Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-273427
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated January 19, 2024)
Kartoon Studios,
Inc.
4,784,909 Shares of Common Stock
This Prospectus Supplement No. 1 supplements the prospectus
dated January 19, 2024 (the “Prospectus”) relating to the resale from time to time of up to 4,784,909 shares (the “Shares”)
of common stock, par value $0.001 per share (the “Common Stock”) of Kartoon Studios, Inc. (the Company”) by the Selling
Stockholders identified in the Prospectus (the “Selling Stockholders”)
The purpose of this Prospectus Supplement No.
1 is solely to update the information in the table appearing under the caption “Selling Stockholders” commencing on page 9
of the Prospectus to reflect in the Selling Stockholder table a transfer of a Warrant to purchase up to 80,000 shares of Common Stock
from Andrew Arno (“Arno”), a selling stockholder previously identified in the Prospectus, to Unterberg Legacy, LLC, another
entity which as a result of such transfer is being substituted as a selling stockholder.
| |
|
Shares Beneficially Owned
Prior to the Offering (1) |
|
Number of Shares
Being Registered |
|
Shares Beneficially Owned after Sale of All Shares Registered Hereby |
|
| Name of Selling Stockholder |
|
Number |
|
Percent |
|
Hereby (2) |
|
Number |
|
Percent |
|
| Unterberg Legacy, LLC (2) |
|
80,000 |
|
* |
|
80,000 |
|
— |
|
— |
|
__________________
| * | Represents
less than 1% of the outstanding Common Stock. |
| (1) | Assumes the exercise in full of the Warrant held by the selling stockholder, without regard
to any limitations on exercise |
| (2) | James Satloff is the Managing Member of Unterberg Legacy, LLC and, as a result, maintains voting and investment power with respect
to the securities held by Unterberg Legacy, LLC. The address of Unterberg Legacy, LLC is 10 Gracie Square, New York, NY 10028. |
All of the other portions of the Prospectus remain
unchanged.
This Prospectus Supplement No. 1 is not complete without, and may not be
utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement No. 1
is qualified by reference to the Prospectus, except to the extent that the information provided by this Prospectus Supplement No. 1 supersedes
information contained in the Prospectus. Capitalized terms used in this Prospectus Supplement No. 1 and not otherwise defined herein have
the meanings specified in the Prospectus.
Our Common Stock is listed on The NYSE American LLC
(the “NYSE American”) under the symbol “TOON.” On June 9, 2026, the last reported sale price of our Common Stock
on the NYSE American was $0.75 per share.
Investing in our securities involves risks. See “Risk
Factors” beginning on page 7 of the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus
or this Prospectus Supplement No. 1. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 1 is
June 10, 2026.