UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 15, 2025, Kartoon Studios, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the securities purchase agreement, dated December 16, 2024 (the “Purchase Agreement”), with a certain investor, pursuant to which the Company agreed to amend the Purchase Agreement to: (i) extend the time requirement to hold a meeting of stockholders until the time that the Company holds its annual meeting in May 2025, which shall be held no later than May 14, 2025; (ii) to extend until May 31, 2025, the period during which neither the Company nor any subsidiary may (x) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents or (y) file any registration statement or amendment or supplement thereto, other than the Prospectus (as defined in the Purchase Agreement) or supplement or amendments to registration statements or supplements previously filed; and (iii) to extend until May 31, 2025 the period during which the Company may not effect any Variable Rate Transactions (as defined in the Purchase Agreement).
The foregoing does not purport to be a complete description of the Purchase Agreement and the Amendment and is qualified in its entirety by reference to the full text of forms of such documents, which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 18, 2024 (File No. 001-37950) | |
| 10.2 | Form of Amendment Agreement | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARTOON STUDIOS, INC.. | ||
| Date: January 17, 2025 | By: | /s/ Andy Heyward |
| Name: Andy Heyward | ||
| Title: Chief Executive Officer | ||
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