Kartoon Studios, Inc 8-K, filed Mar 18, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2021

GENIUS BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (310) 273-4222

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(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:

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

ITEM3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE ORSTANDARD; TRANSFER OF LISTING.

On March 15, 2021, Genius Brands International, Inc. (the “Company”) received a notice (the “Letter”) from the listing qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company violated Listing Rule 5635(c) (the “Rule”), which requires shareholder approval for certain equity compensation arrangements, due to the Company’s failure to seek shareholder approval of its issuance of certain of its securities as compensation to an entity for its involvement with the production and distribution of a television series being developed by the Company.

To remedy this shareholder approval violation, the Company’s Compensation Committee ratified the equity compensation grants under the Company’s shareholder approved 2020 Incentive Plan. Accordingly, Nasdaq has determined that the Company has regained compliance with the Rule, subject to the requirement that the Company disclose receipt of the Letter through this report on Form 8-K.

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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.

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