studios, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the

Opinion of Flangas Law Group

Exhibit 5.1(a) Flangas Law Group Writer's email: [email protected] December 17, 2024 Board of Directors Kartoon Studios, Inc. 190 N. Canon Drive, 4th Floor Beverly Hills, CA 90210 Re: Kartoon Studios, Inc. Registration Statement on Form S-1 Ladies and Gentlemen: We have acted as special Nevada counsel to Kartoon Studios, Inc., a Nevada corporation (the “Company”) and have examined the Post-Effective

As filed with the Securities and Exchange Commission on December 17, 2024

As filed with the Securities and Exchange Commission on December 17, 2024 Registration No.

December 16, 2024

December 16, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Kartoon Studios, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities (the “Securities”) of the Company, inc

As filed with the Securities and Exchange Commission on December 16, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 16, 2024 Registration No.

Form of Securities Purchase Agreement

Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Form of Series B Common Warrant

Exhibit 4.13 SERIES B COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Issue Date: , 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholde

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

CORRESP 1 filename1.htm Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 December 16, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Kartoon Studios, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-282385) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 46

Form of Series A Common Warrant

Exhibit 4.12 SERIES A COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Issue Date: , 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholde

Form of Series B Common Warrant

Exhibit 4.13 SERIES B COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Initial Exercise Date: , 2024 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the

As filed with the Securities and Exchange Commission on December 11, 2024

Table of Contents As filed with the Securities and Exchange Commission on December 11, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Kartoon Studios, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Fees to Be Paid Equity Common Warrants to purchase Comm

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Kartoon Studios, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities (the “Securities”) of the Company, inc

Form of Securities Purchase Agreement

Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Form of Series A Common Warrant

Exhibit 4.12 SERIES A COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Initial Exercise Date: , 2024 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the

Form of Common Warrant

Exhibit 4.12 COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exerc

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Kartoon Studios, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Equity Common Stock, par value $0.001 per share - previ

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Kartoon Studios, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities (the “Securities”) of the Company, inc

As filed with the Securities and Exchange Commission on November 22, 2024

Table of Contents As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.

Form of Securities Purchase Agreement

Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

KARTOON STUDIOS ACHIEVES SECOND CONSECUTIVE QUARTER OF SEQUENTIAL REVENUE GROWTH AND 57% YEAR-OVER-YEAR REDUCTION IN DIRECT OPERATING COSTS FOR Q3 2024 80% YEAR-OVER-YEAR REDUCTION IN LOSSES; COMPANY POISED FOR CONTINUED REVENUE GROWTH AND REACHING S

Exhibit 99.1 KARTOON STUDIOS ACHIEVES SECOND CONSECUTIVE QUARTER OF SEQUENTIAL REVENUE GROWTH AND 57% YEAR-OVER-YEAR REDUCTION IN DIRECT OPERATING COSTS FOR Q3 2024 80% YEAR-OVER-YEAR REDUCTION IN LOSSES; COMPANY POISED FOR CONTINUED REVENUE GROWTH AND REACHING SUSTAINED PROFITABILITY IN 2025 WITH REBOUND IN ANIMATION PRODUCTION PIPELINE AND CONTINUING PROFIT IN CHILDREN’S CHANNEL SYSTEM LARGEST R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54389 K

Results of Operations and Financial Condition

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): November 14, 2024 KARTOON STUDIOS, INC.

As filed with the Securities and Exchange Commission on October 18, 2024

Table of Contents As filed with the Securities and Exchange Commission on October 18, 2024 Registration No.

Form of Pre-Funded Warrant

Exhibit 4.10 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

Form of Securities Purchase Agreement

Exhibit 10.25 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Kartoon Studios, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities (the “Securities”) of the Company, inc

Form of Placement Agent Warrant

Exhibit 4.11 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Kartoon studios, inc. Warrant Shares: Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Kartoon Studios, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Equity Common Stock, par value $0.001 per share - previ

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Kartoon Studios, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Equity Common Stock, par value $0.001 per share Rule 45

Amendment No. 3 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated November 13, 2023

Exhibit 10.22 AMENDMENT #3 TO THE MICHAEL JAFFA AMENDED AND RESTATED EMPLOYMENT AGREEMENT Paragraph 2 of the Agreement shall be amended and replaced with the following paragraph: 2. Term. Subject to earlier termination as hereafter provided, the Executive shall be employed hereunder for a term commencing on the Effective Date and ending four (4) years thereafter, which term shall only be extended

As filed with the Securities and Exchange Commission on September 27, 2024

Table of Contents As filed with the Securities and Exchange Commission on September 27, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 KARTOO

Results of Operations and Financial Condition

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): August 14, 2024 KARTOON STUDIOS, INC.

KARTOON STUDIOS PROVIDES BUSINESS UPDATE FOR THE SECOND QUARTER OF 2024; KEY METRICS POINTING UP

KARTOON STUDIOS PROVIDES BUSINESS UPDATE FOR THE SECOND QUARTER OF 2024; KEY METRICS POINTING UP Beverly Hills, CA – August XX, 2024: Kartoon Studios (NYSE American: TOON) today provided a business update for the quarter ended June 30, 2024.

KARTOON STUDIOS IS GROWING ACROSS KEY METRICS! Now We Need to Work On Telling Our Story Better Yesterday, we filed our 10-Q quarterly report and issued our business update for the 2nd Quarter of 2024. By almost every metric Kartoon Studios is moving

ceoletterfinal KARTOON STUDIOS IS GROWING ACROSS KEY METRICS! Now We Need to Work On Telling Our Story Better Yesterday, we filed our 10-Q quarterly report and issued our business update for the 2nd Quarter of 2024.

VIA EDGAR

VIA EDGAR August 14, 2024 Ms. Nasreen Mohammed United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Kartoon Studios, Inc. Form 10-K for the Year Ended December 31, 2023 File No. 001-37950 Dear Ms. Nasreen Mohammed: This letter sets forth the responses of Kartoon Studios, Inc. (“we,” “us” or the “Company”) to the comments of the staff (the “Sta

VIA EDGAR

VIA EDGAR July 23, 2024 Ms. Nasreen Mohammed United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Kartoon Studios, Inc. Form 10-K for the Year Ended December 31, 2023 File No. 001-37950 Dear Ms. Nasreen Mohammed: This letter sets forth the responses of Kartoon Studios, Inc. (“we,” “us” or the “Company”) to the comments of the staff (the “Staff

Results of Operations and Financial Condition

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): June 21, 2024 KARTOON STUDIOS, INC.

