As filed with the Securities and Exchange Commission on November 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KARTOON STUDIOS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Se ...

Financial Performance - Q3 2025 total revenue reached $9.9 million, reflecting a 13% year-over-year increase, and year-to-date revenue of $29.7 million, up 28%[12] - Mainframe Studios revenue surged 45% year-over-year and 65% year-to-date, driven by contracts with major clients like Sony, Disney, and SpinMaster[12] - The company reported a 10% improvement in loss from operations over Q2 and a 32% improvement year-to-date compared to the previous year[12] - Kartoon Studios maintains a strong balance sheet with $27.1 million in current assets and $24.0 million in stockholders' equity at quarter-end[12] Subscriber Growth and Engagement - Kartoon Channel! achieved its strongest month ever in October 2025, with record highs in subscriber growth and total watch time[13] Financing and Contracts - The company secured $7.3 million in financing from an institutional investor, with potential for an additional $7.3 million through warrants[13] - Multi-year production contracts extend through 2027, ensuring reliable revenue streams[19] Upcoming Releases and Expansions - The upcoming release of Hundred Acre Wood's Winnie & Friends is set for a Christmas Eve 2025 preview, with a full premiere in 2026[20] - The Stan Lee Universe is expanding through licensing and collectibles partnerships, leveraging a fan base of over 30 million worldwide[20] Innovation and Development - The company is actively developing its A.I. animation unit, which is expected to transform production capabilities and industry standards[6]

Core Insights - Kartoon Studios reported a 13% year-over-year revenue growth for Q3 2025, totaling $9.9 million, and a 28% increase year-to-date, reaching $29.7 million [8][22] - Mainframe Studios, a key growth driver, saw a 45% increase in revenue year-over-year, supported by contracts with major clients like Sony, Disney, and SpinMaster [8][10][22] - The company successfully closed a $7.3 million financing deal with an institutional investor, enhancing its balance sheet and providing potential for additional funding [9][22] Financial Performance - Total revenue for Q3 2025 was $9.9 million, marking a 13% increase compared to the previous year, while year-to-date revenue reached $29.7 million, up 28% [8][22] - Loss from operations improved by 10% over the second quarter and 32% year-to-date compared to the prior year [8] - Current assets stood at $27.1 million, with stockholders' equity at $24.0 million at the end of the quarter [8] Strategic Initiatives - The company is focusing on enhancing shareholder value through disciplined capital management and cost reductions [10][17] - The "STAN A.I." animation unit is being developed to create high-quality content at unprecedented speed and cost, expected to transform the business and industry [5][10] - Multi-year production contracts extend through 2027, ensuring reliable revenue streams [15][17] Market Position and Growth Drivers - Kartoon Channel! achieved record subscriber growth and total watch time in October 2025, maintaining its position as the 1-rated kids' app in the Apple App Store [9][11] - The company is expanding its franchise portfolio with significant upcoming releases, including Hundred Acre Wood's Winnie & Friends and the Stan Lee Universe, which are anticipated to drive future growth [16][22] - The Toon Media Networks division, which includes Kartoon Channel!, Ameba, and Frederator Networks, is expanding its reach across over 60 international territories [11][20] Leadership and Governance - The company strengthened its leadership team by appointing Jeffrey Schlesinger, former President of Warner Bros. Worldwide Television Distribution, to its Board of Directors [14] - The focus on building a robust capital structure through legacy share retirement and reduced overhead is aimed at enhancing financial stability [9][10]

