Kartoon Studios Inc美股招股说明书(2025-10-21版)

3,000,000 Shares of Common StockPre-Funded Warrants to Purchase up to 6,903,049 Shares of Common StockUp to 6,903,049 Shares of Common Stock Underlying the Pre-Funded Warrants We are offering to a certain institutional and accredited investor3,000,000 shares of our common stock, par value $0.001 pershare (“common stock”) and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 6,903,049 shares of common stock (“Pre-Funded Warrants Shares”) in a registered direct offering. The Pre-Funded Warrants are being sold to the purchaser whose purchase of shares of common stock in this offering wouldotherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock immediately following the consummation of this offering. Each Pre-Funded Warrant will beexercisable for one share of common stock. The purchase price of each Pre-Funded Warrant will be equal to the price per one share ofcommon stock, minus $0.001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until allof the Pre-Funded Warrants are exercised in full. Ina concurrent private placement,we are also selling to such investor unregistered warrants to purchase upto9,903,049shares of our common stock (the “Common Warrants” and the shares of common stock issuable upon the exercise of theCommon Warrants, the “Common Warrant Shares”), which represents 100% of the aggregate number of shares of our common stockissued and Pre-Funded Warrant Shares issuable in this offering.Each share of common stock or Pre-Funded Warrant is being soldtogether with one Common Warrant to purchase one share of common stock.The purchase price is $0.738 per share of common stockand privately placed Common Warrant and $0.737per Pre-Funded Warrant and privately placed Common Warrant. Each Common Warrant will be exercisable for one share of our common stock at an exercise price of $0.738per share, willbe exercisable after the six month anniversary of the date of issuance, and at any time thereafter up to the fifth anniversary of the initialexercise date, at which time any unexercised Common Warrants will expire and cease to be exercisable. The Common Warrants andthe Common Warrant Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and arebeing offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act, and/or Rule 506(b) promulgatedthereunder, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “TOON”. On October 17,2025, the last reported sale price of our common stock on the NYSE American was $0.738 per share. There is no established publictrading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of thePre-Funded Warrants on the NYSE American or any other securities exchange or nationally recognized trading system. Without anactive trading market, the liquidity of the Pre-Funded Warrants will be limited. This offering also relates to the shares of commonstock issuable upon exercise of the Pre-Funded Warrants being offered by this prospectus supplement and the accompanyingprospectus. As of October 17, 2025, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $39,334,418 based on 47,107,087 shares of common stock held by such non-affiliates, and a per share price of $0.835,the closing sale price of our common stock on September 19, 2025. During the 12-calendar month period that ends on, and includes,the date of this prospectus supplement (but excluding this offering), we have not sold any securities pursuant to General InstructionI.B.6 of Form S-3. As a result, we are currently eligible to offer and sell up to an aggregate of approximately $13,111,125 of oursecurities pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-5 of thisprospectus supplement and page 5 of the accompanying prospectus, as well as our other filings that are incorporated byreference into this prospectus supplement and the accompanying prospectus. We have retained Dawson James Securities, Inc. to act as our exclusive placement agent in connection with this offering (the“Placement Agent”). The Placement Agent is not purchasing the securities offered by us in this offering, and is not required to sell anyspecific number or dollar amount of securities, but will assist us in this offering on a reasonable best efforts basis. There is noarrangement for funds to be received in escrow, trust or similar arrangeme