Kartoon Studios, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures ensuring that information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, were ineffective, due to a material weakness related to Information Technology General Control area. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements Because of our inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 39 Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). Our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial and accounting officer), has concluded that, as of December 31, 2024, based on those criteria, our internal controls over financial reporting are ineffective, due to a material weakness related to Information Technology General Control area. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our internal controls over financial reporting included a process deficiency which is observed in many small companies with a small number of accounting and financial reporting staff: · Inadequate design of user access provisioning/deprovisioning controls and inadequate segregation of duties on certain controls or processes Our management believes the financial statements included in this Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP. Changes in Internal Control over Financial Reporting As disclosed in our 2023 Annual Report for the year ended December 31, 2023, based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2023 that our disclosure controls and procedures, as defined in Rules 13a-15(f) and 15d-15(f), promulgated under the Exchange Act were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting. Specifically, these weaknesses were identified in the following areas: · Inadequate design of user access provisioning/deprovisioning controls and inadequate segregation of duties on certain controls or processes; · Lack of specialized experts related to income tax areas; and · Inappropriate application of accounting standards related to warrant modifications. In response to the identified material weaknesses, management has taken comprehensive actions to strengthen its internal controls and has been and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated. Our plans for remediation included, but were not limited to, the efforts summarized below, which have been implemented: · Enhanced procedures for formal documented review and approval of journal entries; · Reorganized the accounting team members to ensure proper segregation of duties; · Implemented core financial reporting and financial close software systems; · Performed risk assessment procedures and improved the documentation of internal processes and controls; 40 · Improved review and documentation over complex financial transactions; · Implemented additional procedures over assessment of cybersecurity and information technology general controls; · Increase the extent of oversight and verification checks included in operation of user access controls and processes; and · Continue to enhance review over financial reporting, financial operations, internal controls including segregation of duties; as well as improve tax analysis and fair value estimates. The Company remains committed to improving internal controls and ongoing enhancements to our financial reporting processes. Remediation of a Material weakness in Internal Control over Financial Reporting We recognize the importance of the control environment as it sets the overall tone for the Company and serves as the foundation for all other components of internal control. Accordingly, we have taken significant steps to enhance our internal control over financial reporting and remediate previously identified material weaknesses. As of December 31, 2024, we have successfully remediated the material weakness related to the income tax area through the engagement of third party tax expertise, implementing formalized controls and documentation processes over income tax accounting and reporting. In addition, the material weakness related to the accounting for complex and non-routine transactions has been remediated through the enhanced technical review procedures and the involvement of external advisors for significant transactions. Other remediation efforts, that have been implemented include controls over segregation of duties (with the ITGC exception noted below) through the use of dedicated systems for period close, accounts payable and reporting and quarterly review procedures. As of December 31, 2024 a material weakness related to our information technology general controls (ITGC) remains. However, the management has discussed this matter and developed a remediation plan including transitioning some of the administrative responsibilities to a third-party service provider. Given, that the plan has not yet been fully implemented, the control remains ineffective as of December 31, 2024. Beginning in the second quarter of 2024 and through the remainder of the 2024 fiscal year, all but one of our previously identified material weaknesses were remediated, with the exception of the ITGC matter noted above. We remain committed to completing the final phase of our remediation plan and strengthening our overall control environment. Inherent Limitations over Internal Controls Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Item 9B. Other Information During the quarter ended December 31, 2024, none of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 41 PART III Item 10. Directors, Executive Officers and Corporate Governance Information required by this item is incorporated by reference to our Proxy Statement. Item 11. Executive Officer and Director Compensation Information required by this item is incorporated by reference to