Revenue Performance - Production Services revenue for Q3 2025 was $7,105,000, a 45% increase from $4,898,000 in Q3 2024, driven by projects advancing in production stages [159]. - Total revenue for Q3 2025 reached $9,877,000, reflecting a 13% increase from $8,708,000 in Q3 2024 [159]. - Licensing and Royalties revenue surged by 97% in Q3 2025 to $73,000, up from $37,000 in Q3 2024, due to higher earnings from existing licensing agreements [161]. - Media Advisory and Advertising Services revenue decreased by 36% in Q3 2025 to $912,000, down from $1,425,000 in Q3 2024, attributed to lower client media spending [162]. - For the nine months ended September 30, 2025, Production Services revenue was $12,756,000, a 65% increase from $21,036,000 in the same period of 2024 [168]. - Total revenue for the nine months ended September 30, 2025 was $23,170,000, a 28% decrease from $29,660,000 in the same period of 2024 [168]. - Revenue from Content Distribution on AVOD and SVOD decreased by 18% to $5.5 million for the nine months ended September 30, 2025, compared to $6.7 million in the same period of 2024 [169]. - Licensing and Royalties revenue increased by 3% to $X million for the nine months ended September 30, 2025, driven by higher earnings from existing license deals and new agreements [170]. - Media Advisory and Advertising services revenue decreased by 18% to $X million for the nine months ended September 30, 2025, primarily due to lower client media purchases [171]. Expenses and Costs - Total expenses for Q3 2025 were $12,773,000, a 13% increase from $11,255,000 in Q3 2024 [163]. - Direct Operating Costs rose by 20% in Q3 2025 to $6,922,000, primarily due to increased salary costs and headcount in Production Services [165]. - Total expenses increased by 6% to $38.85 million for the nine months ended September 30, 2025, with a significant decrease in Marketing and Sales expenses by 45% to $0.56 million [172]. - Direct Operating Costs rose by 30% to $20.72 million for the nine months ended September 30, 2025, mainly due to increased salary costs and headcount in Production Services [173]. - General and Administrative expenses decreased by 11% to $17.57 million for the nine months ended September 30, 2025, attributed to lower professional fees and reduced salaries [174]. Cash and Working Capital - As of September 30, 2025, the company had cash and restricted cash of $1.4 million, a decrease of $7.0 million from December 31, 2024, primarily due to cash used in operating activities [179]. - The company reported negative working capital of $5.4 million as of September 30, 2025, a decrease of $6.6 million compared to working capital of $1.2 million as of December 31, 2024 [181]. - The company did not hold any available-for-sale marketable securities as of September 30, 2025, with a decrease of $2.0 million compared to December 31, 2024, due to sales during the nine months [180]. - As of September 30, 2025, total cash decreased to $0.9 million from $7.9 million as of September 30, 2024, representing a decline of approximately 88.6% [185]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $(11,787) thousand, compared to $(1,127) thousand for the same period in 2024, indicating an increase in cash outflow of $10,660 thousand [186]. - The company has material cash requirements totaling approximately $32.8 million over the next five years, with $16.4 million due within one year [191]. - As of September 30, 2025, the company had $0.4 million in commitments for capital expenditures related to equipment leases [193]. Financing Activities - The company raised approximately $7.3 million through a registered direct offering and concurrent private placement on October 20, 2025 [154]. - The company raised net proceeds of $6.6 million from the October Offerings, which closed on October 22, 2025, improving its cash position [184]. - The company has no committed sources of financing at this time, raising substantial doubt about its ability to continue as a going concern for at least the next twelve months [184]. - The company plans to consider multiple alternatives to address capital needs, including the sale of equity or debt securities and strategic transactions [184]. Investment Activities - Cash provided by investing activities decreased by $5.5 million, primarily due to a $4.2 million decrease in proceeds from sales and maturities of marketable securities [189]. - Cash provided by financing activities increased by $9.3 million, mainly due to a decrease in repayments of production facilities and margin loans by $10.1 million [190]. - Net non-cash expenses increased to $13.6 million for the nine months ended September 30, 2025, from $5.9 million in the prior year, primarily due to a $7.3 million loss on equity investment revaluation [187].

