8-K
Kartoon Studios, Inc. (TOON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2021
GENIUS BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada<br><br> <br>(State or other jurisdiction<br><br> of incorporation) | 001-37950<br><br> <br>(Commission File Number) | 20-4118216<br><br> <br>(IRS Employer Identification No.) |
|---|---|---|
| 190 N. Canon Drive, 4th Fl.<br><br> <br>Beverly Hills, CA<br><br> <br>(Address of principal executive offices) | 90210<br><br> <br>(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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 ☐
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. ☐
ITEM 7.01 REGULATION FD DISCLOSURE
On November 15, 2021, Genius Brands International, Inc. (the “Company”) issued a press release announcing the filing of its Form 10-Q for the period ending September 30, 2021 and provided a business update. A copy of the press release 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 | Press Release of Genius Brands International, Inc., dated November 15, 2021 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| 2 |
| --- |
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: November 15, 2021 | By: | /s/ Andy Heyward |
| Name: Andy Heyward | ||
| Title: Chief Executive Officer |
| 3 |
| --- |
Exhibit 99.1
Genius BrandsAnnounces 585% Year-Over-Year
Increase in Revenue for the Third Quarter of 2021
TransformationalAcquisition of WOW! Unlimited Media On Track; WOW!’s Last-Twelve-MonthsRevenues (as of June 30, 2021) were $56 Million
Reports $130.2Million of Cash, Cash Equivalents, and Marketable Securities
CEO Andy HeywardProvides Letter to Shareholders with Business Update Detailing Upcoming Milestones
Beverly Hills, CA; November 15, 2021 – Genius Brands International, Inc. (“Genius Brands” or the “Company”) (NASDAQ: GNUS), a global brand management company that creates, produces, broadcasts, and licenses entertainment content for children, filed its Form 10-Q for the period ending September 30, 2021, and provided a business update in the form of a letter to shareholders from the Company’s Chairman & CEO, which is available on the blog section of the Company’s website.
Q3 2021 highlights:
| · | 585% increase in revenue to $1.9 million for Q3’21 versus $0.3 million for the same period last<br>year. |
|---|---|
| · | Acquisition of WOW! Unlimited Media<br>progressing as planned; WOW!’s last-twelve-months(LTM) revenues (as of June 30, 2021) as previously disclosed by WOW!, were over $56 million; the acquisitionwill grow the Company’s LTM pro-forma revenue by over 1100%*. |
| · | Kartoon Channel! drove a 512% sequential increase in Application Installs from Q2‘21 to Q3‘21; |
| · | Kartoon Channel! also saw a 229% increase in Unique Users from Q3’20 to Q3‘21, and<br>a 294% increase in total Ad Impressions from Q3’20 to Q3’21 |
| --- | --- |
| · | Kartoon Channel’s growing viewership continues to be #1 user ranked kids streaming service in both<br>the Apple and Android app stores, ahead of Disney+ Netflix, YouTube Kids, Cartoon Network, and Nickelodeon. |
| --- | --- |
| · | Continuing growth on Samsung and LG Smart TVs, as well as Roku, and new distribution on PLUTO. |
| --- | --- |
| · | Leading program content acquisitions including Peppa Pig, My Little Pony, and PJ Masks,<br>power growth. |
| --- | --- |
| · | Launch of Spanish language program service, “KC! EN ESPANOL” meets strong reception and breaks<br>into Kartoon Channel!’s top ten. |
| --- | --- |
| · | RAINBOW RANGERS sold into leading broadcast platforms worldwide, including Netflix, HBO Max, Paramount+,<br>NICK Jr., in addition to Kartoon Channel. |
| --- | --- |
| · | New Rainbow Ranger master toy license, to release toys in Q3’22. |
| --- | --- |
| · | STAN LEE’S SUPERHERO KINDERGARTEN starring Arnold Schwarzenegger grows to over 75 million<br>views to date, continuing strong performance. |
| --- | --- |
| · | SHAQ’S GARAGE in production and on track to air in Q2’22. |
| --- | --- |
| · | CHIZCOMM/BEACON, media and marketing subsidiary, signs four new clients; positioned for strong post-pandemic<br>growth, as industry migrates from linear television to multi-channel digital platforms. |
| --- | --- |
| · | STAN LEE CENTENNIAL BRAND positioned for December 2022 launch at retail. |
| --- | --- |
| 1 |
| --- |
A link to the CEO letter is available online at: https://www.gnusbrands.com/q3ceoletter
*Based on reported LTM for Genius Brands asof September 30, 2021, and Wow! Unlimited Media as of June 30, 2021.
About Genius Brands International
Genius Brands International, Inc. (Nasdaq: GNUS) is a leading global kids media company developing, producing, marketing and licensing branded children’s entertainment properties and consumer products for media and retail distribution. The Company’s ‘content with a purpose’ portfolio includes StanLee’s Superhero Kindergarten, starring Arnold Schwarzenegger, on Kartoon Channel!; KC Pop Quiz, starring Casey Simpson, Kartoon Channel’ s newest offering; Shaq’s Garage, starring Shaquille O’Neal, coming to Kartoon Channel! in 2022; RainbowRangers on Kartoon Channel! and Netflix; Llama Llama, starring Jennifer Garner, on Netflix; award-winning toddler brand BabyGenius; adventure comedy STEM series Thomas Edison's Secret Lab; and entrepreneurship series Warren Buffett's Secret MillionairesClub. Through licensing agreements with leading partners, characters from Genius Brands’ IP also appear on a wide range of consumer products for the worldwide retail marketplace. The Company’s new Kartoon Channel!, Kartoon Classroom! and ¡KC! En Español, are available in over 100 million U.S. television households via a broad range of distribution platforms, including Comcast, Cox, DISH, Pluto TV, Sling TV, Amazon Prime, Amazon Fire, Apple TV, Apple i0s, Android TV, Android Mobil, Google Play, Xumo, Roku, Tubi, KartoonChannel.com, Samsung Smart TVs and LG TVs. For additional information, please visit www.gnusbrands.com.
Forward Looking Statements: Certain statements in this press releaseconstitute "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 statementsregarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statementsare reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available tous on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to variousrisks and uncertainties, including without limitation, our ability to generate revenue or achieve profitability; our ability to obtainadditional financing on acceptable terms, if at all; the potential issuance of a significant number of shares, which will dilute our equityholders; fluctuations in the results of our operations from period to period; general economic and financial conditions; our ability toanticipate changes in popular culture, media and movies, fashion and technology; competitive pressure from other distributors of contentand within the retail market; our reliance on and relationships with third-party production and animation studios; our ability to marketand 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 theCompany’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 oralter statements whether as a result of new information, future events or otherwise, except as required by law.
MEDIA CONTACT:
pr@gnusbrands.com
INVESTOR RELATIONS CONTACT:
ir@gnusbrands.com
#
| 2 |
| --- |