KARTOON STUDIOS TO LAUNCH “WINNIE-THE-POOH” MEGABRAND ON AMAZON PRIME VIDEO, ALONGSIDE NATIONWIDE RETAIL PROGRAM IN PARTNERSHIP WITH ALLIANCE ENTERTAINMENT, LEADING DISTRIBUTOR OF MOVIES AND MUSIC TO MAJOR RETAILERS AND ECOMMERCE $30 MILLION JOINT VE

KARTOON STUDIOS TO LAUNCH “WINNIE-THE-POOH” MEGABRAND ON AMAZON PRIME VIDEO, ALONGSIDE NATIONWIDE RETAIL PROGRAM IN PARTNERSHIP WITH ALLIANCE ENTERTAINMENT, LEADING DISTRIBUTOR OF MOVIES AND MUSIC TO MAJOR RETAILERS AND ECOMMERCE $30 MILLION JOINT VENTURE FUNDING PROVIDED VIA NON-DILUTIVE PRODUCTION FINANCING THROUGH A SUBSIDIARY OF CATALYST VENTURE PARTNERS LARGEST PROJECT IN COMPANY HISTORY, BASED EXCLUSIVELY ON A.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) KARTOON STUDIOS, INC.

Incorporated by reference to Exhibit 99.1 the Company’s Form S-8 filed with the SEC on June 11, 2024

Amended and Restated 2020 Plan KARTOON STUDIOS, INC. 2020 INCENTIVE PLAN Article 1 Purpose and Amendment of Plan Section 1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby (a) eligible employees of the Company and its Affiliates, (b) members of the Board of the Company and its Affiliates, and (c) independent contractors providing services to

As filed with the Securities and Exchange Commission on June 11, 2024

As filed with the Securities and Exchange Commission on June 11, 2024 Registration No.

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): May 23, 2024 KARTOON STUDIOS, INC.

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): May 23, 2024 KARTOON STUDIOS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 KARTO

KARTOON STUDIOS CONTINUES EXECUTION OF GROWTH STRATEGY WITH PROFITABILITY TARGETED FOR Q2 2025; PROVIDES BUSINESS UPDATE FOR THE FIRST QUARTER OF 2024 Kartoon Channel!'s Streaming Business Achieved Profitability in the First Quarter of 2024 and Conti

KARTOON STUDIOS CONTINUES EXECUTION OF GROWTH STRATEGY WITH PROFITABILITY TARGETED FOR Q2 2025; PROVIDES BUSINESS UPDATE FOR THE FIRST QUARTER OF 2024 Kartoon Channel!'s Streaming Business Achieved Profitability in the First Quarter of 2024 and Continues Growth; User Rankings in Apple App Store Now Beat Disney+; Operational Efficiencies Expected to Drive Company-Wide Profitability Direct Operating

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): May 15, 2024 KARTOON STUDIOS, INC.

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): May 15, 2024 KARTOON STUDIOS, INC.

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): April 19, 2024 KARTOON STUDIOS, INC

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): April 19, 2024 KARTOON STUDIOS, INC.

Securities Purchase Agreement, dated April 18, 2024, by and between Kartoon Studios, Inc. and each purchaser identified therein

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2024, between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Kartoon Studios Inc. Completes First Tranche of Registered Direct Offering of Common Stock and Pre-Funded Warrants for up to $7.0 Million; Closes Initial Purchase of $4.0 Million of Common Stock and Pre-Funded Warrants

Exhibit 99.1 Kartoon Studios Inc. Completes First Tranche of Registered Direct Offering of Common Stock and Pre-Funded Warrants for up to $7.0 Million; Closes Initial Purchase of $4.0 Million of Common Stock and Pre-Funded Warrants BEVERLY HILLS, Calif., April 23, 2024 (GLOBE NEWSWIRE) – Kartoon Studios Inc. (NYSE American: TOON) (“Kartoon Studios” or the “Company”), a global end-to-end creator, p

Kartoon Studios Inc. Announces Pricing of up to $7 Million Registered Direct Offering of Common Stock

Exhibit 99.2 Kartoon Studios Inc. Announces Pricing of up to $7 Million Registered Direct Offering of Common Stock BEVERLY HILLS, CA, April 18, 2024 (GLOBE NEWSWIRE) – Kartoon Studios Inc. (NYSE American: TOON) (“Kartoon Studios” or the “Company”), a global end-to-end creator, producer, distributor, marketer, and licensor of entertainment brands, today announced the pricing of a registered direct

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): April 18, 2024 KARTOON STUDIOS, INC

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): April 18, 2024 KARTOON STUDIOS, INC.

Form of Pre-Funded Warrant

PRE-FUNDED COMMON STOCK PURCHASE WARRANT KARTOON STUDIOS, INC. Warrant Shares: [] Issue Date: April [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “I

Kartoon Studios - Securities Purchase Agreement, dated April 18, 2024, by and between Kartoon Studios, Inc. and each purchaser identified therein

Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 18, 2024, between Kartoon Studios, Inc.

KARTOON STUDIOS, INC. Up to $7,000,000 in Shares of Common Stock and/or Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276259 PROSPECTUS SUPPLEMENT (to Prospectus dated January 5, 2024) KARTOON STUDIOS, INC. Up to $7,000,000 in Shares of Common Stock and/or Pre-Funded Warrants We are offering shares of our common stock, $0.001 par value per share, and/or pre-funded warrants to purchase common stock (“Pre-funded Warrants”) at an aggregate offering price of up to

Placement Agent Agreement, dated as of April 18, 2024, by and between Kartoon Studios, Inc. and EF Hutton LLC

Execution Version April 18, 2024 PERSONAL AND CONFIDENTIAL Andy Heyward Chief Executive Officer Kartoon Studios, Inc.

