UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Kartoon Studios, Inc. (the “Company”) entered into an Agreement (the “Agreement”) with Continuation Capital, Inc. (“CCI”) wherein the Company agreed to issue an aggregate of 2,553,047 shares of its common stock to CCI in exchange for the settlement of certain past due obligations and accounts payable of the Company (the “Subject Debts”) in the aggregate amount of $1,143,884, (the “Initial Settlement Amount”) and an additional amount of $315,000 (the “Additional Settlement Amount”). On April 13, 2026, the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Florida Circuit Court”) entered an order approving the Agreement. The Agreement became binding upon the parties on April 20, 2026, when the NYSE American approved the issuance of the shares.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Shares will be issued at a rate of 1.75 shares per dollar of the Company’s obligation, pursuant to an exemption from the registration requirements under Section 3(a)(10) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | ||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| * | The Company agrees to furnish supplementally a copy of any omitted exhibit and schedule to the SEC upon request |
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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: April 24, 2026 | By: | /s/ Andy Heyward |
| Name: | Andy Heyward | |
| Title: | Chief Executive Officer | |
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