What changed in this filing

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Item 1. Business

2024-04-09 compared with 2023-04-13 · 107 added, 124 removed, 102 unchanged (69% of the section changed)

Genius Brands International, Inc.

(“we,” “us,” “our,” or the “Company”) is a global content and brand management company that creates, produces, licenses, and broadcasts timeless and educational, multimedia animated content for children.

Led by experienced industry personnel, we distribute our content primarily on streaming platforms and television and license our properties for a broad range of consumer products based on our characters.

Kartoon Studios, Inc.

(formerly known as Genius Brands International, Inc.) (the “Company” or “we,” “us” or “our”) is a global content and brand management company that creates, produces, licenses, and broadcasts timeless and educational, multimedia animated content for children.

Led by experienced industry personnel, we distribute our content primarily on streaming platforms and television, and licenses properties for a broad range of consumer products based on our characters.

We are a “work for hire” producer for many of the streaming outlets and animated content intellectual property (“IP”) holders.

In the children’s media sector, our portfolio features “content with a purpose” for toddlers to tweens, providing enrichment as well as entertainment.

With the exception of our recent acquisition of Wow Unlimited Media Inc.'s and related titles, our programs, along with those programs we license, are being broadcast in the United States on our wholly-owned advertisement supported video on demand (“AVOD”) service, our free ad supported TV ("FAST") channels and our subscription video on demand (“SVOD”) outlets, Kartoon Channel!

and Ameba TV .

These streaming services are available on Apple TV, Apple iOS, Android TV, Android mobile, Amazon Prime, Amazon Fire, Tubi, Roku, Comcast, Cox, Dish/Sling, Xumo, Pluto, Samsung Smart TVs, LG Smart TVs, as well as YouTube, among other platforms.

Our in-house owned and produced animated shows include Stan Lee’s Superhero Kindergarten starring Arnold Schwarzenegger, Llama Llama starring Jennifer Garner, Rainbow Rangers, KC Pop Quiz , and the upcoming Shaq’s Garage starring Shaquille O’Neal, scheduled to debut in the second quarter of 2023.

With the exception of selected WOW Unlimited Media Inc.

(“Wow”) titles, our programs, along with licensed programs, are being broadcast in the United States on our wholly-owned advertisement supported video on demand (“AVOD”) service, our free ad supported TV (“FAST”) channels and subscription video on demand (“SVOD”) outlets, Kartoon Channel!

and Ameba TV, as well as linear streaming platforms .

These streaming platforms include Comcast, Cox, DISH, Sling TV, Amazon Prime Video, Amazon Fire, Roku, Apple TV, Apple iOS, Android TV, Android mobile, Pluto TV, Xumo, Tubi, YouTube, YouTube Kids and via KartoonChannel.com, as well as Samsung and LG smart TVs.

Our library titles include the award-winning Baby Genius , adventure comedy Thomas Edison’s Secret Lab®, and Warren Buffett’s Secret Millionaires Club , created with and starring iconic investor Warren Buffett, Team Zenko Go!, Reboot , Bee & PuppyCat:

Lazy in Space and C astlevania .

We also license our programs to other services worldwide, in addition to the operation of our own channels, including but not limited to Netflix, HBO Max, Paramount+, Nickelodeon, and satellite, cable and terrestrial broadcasters around the world.

Through our investments in Germany’s Your Family Entertainment (“YFE”), a publicly traded company on the Frankfurt Exchange (RTV-Frankfurt), we have gained access to one of the largest animation catalogues in Europe with over 50 titles consisting of over 1,600 episodes, and a global distribution network which currently covers over 60 territories worldwide.

Through the ownership of WOW Unlimited Media Inc.

(“Wow”), we established an affiliate relationship with Mainframe Studios, which is one of the largest animation producers in the world.

Lazy in Space and Castlevania .

We also license our programs to other services worldwide, in addition to the operation of our own channels, including, but not limited to, Netflix, Paramount+, Max, Nickelodeon, and satellite, cable and terrestrial broadcasters around the world.

Through our investments in Germany’s Your Family Entertainment AG (“YFE”), a publicly traded company on the Frankfurt Stock Exchange (RTV-Frankfurt), we have gained access to one of the largest animation catalogues in Europe with over 50 titles consisting of over 1,600 episodes, and a global distribution network which currently covers over 60 territories worldwide.