KARTOON STUDIOS UNVEILS ‘GADGET A.I.’ INTEGRATED AI TOOLKIT DEVELOPED ON NVIDIA OMNIVERSE SET TO REVOLUTIONIZE ANIMATION PRODUCTION AND DISTRIBUTION FOR THE COMPANY The AI Initiative Aims to Save 75% of Current Animation Production Costs While Creati

Exhibit 99.1 KARTOON STUDIOS UNVEILS ‘GADGET A.I.’ INTEGRATED AI TOOLKIT DEVELOPED ON NVIDIA OMNIVERSE SET TO REVOLUTIONIZE ANIMATION PRODUCTION AND DISTRIBUTION FOR THE COMPANY The AI Initiative Aims to Save 75% of Current Animation Production Costs While Creating Dramatic Speed-to-Market Efficiencies Beverly Hills, CA; April 16, 2024: Kartoon Studios (NYSE American: TOON) today announced the dev

KARTOON STUDIOS’ PARTNERS WITH WORLD’S LARGEST DIGITAL COLLECTIBLES PLATFORM, VEVE, AND MULTIVERSE CLOTHING COMPANY INC. FOR FIRST EVER LINE OF STAN LEE LIMITED-EDITION “PHYGITAL” COLLECTIONS Collections Include Original Art from Contemporary Artists

Exhibit 99.1 KARTOON STUDIOS’ PARTNERS WITH WORLD’S LARGEST DIGITAL COLLECTIBLES PLATFORM, VEVE, AND MULTIVERSE CLOTHING COMPANY INC. FOR FIRST EVER LINE OF STAN LEE LIMITED-EDITION “PHYGITAL” COLLECTIONS Collections Include Original Art from Contemporary Artists- Rob Prior, Burton Morris, and Punk Me Tender- Who are Creating New Art for Stan Lee Universe 1 Beverly Hills, California – April XX, 20

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): April 16, 2024 KARTOON STUDIOS, INC

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): April 16, 2024 KARTOON STUDIOS, INC.

NITED 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): April 15, 2024 KARTOON STUDIOS, INC.

NITED 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): April 15, 2024 KARTOON STUDIOS, INC.

KARTOON STUDIOS’ KARTOON CHANNEL! STREAMING BUSINESS HITS PROFITABILITY MILESTONE Record Breaking Subscriber Numbers in both January and February Surpassing Previous All-Time Highs Free Trials and Conversions to Paid Subscriptions Soared by Nearly 50

Exhibit 99.3 KARTOON STUDIOS’ KARTOON CHANNEL! STREAMING BUSINESS HITS PROFITABILITY MILESTONE Record Breaking Subscriber Numbers in both January and February Surpassing Previous All-Time Highs Free Trials and Conversions to Paid Subscriptions Soared by Nearly 50% in February Compared to the Same Month Last Year 1 Beverly Hills, CA; April 11, 2024: Kartoon Studios (NYSE American: TOON) today annou

KARTOON STUDIOS ANNOUNCES MAJOR EXPANSION OF STAN LEE BUSINESS WITH LAUNCH OF DEDICATED STAN LEE STORE ON AMAZON.COM Powered by Meteor, Store Goes Live Today, Delivering Broad Range of Products

Exhibit 99.1 KARTOON STUDIOS ANNOUNCES MAJOR EXPANSION OF STAN LEE BUSINESS WITH LAUNCH OF DEDICATED STAN LEE STORE ON AMAZON.COM Powered by Meteor, Store Goes Live Today, Delivering Broad Range of Products 1 Beverly Hills, California – April 10, 2024: Kartoon Studios (NYSE AMERICAN:TOON), the controlling partner of “Stan Lee Universe, LLC,” launches a new dedicated Stan Lee storefront on Amazon,

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): April 10, 2024 KARTOON STUDIOS, INC

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): April 10, 2024 KARTOON STUDIOS, INC.

KARTOON STUDIOS LAUNCHES “STAN LEE PRESENTS” ON YOUTUBE Newly Branded Global Channel with 300,000+ Subscribers Pays Tribute to Stan Lee, Offering Exclusive Content from and Inspired by the “Godfather of Comics” “Stan Lee Presents” Channel Curated by

Exhibit 99.2 KARTOON STUDIOS LAUNCHES “STAN LEE PRESENTS” ON YOUTUBE Newly Branded Global Channel with 300,000+ Subscribers Pays Tribute to Stan Lee, Offering Exclusive Content from and Inspired by the “Godfather of Comics” “Stan Lee Presents” Channel Curated by Stan’s Longtime Collaborators, Including Originator and Executive Producer of the Batman Movie Franchise, Michael Uslan 1 Beverly Hills,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Amendment No. 3 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated November 13, 2023

List of Subsidiaries of the Company

Exhibit 21.1 SUBSIDIARIES OF KARTOON STUDIOS, INC. Name of Subsidiary State or Jurisdiction of Incorporation Wow Unlimited Media, Inc. British Columbia The Beacon Media Group, LLC New Jersey The Beacon Communications Group Ltd. Ontario

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 KARTOON ST

Results of Operations and Financial Condition

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): April 9, 2024 KARTOON STUDIOS, INC.

KARTOON STUDIOS REPORTS STRONG PROGRESS AND PROVIDES BUSINESS UPDATE FOR THE FOURTH QUARTER AND FULL YEAR OF 2023 Projected Growth and Cost Saving Initiatives Driving Company Towards Profitability as Animated Characters, Catalogue of Animated Episode

Exhibit 99.1 KARTOON STUDIOS REPORTS STRONG PROGRESS AND PROVIDES BUSINESS UPDATE FOR THE FOURTH QUARTER AND FULL YEAR OF 2023 Projected Growth and Cost Saving Initiatives Driving Company Towards Profitability as Animated Characters, Catalogue of Animated Episodes, and Broadcast Assets, All Grow Under New CFO, Q4 2023 Direct Operating Costs Reduced by Over 70% Year-Over-Year and 54% Sequentially,

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): April 03, 2024 KARTOON STUDIOS, INC.

(incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 9, 2024)

Exhibit 97.1 USACTIVE-172953588.1-JGAROMAT KARTOON STUDIOS, INC. CLAWBACK POLICY Purpose Kartoon Studios, Inc. (the “Company”) is establishing this policy to align the interests of executive officers of the Company with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 001-37950 CUSIP NUMBER: 37229T 509 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Kartoon Studios and Penguin Young Readers Launch New “Llama Llama” Merchandise Retail Promotional and Charitable Program at Kohl’s First Products Launch in February 2024 with Second Promotion Planned for April 2024 in Kohl’s Stores Nationwide and Koh

February 12, 2024 Kartoon Studios and Penguin Young Readers Launch New “Llama Llama” Merchandise Retail Promotional and Charitable Program at Kohl’s First Products Launch in February 2024 with Second Promotion Planned for April 2024 in Kohl’s Stores Nationwide and Kohls.