our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this item is incorporated by reference to our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this item is incorporated by reference to our Proxy Statement. Item 14. Principal Accounting Fees and Services Current Principal Accountant Fees and Services WithumSmith+Brown, PC (“Withum”) served as our independent registered public accounting firm for the fiscal year ended December 31, 2024 and has served as our independent registered public accounting firm since January 29, 2024. The following table sets forth fees billed to us by Withum for the years ended December 31, 2024 and 2023 for services rendered for the audit of our annual financial statements, the review of our quarterly financial statements and services rendered in connection with the filing of registration statements: 2024 2023 Audit Fees $ 590,476 $ 410,072 Audit-Related Fees 14,300 – Tax Fees – – Other Fees – Total Fees $ 604,776 $ 410,072 Former Principal Accountants Fees and Services Baker Tilly US, LLP (“Baker Tilly”) served as our independent registered public accounting firm for the fiscal year ended December 31, 2022 and until October 23, 2023. The following table sets forth fees billed to us by Baker Tilly for the years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance. 2024 2023 Audit Fees $ – $ 581,839 Audit-Related Fees 43,200 75,095 Tax Fees 150,551 205,474 Other Fees 195,000 – Total Fees $ 388,751 $ 862,408 42 Mazars USA LLP (“Mazars”) served as our independent registered public accounting firm from October 23, 2023 until January 24, 2024. The following table sets forth fees billed to us by Mazars for the years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance. 2024 2023 Audit Fees $ – $ 70,720 Audit-Related Fees – – Tax Fees – – Other Fees – – Total Fees $ – $ 70,720 Pre-Approval Policies and Procedures We obtain an engagement letter for all audit and tax services. The Audit Committee pre-approves the services performed by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services, as follows: · Audit services include professional services rendered by the principal accountant for the audit of the annual and review of the quarterly financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards. · Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. · Tax services include all services performed by the independent auditor’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice. · Other Fees are those associated with services provided by the principal accountant not captured in the other categories. Examples include comfort letters, circle-ups, and related document reviews for company capital raise initiatives. 43 PART IV Item 15. Exhibits and Financial Statement Schedules Financial Statements The financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data”. Index to Consolidated Financial Statements is located herein immediately following the signature page of this Annual Report on Form 10-K. Financial Statement Schedules have been omitted as they are either not required, not applicable, or the information is otherwise included. EXHIBIT INDEX 2.1 Arrangement Agreement dated as of October 26, 2021 among the Company, 1326919 B.C. LTD. and Wow Unlimited Media Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021) 2.2 Agreement and Plan of Merger dated June 21, 2023 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 27, 2023) 3.1 Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 2021) 3.2 Certificate of Change to the Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on February 9, 2023 (Incorporated by reference to Exhibit 3.1 the Company’s Current Report on Form 8-K, filed with the SEC on February 10, 2023) 3.3 Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 19, 2019) 3.4 Amended and Restated Certificate of Designations, Preferences and Rights of the 0% Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada on November 21, 2019 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2019) 3.5 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 12, 2022) 3.6 Articles of Merger of Kartoon Studios, Inc. into the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 27, 2023). 3.7 Certificate of Designation of Series C Preferred Stock of the Company, dated September 25, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed on September 25, 2023) 3.8 First Amendment to the Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 25, 2023) 3.9 Certificate of Change to the Articles of Incorporation of the Company, filed with the Secretary of State of the State of Nevada on November 9, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2023) 4.1 Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2018) 4.2 Form of Waiver Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2019) 4.3* Description of Capital Stock 4.4 Form of Investor Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2019) 44 4.5 Form of Reload Warrant (Incorporated by reference to Exhibit 4 . 1 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2019) 4.6 Form of New Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021) 4.7 Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 27, 2023) 4.8 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 19, 2024) 4.9 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 18, 2024) 4.10 Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 18, 2024) 4.11 Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 18, 2024) 4.12 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on December 18, 2024) 10.1† Form of Stock Option Grant Notice Pursuant to the Company's 2020 Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on December 11, 2020) 10.2† Form of Restricted Stock Unit Agreement Pursuant to the Company's 2020 Incentive Plan (Incorporated by reference to Exhibit 10.4 the Company's Current Report on Form 8-K filed with the SEC on December 11, 2020) 10.3† 2015 Incentive Plan of the Company, as amended (Incorporated by reference to Exhibit 10 . 