Core Viewpoint - Kartoon Studios has secured approximately $7.3 million in equity investment to support its strategic initiatives, including the global launch of new content and expansion projects [2][3]. Group 1: Investment Details - The company entered into a securities purchase agreement with an institutional investor for the sale of approximately $7.3 million in equity [2]. - The offering is expected to close around October 22, 2025, pending customary closing conditions and NYSE American approval [3]. - The gross proceeds from the offering are anticipated to be approximately $7.3 million before deducting fees and expenses, with potential additional proceeds of about $7.3 million from common warrants if fully exercised [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for working capital and general corporate purposes, specifically to fuel the global launch and marketing of projects like Winnie & Friends, Stan Lee Universe expansion, and Bitcoin Brigade [3]. Group 3: Offering Structure - The investor will acquire 3,000,000 shares of common stock and pre-funded warrants for up to 6,903,049 shares, with a combined purchase price of $0.738 per share [4]. - Common warrants will have an exercise price of $0.738 per share and can be exercised after six months from issuance, lasting up to five years [4]. Group 4: Company Overview - Kartoon Studios is a leading global producer and distributor of children's and family entertainment, featuring well-known brands such as Stan Lee's Universe and Hundred Acre Wood's Winnie and Friends [9]. - The company operates Mainframe Studios, one of North America's largest animation producers, delivering over 22,000 minutes of award-winning programming [9]. - Kartoon Studios reaches audiences through various platforms, including its top-rated Kartoon Channel! streaming app [10].

Core Insights - Kartoon Studios has appointed Jeffrey Schlesinger, a veteran in global media, to its Board of Directors, which is expected to significantly impact the company's growth strategy [1][5][6] Company Overview - Kartoon Studios is a leading global producer and distributor of premium children's and family entertainment, with a strong portfolio of intellectual properties (IP) [7] - The company operates Mainframe Studios, one of North America's largest animation producers, delivering over 22,000 minutes of award-winning programming [7] Leadership Experience - Schlesinger brings over 30 years of experience, having previously led Warner Bros. Worldwide Television Distribution, expanding its television business across more than 220 territories [2][4] - Under his leadership, Warner Bros. generated recurring revenue from iconic shows such as "Friends" and "Game of Thrones," and managed the world's largest animation library with over 10,000 episodes [2][3] Strategic Growth Plans - Schlesinger's appointment aligns with Kartoon Studios' ambitious growth plan to capture a larger share of the global kids' entertainment market [6] - The company aims to expand distribution for its premium IP portfolio, including new franchises based on "Winnie the Pooh" and the "Stan Lee Universe," while developing new revenue streams across various platforms [6][9] Business Model Transformation - Schlesinger is expected to accelerate the transformation of Kartoon Studios' business model by enhancing global distribution channels and leveraging his expertise in deal-making [9][10] - The focus will be on driving revenue growth through syndication, licensing, and international co-productions, as well as optimizing content exploitation across multiple platforms [9][10]

Core Insights - Kartoon Studios has announced the addition of composer Danny Elfman to the creative team for the upcoming project "Hundred Acre Wood's Winnie and Friends," which aims to reimagine the classic franchise [3][6] - The project is described as the most ambitious franchise initiative in the company's history, launching with 208 seven-minute episodes and five holiday specials [6][9] - The first special is set to premiere in December 2026, with a sneak peek scheduled for Christmas Eve 2025, coinciding with the 100th anniversary of A.A. Milne's original publication [6][8] Company Overview - Kartoon Studios (NYSE American: TOON) is a global leader in children's and family entertainment, delivering premium content and high-value intellectual property [9] - The company operates Mainframe Studios, one of North America's largest animation producers, with over 22,000 minutes of award-winning programming [9] - Through its Toon Media Networks division, Kartoon Studios reaches audiences across various platforms, including linear television and streaming services [10] Financial Impact - The franchise of Winnie-the-Pooh has generated approximately $80 billion in retail sales, indicating its commercial success and potential for future revenue generation [8] - The collaboration with renowned figures like Elfman, Woolverton, and Rivoli is expected to enhance the creative quality and marketability of the new franchise [7][8]