Kartoon Studios’ Kids Media and Marketing Agency, Beacon Media Group, Grows Revenues, Client Base, and Delivers Successful Campaign Results in 2023

February 13, 2024 Kartoon Studios’ Kids Media and Marketing Agency, Beacon Media Group, Grows Revenues, Client Base, and Delivers Successful Campaign Results in 2023 Beacon Expands Leadership in Toy Market, While Expanding into Non-Toy Category Pre-Easter and Spring Initiatives Expected to Provide a Solid Start to 2024 BEVERLY HILLS, Calif.

Kartoon Channel! Achieves Record Revenue, Subscriber Growth, and Global Coverage Kartoon Channel! U.S. Paid Subscribers Increased in 2023, with New Trials More Than Doubling in Q4 Kartoon Channel! International Market Penetration Increases with Dedic

February 13, 2024 Kartoon Channel! Achieves Record Revenue, Subscriber Growth, and Global Coverage Kartoon Channel! U.

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): February 12, 2024 KARTOON STUDIOS,

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): February 12, 2024 KARTOON STUDIOS, INC.

Kartoon Studios and Penguin Young Readers Launch New “Llama Llama” Merchandise Retail Promotional and Charitable Program at Kohl’s First Products Launch in February 2024 with Second Promotion Planned for April 2024 in Kohl’s Stores Nationwide and Koh

February 12, 2024 Kartoon Studios and Penguin Young Readers Launch New “Llama Llama” Merchandise Retail Promotional and Charitable Program at Kohl’s First Products Launch in February 2024 with Second Promotion Planned for April 2024 in Kohl’s Stores Nationwide and Kohls.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 KARTOON STUDIOS, INC.

Kartoon Studios’ Kids Media and Marketing Agency, Beacon Media Group, Grows Revenues, Client Base, and Delivers Successful Campaign Results in 2023

February 13, 2024 Kartoon Studios’ Kids Media and Marketing Agency, Beacon Media Group, Grows Revenues, Client Base, and Delivers Successful Campaign Results in 2023 Beacon Expands Leadership in Toy Market, While Expanding into Non-Toy Category Pre-Easter and Spring Initiatives Expected to Provide a Solid Start to 2024 BEVERLY HILLS, Calif.

Kartoon Channel! Achieves Record Revenue, Subscriber Growth, and Global Coverage Kartoon Channel! U.S. Paid Subscribers Increased in 2023, with New Trials More Than Doubling in Q4 Kartoon Channel! International Market Penetration Increases with Dedic

February 13, 2024 Kartoon Channel! Achieves Record Revenue, Subscriber Growth, and Global Coverage Kartoon Channel! U.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 24, 2024 KARTOON STUDIOS, INC.

Letter from Mazars USA LLP, dated January 30, 2024

Exhibit 16.1 January 30, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Kartoon Studios, Inc. included under item 4.01 of its Form 8-K dated January 30, 2024, to be filed with the Securities and Exchange Commission. We agree with the statements concerning Mazars USA LLP therein. Very truly yours, /s/ Mazars USA LL

KARTOON STUDIOS, INC. 4,784,909 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) File No. 333-273427 PROSPECTUS KARTOON STUDIOS, INC. 4,784,909 Shares of Common Stock This prospectus relates to the possible resale by the selling stockholders named in this prospectus (the “selling stockholders”) of an aggregate of up to 4,784,909 shares of common stock of Kartoon Studios, Inc. (“we,” “us” or the “Company”), par value $0.001 per

Kartoon Studios, Inc. 190 N. Canon Drive, 4th Fl. Beverly Hills, CA 90210

Kartoon Studios, Inc. 190 N. Canon Drive, 4th Fl. Beverly Hills, CA 90210 January 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: Kartoon Studios, Inc. Registration Statement on Form S-3 Initially filed on July 26, 2023 File No. 333-273427 Acceleration Request Ladies and Gentlemen: Pursuant to Rule 4

As filed with the Securities and Exchange Commission on January 12, 2024

As filed with the Securities and Exchange Commission on January 12, 2024 Registration No.

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 9, 2024 KARTOON STUDIOS, IN

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 9, 2024 KARTOON STUDIOS, INC.

KARTOON STUDIOS, INC. Common Stock Preferred Stock Debt Securities

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-276259 KARTOON STUDIOS, INC. $75,000,000 Common Stock Preferred Stock Warrants Debt Securities Rights Units This prospectus relates to the offer and sale, from time to time, by Kartoon Studios, Inc. (“we,” “us” or the “Company”), in one or more offerings, any combination of common stock (as defined below), preferred stock, warrants,

Kartoon Studios, Inc. 190 N. Canon Drive, 4th Fl. Beverly Hills, CA 90210

Kartoon Studios, Inc. 190 N. Canon Drive, 4th Fl. Beverly Hills, CA 90210 January 3, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: Kartoon Studios, Inc. Registration Statement on Form S-3 Initially filed on December 22, 2023 File No. 333-276259 Acceleration Request Ladies and Gentlemen: Pursuant to Rul

Form of Indenture for Subordinated Debt Securities

EXHIBIT 4.5 KARTOON STUDIOS, INC. Company AND [TRUSTEE] Trustee INDENTURE Dated as of [·], 20[·] Subordinated Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities. 5 Section 2.02 Form of Securities and Trustee’s Certifi

As filed with the Securities and Exchange Commission on December 22, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Kartoon Studios, Inc.

Form of Indenture for Senior Debt Securities

EXHIBIT 4.4 KARTOON STUDIOS, INC. Issuer AND [TRUSTEE] Trustee INDENTURE Dated as of [·], 20[·] Senior Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee’s Certificate. 6

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): December 14, 2023 KARTOON STUDIOS,

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): December 14, 2023 KARTOON STUDIOS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 K

As filed with the Securities and Exchange Commission on November 17, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 17, 2023 Registration No.