Through the ownership of WOW, we established an affiliate relationship with Mainframe Studios, which is one of the largest animation producers in the world.

In addition, Wow owns Frederator Networks Inc.

(“Frederator”) and its Channel Frederator Network , the largest animation focused multi-channel network on YouTube with over 2,500 channels.

We have rights to a select amount of valuable IP, including among them a controlling interest in Stan Lee Universe (“SLU”), through which we control the name, likeness, signature, and all consumer product and IP rights to Stan Lee (the “Stan Lee Assets”).

We also own Beacon Media Group ("Beacon"), the largest media buying service for children in North America.

Beacon represents over 30 major toy companies, including Playmobile, Bandai Toys, Bazooka, Moose Toys, and JAKKS Pacific.

Frederator also owns Frederator Studios, focused on developing and producing shorts and series for and with partners.

Over the past 20 years, Frederator Studios has partnered with Nickelodeon, Nick Jr., Netflix, Sony Pictures Animation and Amazon.

We have rights to a select amount of valuable IP, including among them a controlling interest in Stan Lee Universe, LLC (“SLU”), through which we control the name, likeness, signature, and all consumer product and IP rights to Stan Lee (the “Stan Lee Assets”).

We also own The Beacon Media Group, LLC (“Beacon Media”) and The Beacon Communications Group, Ltd.

(“Beacon Communications”) (collectively, “Beacon”), a leading North American marketing and media agency and its first-class media research, planning and buying division.

Beacon represents over 30 kids and family clients, including Bandai Namco, Moose Toys, Bazooka Candy Brands and Playmobil.

In addition, we own the Canadian company Ameba Inc.

(“Ameba”), which distributes a profitable SVOD service for kids, and has become the focal point of revenue growth for Genius Networks’ subscription offering.

We and our affiliates provide world class animation production studios, a catalogue representing thousands of hours of premium global content for children, a broadcast system for delivering that content and an in-house consumer products licensing infrastructure to fully exploit the content.

(“Ameba”), which distributes SVOD service for kids and has become a focal point of revenue for TOON Media Networks’ subscription offering.

On June 23, 2023, we were renamed Kartoon Studios, Inc.

On June 26, 2023, we transferred our listing to NYSE American LLC (“NYSE American”).

In connection with listing on NYSE American, we voluntarily delisted from the Nasdaq Capital Market (“Nasdaq”).

Our common stock began trading on NYSE American under the new symbol “TOON” on June 26, 2023.

Recent Developments

On February 6, 2023, our board of directors approved a 1-for-10 reverse stock split of our outstanding shares of common stock.

The reverse stock split was effected on February 10, 2023 at 5:00 p.m.

Eastern time.

At the effective time, every 10 issued and outstanding shares of the Company's common stock were converted into 1 share of common stock.

Any fractional shares of common stock resulting from the reverse stock split were rounded up to the nearest whole post-split share and no shareholders received cash in lieu of fractional shares.

The par value of each share of common stock remained unchanged.

The reverse stock split proportionately reduced the number of shares of authorized common stock from 400,000,000 to 40,000,000 shares.

The reverse stock split also applied to common stock issuable upon the exercise of our outstanding warrants and stock options.

The reverse stock split did not affect the authorized preferred stock of

10,000,001 shares.

Unless noted, all references to shares of common stock and per share amounts contained in this Annual Report on Form 10-K have been retroactively adjusted to reflect a 1-for-10 reverse stock split.

2022 Investments

On January 13, 2022, we acquired Ameba Inc.

("Ameba") and gained access to its kid-safe platform technology and 13,000 episodes of owned and licensed content.

Refer to Note 3 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.

On April 6, 2022, we completed the acquisition of Wow.

On October 26, 2021, our wholly-owned subsidiary, 1326919 B.C.

LTD., a corporation existing under the laws of the Province of British Columbia and Wow, entered into an Arrangement Agreement to effect a plan of arrangement under the arrangement provisions of Part 9, Division 5 of the Business Corporations Act.

