Kartoon Studios, Inc 8-K, filed Jul 15, 2020
Kartoon Studios, Inc. (TOON)
About this 8-K
Kartoon Studios, Inc filed this 8-K on July 15, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): July 15, 2020
GENIUS BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-37950 | 20-4118216 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
190 N. Canon Drive, 4th Fl. Beverly Hills, CA |
90210 | |
| (Address of principal executive offices) |
(Zip Code)
|
Registrant’s telephone number, including area code: (310) 273-4222
________________________________________________________
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 | GNUS | The Nasdaq Capital Market |
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 o
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. o
ITEM 7.01 REGULATION FD DISCLOSURE
On July 15, 2020, Genius Brands International, Inc. released a letter to shareholders from Andy Heyward, its Chairman and Chief Executive Officer. A copy of the letter is attached as Exhibit 99.1 hereto.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
| 99.1 | Letter from Andy Heyward to shareholders of Genius Brands International, Inc., dated July 15, 2020. |
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.
| GENIUS BRANDS INTERNATIONAL, INC. | ||
| Date: July 15, 2020 | By: | /s/ Andy Heyward |
| Name: | Andy Heyward | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
| 1 |
Dear Friends and Shareholders,
This morning, Genius Brands announced an agreement
for Stan Lee Universe to be distributed by Archie Comic Publications, the
#1 most widely distributed comic book company in the United States. Concurrently, we announced that Oscar winning
producer (Batman), long-time Stan Lee friend and collaborator, Michael Uslan, has been appointed as
Creative Director of the Stan Lee Universe brand, for comic books, motion pictures, and television.
Let me be clear. In Stan Lee Universe, we are building out
the next MARVEL, based on the creations of the man who built
the original Marvel… Stan Lee. We are doing so through the single most widely distributed
comic book publisher, Archie Comics, and its visionary Publisher, Jon Goldwater, under the creative leadership of
the most respected and accomplished authority in comic books today, Michael Uslan.
Michael Uslan
and Stan Lee were lifelong friends and collaborators, Michael Uslan known for having developed the Batman franchise for film
and having Executive Produced, all of the Batman films, starting with Tim Burton’s 1989 film, continuing
through Christopher Nolan’s The Dark Knight Trilogy, Todd Phillips’ Joker, and the
upcoming The Batman in 2021. He also served as Executive Producer of Warner Bros. The Lego
Movie (2014) and The Lego Movie 2: The Second Part (2019).
| 2 |
Michael is recognized as the top guru of comic book culture.
He has written and been an editor for Marvel, for Archie Comics, and for DC where he actually brought Stan Lee at one point to
‘re-imagine’ Batman, Superman, Wonder Woman, Aquaman, Justice
League and Shazam for DC.
The Batman franchise under Michael’s vision and stewardship, with its associated merchandise, became a multi-billion
dollar business.
Over the coming days, there will be more announcements, as we continue to build out the Stan Lee Universe team
and will announce our film, television, consumer products, and retail roll-out strategy.
| 3 |
Today’s announcement is another building block in putting
together the absolute ’Best in Class’ team of assets at Genius Brands, in kids and family entertainment,
to drive value for our shareholders and bring positive and enriching entertainment to our audience.
The model for Stan Lee Universe will be no different than the model for Kartoon Channel!
| · | Get the best content. |
| · | Get the best distribution. |
| · | Get the best people to execute. |
| 4 |
Genius Brands now has 3 drivers of value:
| 5 |
Amidst this ‘pyramid power’, we have a robust library
with prideful products like Llama Llama, Warren Buffett’s Secret Millionaires Club, and a powerful PIPELINE
which we will begin rolling out.
The team that has been assembled is the best.
They have been at the pinnacle of their profession, and their creations and achievements are well known in the children and family
entertainment world. They know how to create value and will be doing just that for our shareholders.
Stay Tuned…
Good things coming!
Sincerely,
Andy Heyward
Chairman & CEO
Genius Brands International, Inc.
(P.S. Including the upcoming Kartoon Channel! iOS app!!!)
| 6 |
Forward Looking Statements:
Certain statements in this press release 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; our ability to repay our outstanding debt; the potential issuance of a significant number of shares
to our convertible note holders 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 (the "SEC").
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.
| 7 |