Business Entity - Filing Acknowledgement 11/09/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023110900760 - 3273191 20233615944 Certificate Pursuant to NRS 78.209 11/09/2023 12:13:18 PM 2 Indexed Entity

Exhibit 3.4 Business Entity - Filing Acknowledgement 11/09/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023110900760 - 3273191 20233615944 Certificate Pursuant to NRS 78.209 11/09/2023 12:13:18 PM 2 Indexed Entity Information: Entity ID: E0515682011 - 9 Entity Status: Active Entity Name: Kartoon Studios, Inc. Expiration Date: None Commercial Register

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-37950 CUSIP NUMBER 37229T 509 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T

Certificate of Change to the Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on November 9, 2023

Exhibit 3.1 Business Entity - Filing Acknowledgement 11/09/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023110900760 - 3273191 20233615944 Certificate Pursuant to NRS 78.209 11/09/2023 12:13:18 PM 2 Indexed Entity Information: Entity ID: E0515682011 - 9 Entity Status: Active Entity Name: Kartoon Studios, Inc. Expiration Date: None Commercial Register

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): November 9, 2023 KARTOON STUDIOS, I

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): November 9, 2023 KARTOON STUDIOS, INC.

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): November 1, 2023 KARTOON STUDIOS, I

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): November 1, 2023 KARTOON STUDIOS, INC.

Letter from Baker Tilly US, LLP, dated October 27, 2023

Exhibit 16.1 October 27, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Kartoon Studios, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated Oc

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): October 23, 2023 KARTOON STUDIOS, I

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): October 23, 2023 KARTOON STUDIOS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): September 27, 2023 KARTOON STUDIOS,

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): September 27, 2023 KARTOON STUDIOS, INC.

Employment Agreement between Kartoon Studios, Inc. and Brian Parisi, effective as of September 27, 2023

Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT, made as of this 27th day of September, 2023 (the “Effective Date”), by and between Kartoon Studios, Inc., a company formed under the laws of the State of Nevada, with its principal place of business at 190 N. Canon Drive, 4th Floor, Beverly Hills, CA 90210 ("Company"), and Brian Parisi, residing at ("Executive") (c/o Vaco, Attention: Adam Rudman, Managi

First Amendment to the Bylaws of the Company

Exhibit 3.2 FIRST AMENDMENT TO BYLAWS OF KARTOON STUDIOS, INC. (a Nevada corporation) The By-laws (the “By-Laws”) of Kartoon Studios, Inc. (f/k/a Genius Brands International, Inc.), a Nevada corporation (the “Corporation”), are hereby amended as follows, effective upon the execution of this amendment by the Secretary of the Company: Section 7 (I) of Article I of the By-laws of the Corporation is h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KARTOON STUDIOS, INC. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KARTOON STUDIOS, INC. (Exact name of registrant as specified in its charter) Nevada 20-4118216 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 190

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): September 21, 2023 KARTOON STUDIOS, INC.

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): September 20, 2023 KARTOON STUDIOS,

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): September 20, 2023 KARTOON STUDIOS, INC.

Certificate of Designation of Series C Preferred Stock of the Company, dated September 25, 2023

Exhibit 3.1 Business Entity - Filing Acknowledgement 09/25/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023092500938 - 3168446 20233507436 Certificate of Designation 9/25/2023 10:43:00 AM 9 Indexed Entity Information: Entity ID: E0515682011 - 9 Entity Status: Active Entity Name: Kartoon Studios, Inc. Expiration Date: None Commercial Registered Agent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): August 25, 2023 KARTOON STUDIOS, IN

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): August 25, 2023 KARTOON STUDIOS, INC.

Termination of Lease Agreement, dated July 26, 2023 by and between Lyndhurst Investments, LLC. and Beacon Media Group

ex-102earlyterminationof

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 KARTOO

Amended and Restated Bylaws of Kartoon Studios, Inc.

Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF KARTOON STUDIOS, INC. (Adopted June 23, 2023) Article I – OFFICES Section 1. The registered office of Kartoon Studios, Inc. (the “Corporation”) in the State of Delaware is 2140 S Dupont Highway, Camden, Delaware 19934, Kent County. The name of its registered agent at such address is Paracorp Incorporated. Section 2. The Corporation may have such offices w

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Kartoon Studios, Inc.

As filed with the Securities and Exchange Commission on July 25, 2023

Table of Contents As filed with the Securities and Exchange Commission on July 25, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): June 27, 2023 KARTOON STUDIOS, INC.

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): June 27, 2023 KARTOON STUDIOS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): June 23, 2023 KARTOON STUDIOS, INC.

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): June 23, 2023 KARTOON STUDIOS, INC.

KARTOON STUDIOS, INC. 3,974,050 Shares of Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus dated February 9, 2021) KARTOON STUDIOS, INC.

Form of New Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Letter Agreement

Exhibit 10.1 KARTOON STUDIOS, INC. June 26, 2023 Holder of Common Stock Purchase Warrant Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.) (the “Company”) is pleased to offer to you the opportunity to exercise all of the Common Stock Purchase Warrants set forth on the signature page hereto (the “

Agreement and Plan of Merger dated June 21, 2023

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 21, 2023, is entered into between Genius Brands International, Inc., a Nevada corporation (the “Company”) and Kartoon Studios, Inc., a Nevada corporation (“Subsidiary”). RECITALS WHEREAS, Subsidiary is the wholly-owned subsidiary of the Company; WHEREAS, the sole purpo

Articles of Merger of Kartoon Studios, Inc. into the Company

Exhibit 3.1 Business Entity - Filing Acknowledgement 06/22/2023 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2023062201392 - 2986287 20233301583 Articles of Merger 06/22/2023 13:17:41 PM 6 Indexed Entity Information: Entity ID: E0515682011 - 9 Entity Status: Active Entity Name: Kartoon Studios, Inc. Expiration Date: None Commercial Registered Agent PARACOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37950 Issuer: GENIUS BRANDS INTERNATIONAL, INC. Exchange: The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENIUS BRANDS INTERNATIONAL, INC.* (Exact name of registrant as specified in its charter) Nevada 20-4118216 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identific

GENIUS BRANDS ANNOUNCES NAME CHANGE TO 'KARTOON STUDIOS'; SET TO TRANSFER LISTING TO NYSE AMERICAN UNDER NEW TICKER SYMBOL, ‘TOON’ Rebrand Reflects Company’s Growth and Focus on Production, Distribution and Licensing of Multi-Platform Animated Entert

Exhibit 99.1 GENIUS BRANDS ANNOUNCES NAME CHANGE TO 'KARTOON STUDIOS'; SET TO TRANSFER LISTING TO NYSE AMERICAN UNDER NEW TICKER SYMBOL, ‘TOON’ Rebrand Reflects Company’s Growth and Focus on Production, Distribution and Licensing of Multi-Platform Animated Entertainment Content for Children and Families ‘STAN LEE’ to Ring Opening Bell on June 26th 1 Beverly Hills CA, June 13, 2023 – Genius Brands

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): June 13, 2023 GENIUS BRANDS INTERNA

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): June 13, 2023 GENIUS BRANDS INTERNATIONAL, INC.