We purchased 100% of the issued and outstanding shares of Wow, including Wow's subsidiary Frederator, for $38.3 million in cash and 1,105,708 shares of our common stock.

The plan of arrangement and final agreement, together with the acquisition of Wow’s Mainframe Studios and its subsidiary Frederator, are referred to as the “Wow Acquisition.” Refer to Note 3 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.

On December 1, 2021, we completed a $6.8 million investment in YFE.

In exchange for $3.4 million in cash and 228,127 shares of our common stock (valued at approximately $3.4 million), we received 3,000,500 shares of YFE’s common stock, a 28.7% ownership in YFE.

Following the initial equity investment in YFE, we participated in a mandatory tender offer for the remaining publicly traded shares held by YFE shareholders.

Upon the expiration of the offer on February 14, 2022, we purchased an additional 2,637,717 shares of YFE at 2.00 EUROS per share or $5.3 million EUROS ($6.0 million USD) in the aggregate.

On March 9, 2022, bonds held by YFE shareholders were converted into $2.6 million shares of YFE common stock, 304,431 of which were purchased by us, at 2.00 EUROS per share or $0.6 million EUROS ($0.7 million USD).

On April 5, 2022, we exercised our subscription rights to purchase an additional 914,284 shares of YFE’s common stock at 3.00 EUROS per share, or $2.7 million EUROS ($2.9 million USD), increasing the number of YFE’s outstanding shares to 6,857,132.

During the fourth quarter of 2022, we did not take part in a round of financing raised by YFE which increased YFE's outstanding shares and therefore decreased our ownership in YFE from 48.03% to 44.8% as of December 31, 2022.

Our over arching strategic goal is to be a leading global producer and distributor of kids’ media.

To achieve that goal, we are developing, producing, marketing and licensing new branded children’s entertainment properties.

The criteria for moving forward on a new project include positive social messaging and fun and unique storytelling.

We have invested heavily into our wholly owned worldwide distribution system and our content is also available to kids and families on a multitude of platforms and devices.

We also have a licensing team to develop and sell consumer products based on the brands we own or manage.

During 2022, we produced numerous IP and service titles including:

Ukulele U is a live-action IP preschool music series for the Canadian Broadcasting Corporation (“CBC”) in Canada.

Renowned music producer Bob Ezrin (Alice Cooper, Pink Floyd, U2, Peter Gabriel) and award-winning performer Melanie Doane spearheaded the project.

The Company’s Mainframe subsidiary completed delivery of 52 x 7 minute episodes.

Team Zenko Go!:

Team Zenko Go!

is a preschool computer animated children's streaming television series produced by DreamWorks Animation Television and our subsidiary Mainframe Studios.

During the second quarter of 2022, Mainframe completed delivery of the 44 x 11-minute episode series to Netflix.

DreamWorks distributes the title globally.

Rainbow Rangers:

Season 3 of our popular IP series launched on the Kartoon Channel!

on April 15, 2022.

From Shane Morris, the writer of Frozen , and Rob Minkoff, the director of The Lion King , this animated IP series presents the adventures of seven magical girls from Kaleidoscopia, who serve as Earth’s guardians and first-responders.

Bee & PuppyCat:

Lazy in Space:

In September 2022, the Company’s Frederator Studios animated IP series premiered on Netflix.

During the fourth quarter of 2022, we created an online store for Bee & PuppyCat merchandise and

also announced that it has partnered with Toho Co., Ltd.

of Japan for global distribution and merchandising & licensing exploitation of the brand.

Guava Juice :

Guava Juice is a 2D animated IP series, produced in partnership with Studio71 and YouTube sensation Roi Fabito, who boasts a 16.5 million subscriber channel on YouTube.

As of December 31, 2022, Mainframe completed delivery of 26 x 11-minute episodes to YouTube.

Exercise of 2021 Warrants and Issuance of New Warrants

On June 26, 2023, we entered into warrant exercise inducement offer letters (the “Letter Agreements”) with certain existing institutional and accredited investors pursuant to which such investors agreed to exercise for cash certain warrants issued by us in January 2021 (the “2021 Warrants”) to purchase 2,311,550 shares of common stock (the “Exercise”).

