Kartoon Studios, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. The issuance of the following shares of common stock were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. On May 17, 2023, we issued 450 shares of common stock valued at $2.78 per share for production services. On May 24, 2023, we issued 490 shares of common stock valued at $2.55 per share for production services. On June 6, 2023, we issued 400,000 shares of common stock valued at $2.47 per share for consulting services. On June 12, 2023, we issued 1,037 shares of common stock valued at $2.41 per share for production services. On June 27, 2023, the Company issued a total of 2,376,550 shares of common stock to existing institutional and accredited investors who exercised their outstanding common stock purchase warrants in connection with a warrant exchange. The exercising holders received new unregistered common stock purchase warrants to purchase up to 4,753,100 shares of common stock issued pursuant to the exercise of their warrants. The Special Equities Group, a division of Dawson James, acted as warrant solicitation agent and was issued unregistered common stock purchase warrants to purchase up to 166,359 shares of common stock. The New Warrants were issued in a private placement in reliance on the exemption from registration pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and, along with shares of common stock underlying the warrants have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. On June 30, 2023, we issued 2,274 shares of common stock valued at $1.91 per share for production services. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.