1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2017) 10.4 Subscription Agreement dated January 17, 2017 between the Company and Sony DADC USA, Inc. (Incorporated by reference to Exh ibit 10. 1 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2017) 10.5 Registration Rights Agreement dated August 17, 2018 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2018) 10.6† Kartoon Studios Inc 2020 Incentive Plan amended and restated March 21, 2024 ( Incorporated by reference to Exhibit 99.1 the Company’s Form S-8 filed with the SEC on June 11, 2024 ) 10.7† Amended and Restated Employment Agreement between the Company and Michael Jaffa, dated November 7, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2020) 10.8† Amended and Restated Employment Agreement between the Company and Andrew Heyward, dated December 7, 2020 (Incorporated by reference to Exhibit 10. 1 to the Company’s Current Report on Form 8-K filed with the SEC on December 11, 2020) 10.9† Amendment No. 1 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated February 22, 2021 (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 10.10† Amendment No. 2 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated June 23, 2021 (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 10.11† Amendment No. 3 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated November 22, 2021 (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 10.12 Share Purchase Agreement, dated of December 1, 2021, by and the Company and F&M Film-und Medien Beteiligungs GmbH (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2021) 10.13 Shareholder Agreement, dated as of December 1, 2021 among the Company and F&M Film-und Medien Beteiligungs GmbH (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2021) 10.14† Amendment No. 1 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated December 16, 2021 (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 10.15† Amendment No. 4 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated August 25, 2022 (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 10.16† Amendment No. 2 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated January 8, 2023 (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 10.17† Amendment No. 5 to the Amended and Restated Employment Agreement between the Company and Andrew Heyward dated February 27, 2023 (incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023) 45 10.18 Form of Letter Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 27, 2023). 10.19 Termination of Lease Agreement, dated July 26, 2023 by and between Lyndhurst Investments, LLC. and Beacon Media Group (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed with the SEC on August 14, 2023) 10.20† Employment Agreement dated as of September 15, 2023, by and between the Company and Brian Parisi, effective as of September 27, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2023) 10.21† Amendment No. 3 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated November 13, 2023 (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on April 9, 2024) 10.22 Securities Purchase Agreement, dated April 18, 2024, by and between Kartoon Studios, Inc. and each purchaser identified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2024) 10.23 Placement Agent Agreement, dated as of April 18, 2024, by and between Kartoon Studios, Inc. and EF Hutton LLC (incorporated by reference to Exhibit 10. 2 to the Company’s Current Report on Form 8-K filed on April 19, 2024) 10.24 Placement Agency Agreement, dated December 16, 2024, by and between Kartoon Studios, Inc. and Roth Capital Partners, LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 18, 2024) 10.25 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 18, 2024) 10.26 Form of Amendment Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 21, 2025) 10.27†* Amendment No. 4 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa, dated November 6, 2024 10.28†* Amendment No. 1 to the Amended and Restated 2020 Incentive Plan, effective December 12, 2024 16.1 Letter from Baker Tilly US, LLP, dated October 27, 2023 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on October 27, 2023) 16.2 Letter from Mazars USA LLP, dated January 30, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on January 30, 2024) 19.1* Kartoon Studios, Inc. Insider Trading Policy 21.1* List of Subsidiaries of the Company 23.1* Consent of WithumSmith+Brown, PC 31.1* Section 302 Certification of Chief Executive Officer 31.2* Section 302 Certification of Chief Financial Officer 32.1** Section 906 Certification of Chief Executive Officer 32.2** Section 906 Certification of Chief Financial Officer 97.1 Kartoon Studios, Inc. Clawback Policy, effective December 1, 2023 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 9, 2024) 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in inline XBRL and included in exhibit 101). __________ * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. 