To induce the Exercise by holders of the 2021 Warrants, we also amended the exercise price of the 2021 Warrants from $23.70 per share (as adjusted pursuant to a 1-for-10 reverse stock split of our outstanding shares of common stock effected on February 10, 2023) to $2.50 per share pursuant to the terms of the 2021 Warrants.

In consideration for the Exercise, the exercising holders received warrants to purchase up to 4,623,100 shares of common stock, and The Special Equities Group, LLC, a division of Dawson James Securities, Inc.

(“SEG”) which acted as the warrant solicitation agent for the Exercise, received a warrant to purchase up to 161,809 shares of common stock (collectively, the “Warrants”).

The Warrants are exercisable at any time beginning on November 1, 2023 (i.e., the date stockholder approval was received as described therein) (the “Initial Exercise Date”) and ends on the fifth anniversary of the Initial Exercise Date at a price per share of $2.50.

Pursuant to the Letter Agreements, we filed a registration statement on Form S-3 covering the resale of the shares of common stock issuable upon the exercise of the Warrants on July 26, 2023.

Declaration of Series C Preferred Stock Dividend;

Redemption of Series C Preferred Stock

On September 21, 2023, our board of directors declared a dividend of one one-thousandth of a share of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), for each outstanding share of our common stock, par value $0.001 per share to stockholders of record on October 2, 2023 (the “Record Date”).

Each share of Series C Preferred Stock would entitle the holder thereof to 1,000,000 votes per share (and, for the avoidance of doubt, each fraction of a share of Series C Preferred Stock would have a ratable number of votes).

Thus, each one-thousandth of a share of Series C Preferred Stock would entitle the holder thereof to 1,000 votes.

The outstanding shares of Series C Preferred Stock would vote together with the outstanding shares of common stock as a single class exclusively with respect to the approval of the proposal (the “Share Increase Proposal”) to amend our Articles of Incorporation to increase the authorized shares of common stock from 40,000,000 shares to 190,000,000 shares with a corresponding increase in the total number of authorized shares of capital stock from 50,000,000 shares to 200,000,000 shares (the “Share Increase Amendment”) and any proposal to adjourn any meeting of stockholders called for the purpose of voting on the Share Increase Amendment (the “Adjournment Proposal” and together with the Share Increase Proposal, the “Proposals”).

The Series C Preferred Stock would not be entitled to vote on any other matter, except to the extent required under Chapter 78 of the Nevada Revised Statues.

We held a special meeting of stockholders on November 1, 2023 (the “Special Meeting”), at which both Proposals were approved by the stockholders.

All shares of Series C Preferred Stock that had not been duly voted by proxy prior to the opening of the Special Meeting were automatically redeemed in whole, but not in part, by the Company as of immediately prior to the opening of such meeting.

Any outstanding shares of Series C Preferred Stock that had not been redeemed prior to the opening of the Special Meeting were redeemed in whole, but not in part, automatically upon the approval of the Share Increase Proposal by the stockholders.

Each share of Series C Preferred Stock was redeemed in consideration for the right to receive an amount equal to $0.01 in cash for each ten whole shares of Series C Preferred Stock that had been held as of immediately prior to the applicable redemption.

However, the redemption consideration in respect of the shares of Series C Preferred Stock (or fractions thereof) was only payable to such owners on the number of shares owned and redeemed pursuant to the redemptions rounded down to the nearest whole number that is a multiple of ten (such, that for example, an owner of 25 shares of Series C Preferred Stock redeemed was entitled to receive cash payment only on redemption of 20 shares of Series C Preferred Stock).

During 2023, we produced numerous owned IP and for-hire projects including:

Animated Series

Shaq’s Garage:

Shaq’s Garage production continues on this animated IP series, starring and co-produced by NBA legend, Shaquille O’Neal, is a children’s animated series about the secret adventures of Shaquille’s extraordinary collection of cars, trucks, and other unique vehicles—the Shaq Pack.

Shaq’s Garage is expected to be launched on the Kartoon Channel!

Shaq’s Garage production was completed on this animated IP series, starring and co-produced by NBA legend, Shaquille O’Neal, is a children’s animated series about the secret adventures of Shaquille’s extraordinary collection of cars, trucks, and other unique vehicles—the Shaq Pack.

