[SCHEDULE 13G/A] Kartoon Studios, Inc. SEC Filing

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report a 5.18% beneficial stake in Kartoon Studios, Inc. The filing shows Armistice Capital (as investment manager) and Steven Boyd (managing member) beneficially own 2,473,801 shares of Kartoon Studios common stock, based on 47,793,720 shares outstanding as reported by the issuer. The reporting persons state the shares are held by Armistice Capital Master Fund Ltd., for which Armistice Capital exercises shared voting and dispositive power under an investment management agreement; the Master Fund disclaims direct beneficial ownership due to that agreement. The filing is submitted on a Schedule 13G/A and certifies the holdings were acquired in the ordinary course of business.

Positive

• Material ownership disclosed: Reporting persons disclose a 5.18% stake (2,473,801 shares), meeting regulatory transparency requirements
• Clear voting/dispositive authority: Filing specifies Armistice Capital exercises shared voting and dispositive power under an investment management agreement
• Certification of ordinary-course acquisition: Reporting persons certify the position was not acquired to change or influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 5.18% stake by an activist-capable manager is material but not control-changing.

Armistice Capital and Steven Boyd report shared voting and dispositive power over 2,473,801 shares, representing 5.18% of Kartoon Studios based on 47,793,720 shares outstanding. This threshold triggers public disclosure and indicates the manager oversees a meaningful minority position that could influence governance discussions, though the filing states the position was acquired in the ordinary course of business and not for control. For investors, this is a material ownership disclosure that increases transparency around large holders without signaling an explicit control intent.

Corporate Governance Expert

TL;DR: Ownership disclosure meets regulatory thresholds and clarifies voting arrangements; no explicit change-of-control intent.

The Schedule 13G/A clarifies that Armistice Capital acts as investment manager to the Master Fund and exercises shared voting and dispositive power over the reported shares. The Master Funddisclaims direct beneficial ownership due to the investment management agreement, which is a common structure. The certification asserts ordinary-course acquisition and no intent to influence control, reducing immediate governance risk, though the presence of a substantial investor merits monitoring for future filings or amendments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Kartoon Studios, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

759419104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 759419104

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,473,801.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,473,801.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,473,801.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.18 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 759419104

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,473,801.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,473,801.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,473,801.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.18 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kartoon Studios, Inc.
(b)	Address of issuer's principal executive offices: 4,607,156 N. CANON, 4TH FLOOR, BEVERLY HILLS, CA, 90210
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 759419104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,473,801
(b)	Percent of class: 5.18 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,473,801
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,473,801 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 47,793,720 Shares outstanding as of May 14, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/15/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/15/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 15, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many shares of TOON does Armistice Capital beneficially own?

Armistice Capital and Steven Boyd beneficially own 2,473,801 shares of Kartoon Studios common stock as reported in the Schedule 13G/A.

What percentage of Kartoon Studios (TOON) is represented by this filing?

5.18% of the outstanding common stock, based on 47,793,720 shares outstanding as reported by the issuer.

Who holds voting and dispositive power over the reported shares?

Armistice Capital (as investment manager) and Steven Boyd (managing member) report shared voting and shared dispositive power over the 2,473,801 shares.

Was the stake acquired to influence control of Kartoon Studios (TOON)?

No. The filing includes a certification stating the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

What entity directly holds the reported shares?

Armistice Capital Master Fund Ltd. is the direct holder; Armistice Capital acts as its investment manager and thus reports beneficial ownership.