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): May 22, 2023

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): May 22, 2023 Nevada (State or other jurisdiction of incorporation or organization) 001-37950 (Commission File Number) 20-4118216 (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 GENIU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37950

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37950 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on

GENIUS BRANDS FILES FORM 10-K ANNUAL REPORT Provides Business Update CEO Letter

Exhibit 99.1 GENIUS BRANDS FILES FORM 10-K ANNUAL REPORT Provides Business Update CEO Letter BEVERLY HILLS, Calif.- April 13, 2023: Genius Brands International, Inc. (“Genius Brands”) (NASDAQ: GNUS), a global brand management company that creates and licenses multimedia entertainment content for children, today announced that the Company had filed its Annual Report on Form 10-K with the US Securit

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): April 13, 2023 GENIUS BRANDS INTERN

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): April 13, 2023 GENIUS BRANDS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 GENIUS BRA

Amendment No. 3 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated November 22, 2021

ex-1029amendment3totheem

Employment Agreement between Wow Unlimited Media Inc. and Michael Hirsh dated April 7, 2022

ex-1034employmentagreeme EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of April 7, 2022 (the "Effective Date").

Amendment No. 1 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated February 22, 2021

ex-1027amend1totheemploy

Amendment No. 4 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated August 25, 2022

ex-1035amendment4totheem

Amendment No. 2 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated January 8, 2023

ex-1036amendment2totheem

Amendment No. 2 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated June 23, 2021

EX-10.28 3 ex-1028amendment2totheem.htm EX-10.28 AMENDMENT #2 TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT Paragraph 7.3 of the Agreement shall be amended and replaced with the following paragraph: 7.3 Materials. Executive agrees that all ideas, plans and materials prepared by Executive in the course of his employment by the Company (collectively, the “Materials”) during the term of this Agree

Amendment No. 5 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated February 27, 2023

ex-1037amendment5totheem

Amendment No. 1 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated December 16, 2021

ex-1033amendment1totheem

Results of Operations and Financial Condition

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): April 3, 2023 GENIUS BRANDS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37950

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37950 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report

GENIUS BRANDS ANNOUNCES 691% INCREASE IN REVENUE FOR 2022 Synergies From WOW and Other Acquisitions Driving Revenue Growth Secured Multi-Million Dollar Investment from TOHO International to Acquire 50% Ownership in Select Content and Consumer Product

Exhibit 99.1 GENIUS BRANDS ANNOUNCES 691% INCREASE IN REVENUE FOR 2022 Synergies From WOW and Other Acquisitions Driving Revenue Growth Secured Multi-Million Dollar Investment from TOHO International to Acquire 50% Ownership in Select Content and Consumer Products Advancing Rollout of “SHAQ’S GARAGE,” “BLUE ORIGIN SPACE RANGERS,” and “WOLFGANG PUCK’S SECRET CHEF ACADEMY,” Among Others Leveraging A

Regulation FD Disclosure

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): March 13, 2023 GENIUS BRANDS INTERNATIONAL, INC.

Other Events

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): February 28, 2023 GENIUS BRANDS INTERNATIONAL, INC.

Genius Brands International Announces 1-for-10 Reverse Stock Split to Maintain Compliance with Nasdaq Continued Listing Requirements

Exhibit 99.1 Genius Brands International Announces 1-for-10 Reverse Stock Split to Maintain Compliance with Nasdaq Continued Listing Requirements BEVERLY HILLS, Calif., February 10, 2023 (GLOBE NEWSWIRE) - Genius Brands International, Inc. (“Genius Brands” or the “Company”) (Nasdaq: GNUS), a global brand management company that creates and licenses multimedia entertainment content for children, an

Certificate of Change to the Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on February 9, 2023

Exhibit 3.1 Certificate of Change Pursuant to NRS 78.209 1. Entity Information: Name of entity as on file with the Nevada Secretary of State: Genius Brands International, Inc. Entity or Nevada Business Identification Number (NVID): NV20111597664 2. Current Authorized Shares: The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the cha

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): February 9, 2023 GENIUS BRANDS INTE

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): February 9, 2023 GENIUS BRANDS INTERNATIONAL, INC.

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 23, 2023 GENIUS BRANDS INTE

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 23, 2023 GENIUS BRANDS INTERNATIONAL, INC.

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 December 12, 2022 Date of Report (Date of earliest event reported) GENIUS BRANDS INTE

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 December 12, 2022 Date of Report (Date of earliest event reported) GENIUS BRANDS INTERNATIONAL, INC.

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 October 18, 2022 Date of Report (Date of earliest event reported) GENIUS BRANDS INTER

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 October 18, 2022 Date of Report (Date of earliest event reported) GENIUS BRANDS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 September 1, 2022 Date of Report (Date of earliest event reported) GENIUS BRANDS INTERNATIONAL, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 17, 2022 Date of Report (Date of earliest event reported) GENIUS BRANDS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-5

GENIUS BRANDS ANNOUNCES 843% REVENUE GROWTH TO A RECORD $21.2 MILLION FOR THE 2ND QUARTER OF 2022

EX-99.1 2 geniusex9901.htm PRESS RELEASE Exhibit 99.1 GENIUS BRANDS ANNOUNCES 843% REVENUE GROWTH TO A RECORD $21.2 MILLION FOR THE 2ND QUARTER OF 2022 Acquisitions of WOW!, Ameba, Frederator Channel, and a Strategic Investment in Germany’s YFE, Grows Company from 100 to 900 Employees, with Offices in New York, Toronto, Vancouver, Munich and London; Creates a Global Children’s Entertainment Leader

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

Other Events

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): July 18, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 3, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 23, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Regulation FD Disclosure

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): June 23, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On April 7, 2022, Genius Brands International, Inc. (?Genius?, the ?Company? or ?we?) completed the acquisition of Wow Unlimited Media Inc. (?Wow?). The following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated financial statements of Genius and Wow and is i