Shaq’s Garage was launched on the Kartoon Channel!

during the second quarter of 2023.

A Little Wild:

A Little Wild based upon the successful movie series is an American computer-animated streaming television series about the young residents of the Central Park Zoo who have big dreams and big plans;

in a celebration of being yourself and never giving up, Alex, Marty, Gloria and Melman pursue their dreams, with abandon, no matter the size.

During the fourth quarter of 2022, Mainframe completed delivery of 52 x 22-minute animated episodes for DreamWorks Animation on a services basis.

Cocomelon specializes in 3D animation videos of both traditional nursery rhymes and original children's songs.

Mainframe produces content on a services basis for Moonbug Productions USA Inc.

and delivered 49 x 3.5 minutes of animated shorts in the second quarter of 2022.

Production continues on an additional 64 x 3 minutes of shorts with deliveries scheduled throughout 2023 and into the first quarter of 2024.

and had delivered 52 x 3-minutes of animated shorts by the end of 2023 and the final 12 x 3-minutes of animated shorts are scheduled to be delivered by the end of the first quarter of 2024.

Eggventurers:

Eggventurers is a preschool animated series featuring a zany cast of egg characters who jump into grand engineering adventures, building spectacular chain reaction machines to help them overcome obstacles and achieve their goals.

Mainframe's production of this 13 x 7-minute animated series for GoldieBlox has spanned 2022 and final deliveries are scheduled for the second quarter of 2023.

During the first and second quarter of 2023, Mainframe completed delivery of 13 x 7-minute episodes and in the second half of 2023, delivered an additional 21 minutes of new animated content for GoldieBlox.

Barbie Productions:

throughout 2022, Mainframe produced and delivered several outstanding animated Barbie series, specials, shorts and vlogs including Barbie:

It Takes Two , Barbie:

Epic Road Trip , Barbie:

Mermaid Power, Barbie:

Skipper and the Big Babysitting Adventure and Barbie:

Vlogger seasons 7 and 8 on a services basis for its longstanding client, Mattel.

Production continues on additional projects with production and deliveries scheduled through the fourth quarter of 2023.

throughout 2023, Mainframe produced and delivered several outstanding animated Barbie series, specials and shorts, including Barbie:

A Touch of Magic and Barbie and Stacie to the Rescue on a services basis for its longstanding client, Mattel.

Above & Beyond:

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The series is about a team of undersea explorers always ready to dive into action to explore new underwater worlds, rescue amazing sea creatures and protect the ocean.

Production of Seasons 6 through 8 of this animated title for Silvergate Media on a services basis continued at Mainframe throughout 2022 and into 2023, with final deliveries scheduled for the fourth quarter of 2023.

Production of Seasons 6 through 8 of this animated title for Silvergate Media on a services basis continued at Mainframe throughout 2023, with final deliveries completed during the fourth quarter of 2023.

Roblox Rumble:

Kidaverse Roblox Rumble is an elimination-style competitive reality series featuring a diverse group of girls and boys across the United States, ages 8 to 12, who compete in 10 different Roblox games to win prizes and find out who is the ultimate gamer.

Genius commenced production of this series in 2022 and completed production in 2023.

Kartoon Studios commenced production of this series in 2022 and completed production in 2023.

The series premiered on Kartoon Channel!

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Spin Master Productions:

throughout 2022, Mainframe produced on a services basis and delivered several animated series, specials and shorts for Unicorn Academy , the fantasy-adventure children’s franchise owned by its client, Spin Master, a global Canadian toy and entertainment company.

Production and deliveries are scheduled to continue through the third quarter of 2023.

Mainframe produced on a services basis and completed delivery of several animated series, specials and shorts for Unicorn Academy, the fantasy-adventure children’s franchise that hit the Netflix Global Top 10 across three weeks.

Unicorn Academy was delivered to Spin Master Entertainment, a global Canadian toy and entertainment company.

Final deliveries were completed during the fourth quarter of 2023.

Licensed Content

In addition to the wholly owned or partially-owned properties listed above, we represent Llama Llama, Bee & PuppyCat and Castlevania in the licensing and merchandising space.

Kartoon Channel!

In June 2020, we launched the Kartoon Channel!

