8-K Reports
Kartoon Studios, Inc.
CIK

1355848

Accepted

Oct 21, 2025, 09:18 PM

Accession

0001683168-25-007700

1.01 Entry into a Material Definitive Agreement
3.02 Unregistered Sales of Equity Securities
8.01 Other Events
9.01 Financial Statements and Exhibits
Items (4)

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

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

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

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