Core Viewpoint - Kartoon Studios has announced the addition of composer Danny Elfman to the creative team for the upcoming project "Hundred Acre Wood's Winnie and Friends," which aims to reimagine the classic franchise for a new generation [3][6][8]. Company Overview - Kartoon Studios (NYSE American: TOON) is a global leader in children's and family entertainment, delivering premium content and high-value intellectual property to millions of viewers worldwide [9]. - The company operates Mainframe Studios, one of North America's largest animation producers, with over 22,000 minutes of award-winning programming [9]. Project Details - The project will consist of 208 seven-minute episodes and five holiday specials, with the first special set to premiere in December 2026, and a sneak peek scheduled for Christmas Eve 2025 [6][8]. - The franchise is expected to be the most ambitious initiative in Kartoon Studios' history, aiming to create a long-term global franchise that will generate significant shareholder value [6][8]. Financial Impact - The "Winnie-the-Pooh" franchise has historically been commercially successful, generating approximately $80 billion in retail sales [8]. - Danny Elfman's contributions are anticipated to enhance the project's appeal, potentially driving further box office success and audience engagement [5][8]. Creative Team - Elfman joins Executive Producer Linda Woolverton, known for her work on "The Lion King" and "Beauty and the Beast," and Creative Director John Rivoli, recognized for his contributions to major franchises like "Harry Potter" and "Batman" [7][8]. - The collaboration is expected to blend nostalgia with fresh interpretations, appealing to both existing fans and new audiences [8].

Core Insights - Kartoon Studios has retired 348,127 shares of its common stock, enhancing the capital structure and increasing remaining shareholders' ownership percentage [1][2] - The share retirement is part of a strategy to streamline the capital structure and is expected to positively impact future earnings per share growth [2] - The company is focused on achieving sustained profitability and growth, with confidence in its strategic direction and growth trajectory [2] Company Overview - Kartoon Studios (NYSE AMERICAN: TOON) is a leader in children's and family entertainment, offering premium content and intellectual property to a global audience [3] - The company's portfolio includes well-known brands such as Stan Lee's Superhero Kindergarten and Rainbow Rangers, and it operates Mainframe Studios, a major animation producer [3] - Through its Toon Media Networks division, Kartoon Studios reaches audiences via various platforms, including linear television and streaming services, with Kartoon Channel! being the top kids' streaming app on the Apple App Store [4] Strategic Positioning - The decision to exchange a portion of YFE holdings for TOON shares reflects management's belief in the long-term value of Kartoon Studios [2] - The company is positioned for sustained growth with a robust content pipeline and strategic brand partnerships, reaching over 60 countries [4]

Core Viewpoint - Kartoon Studios is launching "Bitcoin Brigade: Adventures in Satoshi City," an innovative animated series that integrates blockchain technology and Bitcoin education into children's entertainment, set to debut in fall 2026 on Kartoon Channel [1][10]. Group 1: Series Overview - "Bitcoin Brigade" invites children into Satoshi City, a digital realm where kids discover a portal connecting their world to a decentralized metropolis, blending action with educational themes [2]. - The series will feature dynamic anime-style visuals and original K-Pop music, aiming to create an immersive experience [2]. - The narrative includes young heroes representing Bitcoin and blockchain concepts, who defend their city from villains threatening the system [6]. Group 2: Business Model and Partnerships - Kartoon Studios is developing a comprehensive Bitcoin-native business platform, including The Satoshi Sparks Rewards System, allowing kids to earn digital currency by engaging with the series [8]. - The company is partnering with Bitkern, a leading Bitcoin mining company, to guide the series and its global launch strategy [2][4]. - A global licensing program will feature toys and apparel embedded with NFC chips to educate children about Bitcoin and blockchain technology [9]. Group 3: Educational Focus - The series aims to teach children about finance, ownership, and innovation through engaging storytelling and interactive challenges [3][8]. - An interactive mobile app will provide secure, kid-friendly Lightning wallets for earning and spending Sparks, with parental controls to promote responsible Bitcoin custodianship [9]. Group 4: Market Positioning - Kartoon Studios positions itself at the forefront of kids' entertainment and blockchain innovation, aiming for a revolutionary impact on entertainment, education, and gaming [1][11]. - The series will be accessible on multiple platforms, including Kartoon Channel and YouTube Kids, ensuring broad engagement [10].