, a digital family entertainment destination that delivers enduring childhood moments of humor, adventure, and discovery and is available across multiple AVOD and over-the-top platforms, including Comcast, Cox, DISH, Sling TV, Amazon Prime, Amazon Fire, Apple TV, Apple iOS, Android TV,

Android Mobile, Google Play, Xumo, Roku, Tubi, and streaming via KartoonChannel.com, as well as accessible via Samsung Smart TVs and LG TVs.

The Kartoon Channel!

is available in over 100 million U.S.

television households and on over 400 million devices, delivering numerous episodes of carefully curated family-friendly content.

The channel features animated programs for little kids, including “Peppa Pig Shorts,” “Super Simple Songs,” “Mellodees,” “Finny the Shark,” “Strawberry Shortcake” and content for bigger kids, such as “Angry Birds,” “Yu-Gi-Oh” and “ Bakugan, ” to original programming like "Rainbow Rangers" and " Stan Lee’s Superhero Kindergarten, ” starring Arnold Schwarzenegger.

The Kartoon Channel!

also offers STEM-based content through its Kartoon Classroom!, including “ Baby Genius,” and more.

Today’s global marketplace and the manner in which content is consumed has evolved to a point where we believe there is only one viable strategy, ubiquity.

Kids today expect to be able to watch what they want whenever they want and wherever they want.

As such, content creators now must offer direct access on multiple fronts.

This includes not only linear broadcast in key territories around the world but also across a multitude of digital platforms.

We have strong relationships with and actively solicit placement for our content with major linear broadcasters, as well as on the digital side with Netflix, Comcast’s Xfinity platform, AppleTV, Roku, Samsung TV, Amazon Fire, Amazon Prime, Netflix, YouTube, Cox, Dish, Sling, Xumo and Connected TV.

We replicate this model of ubiquity around the world defining content distribution strategies by market that blends the best of linear, video on demand (“VOD”), and digital distribution.

Finally, we expanded our long-term strategic partnership with Sony Pictures Home Entertainment from domestic to global in January 2017.

On August 31, 2018, Sony Pictures Home Entertainment assigned all of its rights and interest in our programs to Alliance Entertainment, LLC.

In addition to the wholly owned or partially-owned properties listed above, we represent Llama Llama, Bee & PuppyCat and Castlevania in the licensing and consumer products sector of the market.

Consumer Products

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We currently have, across all brands, multiple licensees and hundreds of licensed products either in development, in market or scheduled to enter the market.

Products bearing our trademarks can be found in a wide variety of retail distribution outlets reaching consumers in retailers such as Wal-Mart, Target, Barnes & Noble, Kohl’s, Amazon.com, Hot Topic and many more.

License agreements that we enter into often include financial guarantees and commitments from the manufacturers guaranteeing a minimum stream of revenue for us.

As licensed merchandise is sold at retail, these advances and/or minimum guarantees can earn out, at which point we could earn additional revenue.

Our marketing mission is to generate awareness and consumer interest in the brands of Genius via a 360-degree approach to reach audiences through all touchpoints.

Today’s global marketplace and the manner in which content is consumed has evolved to a point where we believe there is only one viable strategy;

Kids today expect to be able to watch what they want whenever they want and wherever they want.

As such, content creators now must offer direct access on multiple fronts.

This includes not only linear broadcast in key territories around the world but also across a multitude of digital platforms.

We have strong

relationships with and actively solicit placement for our content with major linear broadcasters, as well as on the digital side with Netflix, Comcast’s Xfinity platform, AppleTV, Roku, Samsung TV, Amazon Fire, Amazon Prime, Netflix, YouTube, Cox, Dish, Sling, Xumo, IOS, Android/Google Play, LG TV, Tubi, Pluto, Xbox and Connected TV.

We replicate this model of ubiquity around the world defining content distribution strategies by market that blends the best of linear, video on demand (“VOD”) and digital distribution.

Kartoon Channel!

In June 2020, we launched the Kartoon Channel!