46 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, thereunto duly authorized. Kartoon Studios, Inc. March 31, 2025 By: /s/ Andy Heyward Andy Heyward Chief Executive Officer (Principal Executive Officer) March 31, 2025 /s/ Brian Parisi Brian Parisi Chief Financial Officer (Principal Financial and Accounting Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andy Heyward and Michael Jaffa, jointly and severally, attorney-in-fact, with the power of substitution in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Andy Heyward March 31, 2025 Andy Heyward Chief Executive Officer (Principal Executive Officer) /s/ Brian Parisi March 31, 2025 Brian Parisi Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Henry Sicignano III March 31, 2025 Henry Sicignano III Director /s/ Joseph “Gray” Davis March 31, 2025 Joseph “Gray” Davis Director /s/ Lynne Segall March 31, 2025 Lynne Segall Director /s/ Anthony Thomopoulos March 31, 2025 Anthony Thomopoulos Director /s/ Margaret Loesch March 31, 2025 Margaret Loesch Director /s/ Dr. Cynthia Turner-Graham March 31, 2025 Dr. Cynthia Turner-Graham Director 47 KARTOON STUDIOS, INC. INDEX TO FINANCIAL STATEMENTS Page No. Financial Statements as of and for the Years Ended December 31, 2024 and 2023 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 100) 48 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 5 2 Consolidated Statements of Operations 53 Consolidated Statements of Comprehensive Loss 54 Consolidated Statements of Stockholders’ Equity 55 Consolidated Statements of Cash Flows 56 Notes to Consolidated Financial Statements 57 48 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Kartoon Studios, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kartoon Studios, Inc. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 49 Accounting for Complex Equity Transactions Description: As disclosed in Note 13 to the consolidated financial statements, in April 2024, the Company closed a registered direct offering of the sale of 3,900,000 shares of common stock and pre-funded warrants to purchase up to 100,000 shares of common stock, at $1.00 per share of common stock and $0.99 per pre-funded warrant. Additionally, in connection with the April 2024 Offering, the exercise price of certain warrants to purchase 4,784,909 shares of common stock, previously issued by the Company in June 2023, was reduced from $2.50 per share to $1.00 per share pursuant to anti-dilution provisions contained in such warrant agreements. Following an analysis under applicable accounting guidance, the Company determined that the pre-funded warrants met the criteria for equity classification. In December 2024, the Company closed an offering for 4,375,000 shares of common stock, pre-funded common stock purchase warrants to purchase up to 3,519,736 shares of common stock, Series A common stock purchase warrants to purchase up to 7,894,736 shares of common stock, and Series B common stock purchase warrants to purchase up to 7,894,736 shares of common stock. Each share of common stock and each pre-funded warrant was issued together with one Series A warrant and one Series B warrant as part of an integrated offering. The purchase price per share of common stock, together with accompanying Series A and Series B warrants, was $0.57, while the purchase price per pre-funded warrant was $0.569. The Company issued warrants to purchase 1,657,895 shares of common stock to the placement agent with an exercise price of $0.71 per share. Following an analysis under applicable accounting guidance, the Company determined that the pre-funded warrants and placement agent warrants met the criteria for equity classification, while the Series A and Series B warrants required classification as liabilities. The liability-classified warrants were subsequently measured at fair value, with changes recognized in earnings. The accounting for the transactions required an assessment of the particular features of the warrants, and the impact of those features on the accounting and classifications of the warrants. The complexities and significant estimates required a high degree of auditor judgement and an increased extent of audit effort. Response: Our audit procedures related to management’s judgements of the accounting treatment for the warrants and classification, as well as the determination of fair value of the transactions. Our audit procedures included, among others, inspecting the agreements and evaluating the terms and conditions of the agreements and assessing the reasonableness of management’s interpretation and application of the appropriate accounting authoritative guidance. Our audit procedures also included utilizing personnel with specialized skill and knowledge to assist in assessing the appropriateness of conclusions reached by management by evaluating the underlying terms of the agreements and assessing the appropriateness of management’s application of the authoritative accounting guidance. We evaluated the methodologies and assumptions used to estimate the fair value of the warrants on the date of grant as well as of December 31, 2024. In addition, we evaluated the Company’s footnote disclosures in relation to the warrants. 50 Impairment of Intangible Assets Description: As disclosed in Note 9 to the financial statements, as of December 31, 2024, the Company had $19.7 million of intangible assets, net. The Company completes the annual intangible asset impairment tests at the end of each fiscal year. Intangible assets have been acquired, either individually or with a group of other assets, and were initially recognized and measured based on fair value. Subjective auditor judgment was required to evaluate certain key assumptions used determine the fair value of the reporting units and the intangible assets. For the reporting units, the key assumptions included the discount rates used in the present value calculations and forecasted revenue growth rates and operational cost trends. For the intangible assets, the key assumptions included the discount rates used in the present value calculations and the forecasted revenue growth rate and operational cost trends. Changes to these key assumptions could have had a substantial impact on the fair value of the reporting units and intangible asset and the amount of the impairment charges. Additionally, the audit effort associated with the estimates required specialized valuation skills and knowledge. Response: The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s third-party specialist and their valuation report and checked it for mathematical accuracy. We reviewed key valuation inputs and reviewed the comparable company guidelines for reasonableness. We evaluated the forecasted revenue growth and operational costs for reasonableness by utilizing historical rates to benchmark and also used peer company data. We evaluated the Company’s discount rates by comparing the assumptions and data used by management to develop the discount rates to publicly available market data and historical experience. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the appropriateness of the valuation method utilized. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2024. Whippany, New Jersey March 31, 2025 PCAOB ID Number: 100 51 Kartoon Studios, Inc. Consolidated Balance Sheets (in thousands, except for share data) As of December 31, 2024 2023 ASSETS Current Assets: Cash $ 7,879 $ 3,594 Restricted Cash 506 501 Investments in Marketable Securities (amortized cost of $ 2,116 and $ 12,838 , respectively) 2,029 11,950 Accounts Receivable (net of allowance of $ 239 and $ 189 , respectively) 11,982 18,072 Tax Credits Receivable (net of allowance of $ 187 and $ 527 , respectively) 10,295 20,714 Other Receivable 1,367 103 Prepaid Expenses and Other Assets 606 740 Total Current Assets 34,664 55,674 Noncurrent Assets: Property and Equipment, net 2,053 1,877 Operating Lease Right-of-Use Assets, net 5,847 7,076 Finance Lease Right-of-Use Assets, net 278 1,867 Notes and Accounts Receivable from Related Party 1,352 1,435 Film and Television Costs, net 2,621 1,295 Tax Credits Receivable (net of allowance of $ 421 and $ 0 , respectively) 2,384 – Investment in Your Family Entertainment AG 16,429 19,094 Intangible Assets, net 19,722 22,993 Other Assets 117 125 Total Assets $ 85,467 $ 111,436 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts Payable $ 11,954 $ 16,864 Participations Payable 1,427 1,915 Accrued Expenses 405 691 Accrued Salaries and Wages 1,213 1,926 Deferred Revenue 5,997 3,127 Margin Loan 900 782 Production Facilities, net 9,220 15,336 Bank Indebtedness – 2,905 Current Portion of Operating Lease Liabilities 1,002 908 Current Portion of Finance Lease Liabilities 249 1,120 Warrant Liability – 63 Due to Related Party 8 3 Other Current Liabilities 1,065 – Total Current Liabilities 33,440 45,640 Noncurrent Liabilities: Deferred Revenue 3,371 3,458 Operating Lease Liabilities, Net Current Portion 5,359 6,736 Finance Lease Liabilities, Net Current Portion 54 928 Deferred Tax Liability, net 1,301 1,399 Warrant Liability 5,477 – Other Noncurrent Liabilities 5 14 Total Liabilities 49,007 58,175 Commitments and Contingencies (Note 19) – – Stockholders’ Equity: Preferred Stock, 10,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023 – – 0% Series A Convertible Preferred Stock, $ 0.001 par value, 6,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023 – – Series B Preferred Stock, $ 0.001 par value, 0 and 1 share authorized, 0 and 1 share issued and outstanding as of December 31, 2024 and December 31, 2023, respectively – – Series C Preferred Stock, $ 0.001 par value, 50,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023 – – Common Stock, $ 0.001 par value, 190,000,000 shares authorized; 46,285,078 and 35,323,217 shares issued and 46,209,081 and 35,247,744 outstanding as of December 31, 2024 and December 31, 2023, respectively 45 352 Additional Paid-in Capital 777,930 773,986 Treasury Stock at Cost, 75,997 and 75,473 shares of common stock as of December 31, 2024 and December 31, 2023, respectively ( 340 ) ( 339 ) Accumulated Deficit ( 739,285 ) ( 718,546 ) Accumulated Other Comprehensive Loss ( 3,379 ) ( 3,883 ) Total Kartoon Studios, Inc. Stockholders’ Equity 34,971 51,570 Non-Controlling Interests in Consolidated Subsidiaries 1,489 1,691 Total Stockholders’ Equity 36,460 53,261 Total Liabilities and Stockholders’ Equity $ 85,467 $ 111,436 The accompanying notes are an integral part of these consolidated financial statements. 52 Kartoon Studios, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended December 31, 2024 2023 Revenues: Production Services $ 17,850 $ 26,799 Content Distribution 9,607 11,698 Licensing and Royalties 298 649 Media Advisory and Advertising Services 4,836 4,939 Total Revenues 32,591 44,085 Operating Expenses: Marketing and Sales 1,243 2,651 Direct Operating Costs 23,134 40,399 General and Administrative 25,210 35,324 Impairment of Property and Equipment – 134 Impairment of Intangible Assets – 4,413 Impairment of Goodwill – 33,534 Total Operating Expenses 49,587 116,455 Loss from Operations ( 16,996 ) ( 72,370 ) Interest Expense ( 779 ) ( 3,126 ) Other Expense ( 3,209 ) ( 2,679 ) Loss Before Income Tax Benefit ( 20,984 ) ( 78,175 ) Income Tax Benefit 43 973 Net Loss ( 20,941 ) ( 77,202 ) Net Loss Attributable to Non-Controlling Interests 202 99 Net Loss Attributable to Kartoon Studios, Inc. $ ( 20,739 ) $ ( 77,103 ) Net Loss per Share - Basic $ ( 0.54 ) $ ( 2.29 ) Net Loss per Share - Diluted $ ( 0.54 ) $ ( 2.29 ) Weighted Average Shares Outstanding - Basic 38,413,131 33,672,305 Weighted Average Shares Outstanding - Diluted 38,413,131 33,672,305 The accompanying notes are an integral part of these consolidated financial statements. 53 Kartoon Studios, Inc. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2024 2023 Net Loss $ ( 20,941 ) $ ( 77,202 ) Change in Accumulated Other Comprehensive Loss: Change in Unrealized Gain on Marketable Securities 190 1,231 Realized Losses on Marketable Securities Reclassified from AOCI into Earnings 612 4,496 Foreign Currency Translation Adjustments ( 298 ) 315 Total Change in Accumulated Other Comprehensive Loss 504 6,042 Total Comprehensive Net Loss $ ( 20,437 ) $ ( 71,160 ) Net Loss Attributable to Non-Controlling Interests 202 99 Total Comprehensive Net Loss Attributable to Kartoon Studios, Inc. $ ( 20,235 ) $ ( 71,061 ) The accompanying notes are an integral part of these consolidated financial statements. 54 Kartoon Studios, Inc. Consolidated Statements of Stockholders’ Equity (in thousands, except share data) Common Stock Preferred Stock Additional Paid-In Treasury Stock Accumulated Accumulated Other Comprehensive Non-Controlling Shares Amount Shares Amount Capital Shares Amount Deficit Loss Interest Total Balance, December 31, 2022 31,918,552 $ 319 1 $ – $ 762,418 42,633 $ ( 290 ) $ ( 641,443 ) $ ( 9,925 ) $ 1,790 $ 112,869 Issuance of Common Stock for Services 481,850 – – – 1,105 – – – – – 1,105 Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes 418,648 31 – – ( 32 ) 32,840 ( 49 ) – – – ( 50 ) Fractional Shares Issued Upon Reverse Stock Split 117,144 – – – – – – – – Proceeds From Warrant Exchange, net 2,311,550 2 – – 4,854 – – – – – 4,856 Reclassification of Warrant Liability to Equity – – – – 2,969 – – – – – 2,969 Share Based Compensation – – – – 2,671 – – – – – 2,671 Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss – – – – 1 – – – 5,727 – 5,728 Currency Translation Adjustment – – – – – – – – 315 – 315 Distributions to Non-Controlling Interest – – – – – – – – – – – Net Loss – – – – – – – ( 77,103 ) – ( 99 ) ( 77,202 ) Balance, December 31, 2023 35,247,744 $ 352 1 $ – $ 773,986 75,473 $ ( 339 ) $ ( 718,546 ) $ ( 3,883 ) $ 1,691 $ 53,261 Issuance of Common Stock for Services 362,568 – – – 306 – – – – – 306 Issuance of Common Stock for Vested Restricted Stock Units, Net of Shares Withheld for Taxes 166,033 – – – – 524 ( 1 ) – – – ( 1 ) Stock Options Granted to Consultants – – – – 30 – – – – – 30 Reclassification Related to Reverse Stock Split – ( 317 ) – – 317 – – – – – – Proceeds from Securities Purchase Agreement, Net 8,375,000 8 – – 3,014 – – – – – 3,022 Placement Agent Fee Paid in Cash – – – – ( 390 ) – – – – – ( 390 ) Warrant Exercise 2,057,736 2 – – – – – – – – 2 Film Financing From External Investor – – – – – – – – – – – Share Based Compensation – – – – 667 – – – – – 667 Share cancellation – – ( 1 ) – – – – – – – – Realized Loss Reclassified from AOCI to Earnings, net change in Unrealized Loss – – – – – – – – 802 – 802 Currency Translation Adjustment – – – – – – – – ( 298 ) – ( 298 ) Net Loss – – – – – – – ( 20,739 ) – ( 202 ) ( 20,941 ) Balance, December 31, 2024 46,209,081 $ 46 – $ – $ 777,930 75,997 $ ( 340 ) $ ( 739,285 ) $ ( 3,379 ) $ 1,489 $ 36,460 The accompanying notes are an integral part of these consolidated financial statements. 55 Kartoon Studios, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2024 2023 Cash Flows from Operating Activities: Net Loss $ ( 20,941 ) $ ( 77,202 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Amortization of Film and Television Costs 231 625 Depreciation and Amortization of Property, Equipment and Intangible Assets 2,408 2,549 Amortization of Right-of-Use Asset 1,737 2,782 Amortization of Premium on Marketable Securities 67 391 Share Based Compensation Expense 667 2,671 Impairment of Film and Television Costs – 6,911 Impairment of Intangible Assets – 4,413 Impairment of Goodwill – 33,534 Unrealized Loss on Foreign Currency for Goodwill – 287 Impairment of Property and Equipment – 134 Loss on Early Lease Termination – 258 Fair Value Of Issued Warrants – 12,664 Deferred Income Taxes 7 ( 973 ) Marketing Expenses in Exchange for Stock – 1,195 Loss (Gain) on Revaluation of Equity Investments in Your Family Entertainment AG 1,627 ( 2,314 ) Unrealized (Gain) Loss on Foreign Currency of Equity Investments in Your Family Entertainment AG 1,038 ( 533 ) Gain on Warrant Revaluation ( 63 ) ( 10,373 ) Loss on Transaction 985 – Realized Loss on Marketable Securities 611 4,496 Write-off of Disputed Trade Payable – ( 925 ) Stock Issued for Services 306 1,105 Stock Options Issued for Services 30 – Credit Loss Expense 232 401 Other Non-Cash Items – ( 2 ) Decrease (Increase) in Operating Assets: Accounts Receivable, net 5,912 ( 2,572 ) Other Receivable ( 36 ) 1,066 Tax Credits Earned (less capitalized) ( 9,071 ) ( 14,806 ) Tax Credits Received, net 15,979 20,621 Employee Retention Tax Credit Receivable ( 1,232 ) – Film and Television Costs, net ( 1,731 ) ( 1,037 ) Prepaid Expenses and Other Assets 118 622 Increase (Decrease) in Operating Liabilities: Accounts Payable ( 4,897 ) 5,346 Accrued Salaries and Wages ( 627 ) ( 592 ) Accrued Expenses ( 280 ) ( 277 ) Accrued Production Costs 1,679 1,092 Participations Payable ( 449 ) ( 1,067 ) Deferred Revenue 3,106 ( 5,937 ) Lease Liability ( 788 ) ( 622 ) Due to Related Party ( 1 ) ( 4 ) Other Liabilities ( 113 ) ( 19 ) Net Cash Used in Operating Activities $ ( 3,489 ) $ ( 16,092 ) Cash Flows from Investing Activities: Repayments from Related Party for Note Receivables 83 1,333 Proceeds from Principal Collections on Marketable Securities – 460 Proceeds from Sales and Maturities of Marketable Securities 10,046 72,137 Purchase of Property and Equipment ( 117 ) ( 72 ) Net Cash Provided by Investing Activities $ 10,012 73,858 Cash Flows from Financing Activities: Proceeds from Margin Loan 11,021 21,160 Repayments of Margin Loan ( 10,901 ) ( 81,169 ) Proceeds from Production Facilities 8,852 12,932 Repayment of Production Facilities ( 14,756 ) ( 17,667 ) (Repayments of )/Proceeds from Bank