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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, 2025
KARTOON
STUDIOS, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
(State or other jurisdiction
of incorporation or organization)
|
001-37950
(Commission File Number) |
20-4118216
(I.R.S. Employer Identification No.) |
190
N. Canon Drive, 4th Fl., Beverly
Hills, CA 90210
(Address of principal executive
offices) (Zip Code)
(310) 273-4222
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
TOON |
NYSE American
LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02. |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On November 14, 2025, Kartoon Studios, Inc.,
a Nevada corporation, (the “Company”) issued a press release announcing its quarter ended September 30, 2025. A copy of
the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and in the press
release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1
to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission
made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Kartoon Studios, Inc., dated November 14, 2025 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
Forward Looking Statements
This Current Report on Form 8-K contains certain
statements which constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may,"
"might," "will," "should," "believe," "expect," "anticipate," "estimate,"
"continue," "predict," "forecast," "project," "plan," "intend" or similar
expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes
these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are
based on information available to us on the date of this release. These forward looking statements are based upon current estimates and
assumptions and are subject to various risks and uncertainties, including without limitation, our ability to generate revenue or achieve
profitability; our ability to obtain additional financing on acceptable terms, if at all; the potential issuance of a significant number
of shares, which will dilute our equity holders; fluctuations in the results of our operations from period to period; general economic
and financial conditions; our ability to anticipate changes in popular culture, media and movies, fashion and technology; competitive
pressure from other distributors of content and within the retail market; our reliance on and relationships with third-party production
and animation studios; our ability to market and advertise our products; our reliance on third-parties to promote our products; our ability
to keep pace with technological advances; our ability to protect our intellectual property and those other risk factors set forth in the
“Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and in the Company’s subsequent filings
with the Securities and Exchange Commission. Thus, actual results could be materially different. The Company expressly disclaims any obligation
to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
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: November 14, 2025 |
By: |
/s/ Andy Heyward |
| |
Name: |
Andy Heyward |
| |
Title: |
Chief Executive Officer |