, a digital family entertainment destination that delivers enduring childhood moments of humor, adventure, and discovery and is available across multiple AVOD, SVOD and linear streaming platforms, including Comcast, Cox, DISH, Sling TV, Amazon Prime Video, Amazon Fire, Roku, Apple TV, Apple iOS, Android TV, Android Mobile, Pluto TV, Xumo, Tubi and via KartoonChannel.com, as well as accessible via Samsung and LG smart TVs.

The Kartoon Channel!

is available in over 100 million U.S.

television households and on over 400 million devices, delivering numerous episodes of carefully curated family-friendly content.

The channel features animated classics for little kids, including “Peppa Pig Shorts,” “Mother Goose Club,” “Barney and Friends,” “Om Nom Stories,” as well as content for bigger kids, such as “Angry Birds,” “Talking Tom and Friends” and “Yu-Gi-Oh!” and original programming like “ Rainbow Rangers” and “ Stan Lee’s Superhero Kindergarten, ” starring Arnold Schwarzenegger.

The Kartoon Channel!

also offers STEM-based content and Spanish language programming.

Kartoon Channel!

We have expanded the distribution footprint of Kartoon Channel!

to over 61 territories across Europe, the Middle East, Africa, Latin America and Asia by rolling out Kartoon Channel!

The channel includes the original Kartoon Channel!

programming, as well as the animated content from YFE’s animation catalogue.

Channel Frederator Network

Channel Frederator Network, owned by Frederator, is a multi-channel network that makes up the largest animation network on YouTube.

The multi-channel network has channels featuring over 2,000 exclusive creators and influencers, garnering billions of views annually.

We own the Canadian company Ameba Inc.

(“Ameba TV”), which distributes SVOD services for kids and has become a focal point of revenue for TOON Media Networks’ subscription offering.

Ameba TV provides a streaming service that is full of active, engaging and intelligent programming.

It is available across multiple platforms including Comcast, Cox, DISH, Sling TV, Amazon Prime Video, Amazon Fire, Roku, Apple TV, Apple iOS, Android TV, Android Mobile, Pluto TV, Xumo, Xbox and Tubi.

Ameba TV is available in the U.S.

and Canada and provides numerous hours of educational programming for children.

Ameba TV is comprised of 14,000+ episodes and 2,800+ hours of kids’ shows.

The streaming service features educational shows, including “Gisele’s Big Backyard,” “Grammaropolis” and “ABC Monster” .

There are hundreds of kids’ music videos, including “Alex and the Kaleidoscope Band” and “Zinghoppers,” and a catalog of classic content, such as “Babar” and “Franklin and Friends.”

Our marketing mission is to generate awareness and consumer interest in the brands of Kartoon Studios via a 360-degree approach to reach audiences through all touchpoints.

Successful marketing campaigns for our brands have not only included traditional marketing tactics but now also include utilizing social media influencers (individuals with a strong, existing social media presence who drive awareness of our brands to their followers), strategic social media marketing, and cross-promotional consumer product campaigns.

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platform, which has potential reach into over 100 million U.S.

television households, provides additional reach to promote our content and consumer products.

television households, nearly 100% of the U.S.

market penetration, provides additional reach to promote our content and consumer products.

We compete against other creators of children’s content including Disney, Nickelodeon, PBS Kids, and Sesame Street, as well as other small and large creators.

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As of the same date, we licensed our content to over 60 broadcasters in more than 90 countries worldwide, as well as a number of VOD and online platforms that have a global reach.

This broad cross-section of customers includes companies such as Comcast, Netflix, Sony, YouTube, Mattel, Target, Penguin Publishing, Manhattan Toys, Roku, Apple TV, Amazon, Google, Bertelsmann Music Group, Discovery International, and others both domestically and internationally.

At December 31, 2023, we had four customers whose total revenue accounted for 74.4% of our total revenue.

Government Regulation

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Although we do not manufacture and may not directly distribute toy products, a recall of any of the products may adversely affect our business, financial condition, results of operations and prospects.

We also maintain websites which include our corporate website located at www.gnusbrands.com and many brand websites.

We also maintain websites which include our corporate website located at www.kartoonstudios.com and many brand websites.

These websites are subject to laws and regulations directly applicable to internet communications and commerce, which is a currently developing area of the law.