Indebtedness, net ( 2,810 ) 1,122 Proceeds from Warrant Exchange, net – 5,299 Principal Payments on Finance Lease Obligations ( 1,661 ) ( 2,162 ) Debt Issuance Costs ( 2 ) ( 18 ) Film Financing from External Investors – – Placement Agent Fee Paid in Cash ( 390 ) – Proceeds from Securities Purchase Agreement, net 7,515 – Shares Withheld for Taxes on Vested Restricted Shares ( 1 ) ( 49 ) Proceeds from Warrant Exercise 2 – Payment for Warrant Put Option Exercise – ( 250 ) Net Cash Used in Financing Activities $ ( 3,131 ) ( 60,802 ) Effect of Exchange Rate Changes on Cash 898 ( 301 ) Net Increase (Decrease) in Cash and Restricted Cash 4,290 ( 3,337 ) Beginning Cash and Restricted Cash 4,095 7,432 Ending Cash and Restricted Cash $ 8,385 $ 4,095 Supplemental Disclosures of Cash Flow Information Cash Paid for Interest $ 129 $ 1,822 Cash Paid for Taxes $ – $ 64 Non-Cash Operating Activities Reduction in Leased Asset Due to Modified Lease Liability $ – $ 219 Non-Cash Financing and Investing Activities Leased Assets Obtained in Exchange for New Finance Lease Liabilities $ – $ 1,432 Warrants Issued for Services $ – $ 443 Warrant Modification $ – $ 3,510 The accompanying notes are an integral part of these consolidated financial statements. 56 Kartoon Studios, Inc. Notes to Consolidated Financial Statements December 31, 2024 Note 1: Organization and Business Organization and Nature of Business 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 educational, multimedia animated content for children. Led by experienced industry personnel, the Company distributes its content primarily on streaming platforms and television, and license properties for a broad range of consumer products based on the Company’s characters. The Company is a “work for hire” producer for many of the streaming outlets and animated content intellectual property (“IP”) holders. In the children’s media sector, the Company’s portfolio features “content with a purpose” for toddlers to tweens, providing enrichment as well as entertainment. With the exception of selected WOW Unlimited Media Inc. (“Wow”) titles, the Company’s programs, along with licensed programs, are being broadcast in the United States on the Company’s wholly-owned advertisement supported video on demand (“AVOD”) service, its 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 Samsung and LG smart TVs. The Company’s 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 Shaq’s Garage starring Shaquille O’Neal. The Company’s 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 Castlevania . The Company also licenses its programs to other services worldwide, in addition to the operation of its 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 a leading producer and distributor of high-quality children’s and family programming. YFE owns and operates one of Europe’s largest channel-independent libraries of around 150 titles and 3,500 half-hour episodes. Through the ownership of Wow, the Company 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 creator network on YouTube with over 2,500 channels. 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 Cartoon Network, Nickelodeon, Nick Jr., Netflix, Sony Pictures Animation and Amazon. The Company has rights to certain select valuable IP, through our ownership of a controlling interest in Stan Lee Universe, LLC (“SLU”), an entity we control and through which we control the name, likeness, signature, and all consumer product and IP rights to Stan Lee (the “Stan Lee Assets”). The Company also owns The Beacon Media Group, LLC (“Beacon Media”) and The Beacon Communications Group, Ltd. (“Beacon Communications”) (collectively, “Beacon”), a leading North American media and marketing agency, celebrated for its innovative, tailored strategies and unmatched expertise in reaching kids, parents, and families with precision and impact. Beacon represents over 20 kids and family clients, including Bandai Namco, Moose Toys, Bazooka Brands, Goliath Games, Playmates Toys, Cepia LLC, and Zebra Pens. 57 In addition, the Company owns the Canadian company Ameba Inc. (“Ameba”), which operates a premier subscription-based streaming service specializing in younger children’s entertainment. As a cornerstone of our subscription offerings, Ameba delivers a vast library of engaging and educational content, accessible across multiple platforms. We believe, that Ameba significantly enhances our digital footprint and revenue streams. On June 23, 2023, the Company was renamed Kartoon Studios, Inc. On June 26, 2023, the Company transferred its listing to NYSE American LLC (“NYSE American”). In connection with listing on NYSE American, the Company voluntarily delisted from the Nasdaq Capital Market (“Nasdaq”). The Company’s common stock began trading on NYSE American under the new symbol “TOON” on June 26, 2023. Recent Transactions April 2024 Offering On April 23, 2024, pursuant to the terms of a securities purchase agreement, dated April 18, 2024 (the “SPA”), we closed a registered direct offering of the sale of 3,900,000 shares of our common stock, par value $0.001 per share (the “Common Stock”), and pre-funded warrants to purchase up to 100,000 shares of Common Stock (the “Pre-funded Warrants”) to an institutional investor (the "Investor"), at $1.00 per share of Common Stock and $0.99 per Pre-funded Warrant, for aggregate gross proceeds of approximately $ 4,000,000 , prior to deducting placement agent fees and other offering expenses. Additionally, in connection with the April 2024 Offering, the exercise price of certain warrants to purchase 4,784,909 shares of common stock, previously issued by us in June 2023, was reduced from $ 2.50 per share to $ 1.00 per share pursuant to anti-dilution provisions