Condensed Interim Consolidated Financial Statements of Wow Unlimited Media Inc. For the three months ended March 31, 2022 and 2021

Exhibit 99.2 Condensed Interim Consolidated Financial Statements of Wow Unlimited Media Inc. For the three months ended March 31, 2022 and 2021 (Unaudited) Wow Unlimited Media Inc. Condensed Interim Consolidated Statements of Financial Position As at March 31, 2022 and December 31, 2021 (Unaudited) Expressed in Canadian dollars Note March 31, 2022 December 31, 2021 ASSETS Current Cash and cash equ

Consolidated Financial Statements of Wow Unlimited Media Inc. December 31, 2021 and 2020

Exhibit 99.1 Consolidated Financial Statements of Wow Unlimited Media Inc. December 31, 2021 and 2020 1 INDEPENDENT AUDITORS? REPORT The Board of Directors Wow Unlimited Media Inc. Opinion We have audited the consolidated financial statements of Wow Unlimited Media Inc. and its subsidiaries (the Company), which comprise the consolidated statements of financial position as of December 31, 2021 and

Regulation FD Disclosure

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): June 9, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Genius Brands International, Inc. 190 N. Canon Drive, 4th Fl. Beverly Hills, CA 90210

Genius Brands International, Inc. 190 N. Canon Drive, 4th Fl. Beverly Hills, CA 90210 May 27, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3561 Washington, D.C. 20549 Re: Genius Brands International, Inc. Registration Statement on Form S-1 Filed on May 12, 2022 File No. 333-264870 Acceleration Request Ladies and Gentlemen: Pursuant

Genius Brands Signs 20-Year Deal with Disney and Marvel Studios to License “Stan Lee” for Use in Future Feature Films, Television Productions, Disney Theme Parks and Merchandise

Exhibit 99.1 Genius Brands Signs 20-Year Deal with Disney and Marvel Studios to License “Stan Lee” for Use in Future Feature Films, Television Productions, Disney Theme Parks and Merchandise Beverly Hills, CA – May 18, 2022 – “Stan Lee Universe,” Genius Brands International’s “Genius Brands” (NASDAQ: GNUS) controlled venture with POW! Entertainment has signed a 20-year deal with Marvel Studios to

Regulation FD Disclosure

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): May 18, 2022 GENIUS BRANDS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Genius Brands International, Inc.

As filed with the Securities and Exchange Commission on May 11, 2022

As filed with the Securities and Exchange Commission on May 11, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 17, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Certificate of Designation of Series B Preferred Stock

Exhibit 3.1 Business Entity - Filing Acknowledgement 03/28/2022 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2022032800906 - 2011601 20222203672 Certificate of Designation 3/25/2022 4:36:00 PM 4 Indexed Entity Information: Entity ID: E0515682011 - 9 Entity Name: GENIUS BRANDS INTERNATIONAL, INC. Expiration Date: None Entity Status: Active Commercial Regist

Genius Brands Announces 217% Increase in Revenue to $7.9 Million for 2021 Versus $2.5 Million for 2020 Expects to Imminently Announce Close of WOW! Acquisition WOW! Achieved Revenue of USD $64.2 Million in 2021* CEO Andy Heyward Provides Letter to Sh

Exhibit 99.1 Genius Brands Announces 217% Increase in Revenue to $7.9 Million for 2021 Versus $2.5 Million for 2020 Expects to Imminently Announce Close of WOW! Acquisition WOW! Achieved Revenue of USD $64.2 Million in 2021* CEO Andy Heyward Provides Letter to Shareholders and Sneak Peak of ?Shaq?s Garage? Video BEVERLY HILLS, Calif.; April 6, 2022: Genius Brands International, Inc. (?Genius Brand

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): April 11, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Genius Brands Completes Acquisition of WOW! Unlimited Media Inc., Creating Global Animation and Streaming Powerhouse WOW! 2021 Revenues $64 Million USD and $6 Million USD of EBITDA WOW! Mainframe Studios’ Clients Include Netflix, Mattel, Sony, Hulu,

Exhibit 99.1 Genius Brands Completes Acquisition of WOW! Unlimited Media Inc., Creating Global Animation and Streaming Powerhouse WOW! 2021 Revenues $64 Million USD and $6 Million USD of EBITDA WOW! Mainframe Studios’ Clients Include Netflix, Mattel, Sony, Hulu, Peacock, DreamWorks Animation, Moonbug and Others, Encompassing Programs such as “CocoMelon,” “Barbie Dreamhouse,” “Madagascar: A Little

Genius Brands Completes Acquisition of WOW! Unlimited Media Inc., Creating Global Animation and Streaming Powerhouse WOW! 2021 Revenues $64 Million USD and $6 Million USD of EBITDA WOW! Mainframe Studios’ Clients Include Netflix, Mattel, Sony, Hulu,

Exhibit 99.1 Genius Brands Completes Acquisition of WOW! Unlimited Media Inc., Creating Global Animation and Streaming Powerhouse WOW! 2021 Revenues $64 Million USD and $6 Million USD of EBITDA WOW! Mainframe Studios? Clients Include Netflix, Mattel, Sony, Hulu, Peacock, DreamWorks Animation, Moonbug and Others, Encompassing Programs such as ?CocoMelon,? ?Barbie Dreamhouse,? ?Madagascar: A Little

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 7, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Genius Brands Announces 217% Increase in Revenue to $7.9 Million for 2021 Versus $2.5 Million for 2020 Expects to Imminently Announce Close of WOW! Acquisition WOW! Achieved Revenue of USD $64.2 Million in 2021* CEO Andy Heyward Provides Letter to Sh

Exhibit 99.1 Genius Brands Announces 217% Increase in Revenue to $7.9 Million for 2021 Versus $2.5 Million for 2020 Expects to Imminently Announce Close of WOW! Acquisition WOW! Achieved Revenue of USD $64.2 Million in 2021* CEO Andy Heyward Provides Letter to Shareholders and Sneak Peak of ?Shaq?s Garage? Video BEVERLY HILLS, Calif.; April 6, 2022: Genius Brands International, Inc. (?Genius Brand

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 6, 2022 GENIUS BRANDS INTERNATIONAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54389 GENIUS BRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37950

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37950 (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 25, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 4, 2022 GENIUS BRANDS INTERNATIONAL, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 9, 2021 GENIUS BRANDS INTERNATIONAL, INC.