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As of December 31, 2023, we own the following properties and related trademarks such as:

“Rainbow Rangers,” “ SpacePop, ” “ Secret Millionaires Club,”“Thomas Edison’s Secret Lab,” “ Baby Genius, ” “ Kid Genius, ” “ Wee Worship, ” “ Kaflooey, ” "Bravest Warriors," "Bee & Puppycat" and "Castlevania," as well as several other names and trademarks on characters that had been developed for our content and brands.

“Rainbow Rangers,” “ SpacePop, ” “ Secret Millionaires Club,”“Thomas Edison’s Secret Lab,” “ Baby Genius, ” “ Kid Genius, ” “ Wee Worship, ”

“ Kaflooey, ” “ Bravest Warriors,” “Bee & Puppycat” and “ Castlevania,” as well as several other names and trademarks on characters that had been developed for our content and brands.

Additionally, we have the United States trademark and various international trademarks applications pending for Kartoon Channel!, Kartoon Channel!

Pop Quiz, Little Genius and Little Genius Jukebox .

As of December 31, 2022, we hold 22 registered trademarks in multiple classes in the United States associated with the Genius brand.

Through our controlling interest in Stan Lee Universe, we control the rights to the name, image, the likeness, the signature, and the consumer product licensing to the iconic Stan Lee.

As of December 31, 2023, we hold 22 registered trademarks in multiple classes in the United States associated with the Kartoon Studios brand.

We also have a number of registered and pending trademarks in Europe, Australia, China, Japan and Mexico and other countries in which our products are sold.

We also jointly hold 92 registered trademarks in multiple classes in multiple countries associated with our ownership interest in Stan Lee Universe, in addition to 6 pending trademarks.

As of December 31, 2022, we also hold 146 motion pictures, 42 sound recordings, and two literary work copyrights related to our video, music and written work products.

As of December 31, 2023, we also hold rights in over 200 motion pictures, over 600 different shows across our partnerships with over 150 different licensors.

In addition, we hold 270 sound recordings and two literary work copyrights related to our video, music and written work products.

We have 50/50 ownership agreements with Martha Stewart and her related brand “ Martha & Friends ” and Gisele Bündchen’s and her related brand “ Gisele & the Green Team.

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As a global content company that reaches millions of people, we aim to be a positive force in the world.

We are committed to advancing and strengthening our approach to environmental, social and governance (“ESG”) topics to help serve our partners, audiences, employees and shareholders — and to enhance our success as a business.

We are committed to advancing and strengthening our approach to environmental, social and governance (“ESG”) topics to help serve our partners, audiences, employees and stockholders — and to enhance our success as a business.

We are committed to responsible, ethical and inclusionary business practices as outlined below:

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We strive to be an inclusionary workplace because we believe that it strengthens our business.

• In 2021, we created the role of Chief Diversity Officer.

That role is responsible for both helping meet our hiring goals and reviewing the content we create.

• We maintain a Chief Diversity Officer who is responsible for helping us meet our hiring goals and reviewing the content we create.

• Our board of directors is diverse with representation from people of color and the LGBTQ community.

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Website Access to Our SEC Filings and Corporate Governance Documents

On the Investors page on our website www.gnusbrands.com we post links to our filings with the SEC, our Corporate Code of Conduct and Whistleblower Policy, which applies to our Board of Directors, executives and all of our employees, our Company Bylaws, our Insider Trading Policy and the charters of the committees of our Board of Directors.

On the Investors page on our website www.kartoonstudios.com we post links to our filings with the SEC, our Corporate Code of Conduct and Whistleblower Policy, which applies to our Board of Directors, executives and all of our employees, our Company Bylaws, our Insider Trading Policy and the charters of the committees of our Board of Directors.

Our filings with the SEC are posted as soon as reasonably practical after they are electronically filed with, or furnished to, the SEC.

You can also obtain copies of these documents by writing to us at:

Genius Brands International, Inc., at 190 N.

Kartoon Studios, Inc., at 190 N.

Canon Drive, 4 th Floor, Beverly Hills, California 90210, Attn:

Corporate Secretary or by using the “Contact” page of our website www.gnusbrands.com/contact-us.

Corporate Secretary or by using the “Contact” page of our website www.kartoonstudios.com/contact-us.

All of these documents and filings are available free of charge.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business