Stock Option Grant Notice and Stock Option Grant Agreement between Genius Brands International, Inc. and Zrinka Dekic dated December 9, 2021

Exhibit 10.2 GENIUS BRANDS INTERNATIONAL, INC. 2020 INCENTIVE PLAN STOCK OPTION GRANT NOTICE Genius Brands International, Inc. (the ?Company?), pursuant to its 2020 Incentive Plan (the ?Plan?), hereby grants to Optionholder an option to purchase the number of shares of the Company?s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in t

Employment Agreement, dated as of December 13, 2021, by and between Genius Brands International, Inc. and Zrinka Dekic

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of this 13th day of December 2021 (the ?Effective Date?), by and between Genius Brands International, Inc., a company formed under the laws of the State of Nevada, with its principal place of business at 190 N. Canon Drive, 4th Floor, Beverly Hills, CA 90210 (the ?Company?), and Zrinka Dekic

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 13, 2021 GENIUS BRANDS INTERNATIONAL, INC.

GENIUS BRANDS APPOINTS FINANCIAL MARKETS AND ENTERTAINMENT INDUSTRY EXECUTIVE ZRINKA DEKIC AS CHIEF FINANCIAL OFFICER

Exhibit 99.1 GENIUS BRANDS APPOINTS FINANCIAL MARKETS AND ENTERTAINMENT INDUSTRY EXECUTIVE ZRINKA DEKIC AS CHIEF FINANCIAL OFFICER Beverly Hills, CA; December 13, 2021 ? Following a major year of expansion with the recently announced acquisition of Canada?s WOW! Unlimited Media, Inc., and a major stake in Germany?s Your Family Entertainment AG, Genius Brands International, Inc. (?Genius Brands? or

Share Purchase Agreement, dated of December 1, 2021, by and the Company and F&M Film-und Medien Beteiligungs GmbH

Exhibit 10.1 SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT between F&M Film- und Medien Beteiligungs GmbH, a limited liability company organized under the laws of Austria, with its registered seat (Sitz) in 1010 Wien, Wollzeile 6/8, Austria and registered with the company register (Firmenbuch) under docket number FN 267730 x. - hereinafter referred to as "Seller" - and Genius Brands Internatio

Shareholder Agreement, dated as of December 1, 2021 among the Company and F&M Film-und Medien Beteiligungs GmbH

Exhibit 10.2 SHAREHOLDER AGREEMENT SHAREHOLDER AGREEMENT between F&M Film- und Medien Beteiligungs GmbH, a limited liability company organized under the laws of Austria, with its registered seat (Sitz) in 1010 Wien, Wollzeile 6/8, Austria and registered with the company register (Firmenbuch) under docket number FN 267730 x the "Shareholder 1" and Genius Brands International, Inc., is a corporation

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 1, 2021 GENIUS BRANDS INTERNATIONAL, INC.

Regulation FD Disclosure

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): December 2, 2021 GENIUS BRANDS INTERNATIONAL, INC.

GENIUS BRANDS ANNOUNCES STRATEGIC INVESTMENT IN GERMANY'S ‘YOUR FAMILY ENTERTAINMENT AG’ TAKING CONTROL OF ONE OF EUROPE’S LARGEST ANIMATION CATALOGUES AND CHILDREN’S BROADCASTERS Plan to Rebrand Munich-Based Company as Genius Family Entertainment AG

Exhibit 99.1 GENIUS BRANDS ANNOUNCES STRATEGIC INVESTMENT IN GERMANY'S ?YOUR FAMILY ENTERTAINMENT AG? TAKING CONTROL OF ONE OF EUROPE?S LARGEST ANIMATION CATALOGUES AND CHILDREN?S BROADCASTERS Plan to Rebrand Munich-Based Company as Genius Family Entertainment AG, which will Continue to Trade on the Frankfurt Stock Exchange (FRA:RTV) YFE Controls Over 4,000 Animated Episodes and Feature Films, wit

Genius Brands Announces 585% Year-Over-Year Increase in Revenue for the Third Quarter of 2021 Transformational Acquisition of WOW! Unlimited Media On Track; WOW!’s Last-Twelve-Months Revenues (as of June 30, 2021) were $56 Million Reports $130.2 Mill

Exhibit 99.1 Genius Brands Announces 585% Year-Over-Year Increase in Revenue for the Third Quarter of 2021 Transformational Acquisition of WOW! Unlimited Media On Track; WOW!?s Last-Twelve-Months Revenues (as of June 30, 2021) were $56 Million Reports $130.2 Million of Cash, Cash Equivalents, and Marketable Securities CEO Andy Heyward Provides Letter to Shareholders with Business Update Detailing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Regulation FD Disclosure

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): November 15, 2021 GENIUS BRANDS INTERNATIONAL, INC.

Arrangement Agreement dated as of October 26, 2021 among the Company, 1326919 B.C. LTD. and Wow Unlimited Media Inc.

Exhibit 2.1 ARRANGEMENT AGREEMENT BETWEEN GENIUS BRANDS INTERNATIONAL, INC. - AND - 1326919 B.C. LTD. - AND - WOW UNLIMITED MEDIA INC. October 26, 2021 TABLE OF CONTENTS Page Article I INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation Not Affected by Headings 12 1.3 Number and Gender 12 1.4 Date for Any Action 12 1.5 Currency 13 1.6 Accounting Matters 13 1.7 Knowledge 13 1.8 Schedules 13 1.9 T

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): October 26, 2021 GENIUS BRANDS INTERNATIONAL, INC.

Regulation FD Disclosure

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): October 27, 2021 GENIUS BRANDS INTERNATIONAL, INC.

Genius Brands Announces Transformational Acquisition of WOW! Unlimited Media Inc., Creating a Global Animation & Digital Media Powerhouse Grows Pro-Forma Last-Twelve-Months (LTM) Revenues by over 1100% Adds Growing Pipeline and Over $62 Million in Se

Exhibit 99.1 Genius Brands Announces Transformational Acquisition of WOW! Unlimited Media Inc., Creating a Global Animation & Digital Media Powerhouse Grows Pro-Forma Last-Twelve-Months (LTM) Revenues by over 1100% Adds Growing Pipeline and Over $62 Million in Secured Future Revenue from Top Clients Including Netflix, Mattel, Sony, Hulu, Peacock, DreamWorks, and Moonbug Acquisition Includes ?Chann