contained in such warrants. “Winnie-the-Pooh” Project Financing On June 21, 2024, we announced the launch of “Winnie-the-Pooh” on the Kartoon Channel through a $ 30 .0 million joint venture (the “JV”) with Catalyst Venture Partners (“Catalyst”). The binding term sheet governing the JV stipulates after Catalyst recoups its investment with 10% premium, the ownership and profit split between the partners is 60 % to Kartoon Studios and 40 % to Catalyst Venture Partners. “Winnie-the-Pooh” is based on the designs and stories of one of the most successful brands of all time, A.A. Milne’s “Winnie-the-Pooh,” a property that has generated over $ 80 billion in sales over the last four decades and is estimated to currently generate $ 3 -$ 6 billion per year. Catalyst has agreed to provide the full amount of the production financing with the plan to include an animated holiday movie, 5 holiday specials and 4 seasons of episodic series. December 2024 Offering On December 18, 2024, we closed an offering (the “December 2024 Offering”) for aggregate gross proceeds of approximately $ 4,496,480 from one institutional investor and issued to such investor 4,375,000 shares of common stock, pre-funded common stock purchase warrants to purchase up to 3,519,736 shares of common stock, Series A common stock purchase warrants to purchase up to 7,894,736 shares of common stock, and Series B common stock purchase warrants to purchase up to 7,894,736 shares of common stock. Each share of common stock and each pre-funded warrant was issued together with one Series A warrant and one Series B warrant as part of an integrated offering. The purchase price per share of common stock, together with accompanying Series A and Series B warrants, was $ 0.57 , while the purchase price per pre-funded warrant was $ 0.569 . We incurred a placement agent fee of approximately $ 389,754 and issued warrants to purchase 1,657,895 shares of common stock to the placement agent with an exercise price of $ 0.71 per share. Following an analysis under applicable accounting guidance, we determined that the pre-funded warrants and placement agent warrants met the criteria for equity classification, while the Series A and Series B warrants required classification as liabilities due to settlement provisions requiring shareholder approval. The liability-classified warrants will be subsequently measured at fair value, with changes recognized in earnings. In accordance with applicable accounting standards, we allocated the total proceeds among the instruments issued, recognizing the warrants as a liability at their full fair value. As a result of this allocation, we recorded a non-cash loss of $ 1 .0 million. Executing the transaction was driven by several strategic considerations. The capital injection strengthened our liquidity position, supporting project development and ongoing operations. Additionally, while the warrants resulted in a non-cash accounting loss due to their fair value measurement, they did not impact our cash flows. Furthermore, our management believes, that the offering was beneficial from a market visibility perspective. 58 Liquidity and Capital Resources As of December 31, 2024, the Company had cash of $ 8.4 million which increased by $ 4.3 million as compared to December 31, 2023. The increase was primarily due to cash provided by investing activities of $ 10.0 million offset by cash used by operating activities of $ 3.5 million and cash used in financing activities of $ 3.1 million. The cash provided by investing activities was primarily due to sales of marketable securities of $ 10 million. The cash used in financing activities was primarily due to repayments of the production facilities, finance lease obligations, and bank indebtedness including margin loan, net of proceeds from each, resulting in net cash used of $ 8.6 million, offset by net proceeds from the Offering of $ 7.5 million and margin loan of $ 0.1 million. As of December 31, 2024, the Company held available-for-sale marketable securities with a fair value of $ 2.03 million, a decrease of $ 9.92 million as compared to December 31, 2023 due to sales and maturities during the year ended December 31, 2024. The available-for-sale securities consist principally of corporate and government debt securities and are also available as a source of liquidity. As of December 31, 2024 and December 31, 2023, the Company’s margin loan balance was $ 0.9 million and $ 0.8 million, respectively. During the year ended December 31, 2024, the Company borrowed an additional $ 11 .0 million from its investment margin account and repaid $ 10.9 million primarily with cash received from sales and maturities of marketable securities. The borrowed amounts were primarily used for operational costs. The interest rates for the borrowings fluctuate based on the Fed Funds Upper Target plus 0.60 %. The weighted average interest rates were 0.46 % and 0.98 %, respectively, on average margin loan balances of $ 1 million and $ 27.4 million as of December 31, 2024 and December 31, 2023, respectively. During the years ended December 31, 2024 and December 31, 2023, the Company incurred interest expense on the margin loan of $ 0.1 million and $ 1.5 million, respectively. The investment margin account borrowings do not mature but are collateralized by the marketable securities held by the same custodian and the custodian can issue a margin call at any time, effecting a payable on demand loan. Due to the call option, the margin loan is recorded as a current liability on the Company’s consolidated balance sheets. In the second and third quarter of 2024, the Company was not in compliance with financial covenant calculations. As a result of these financial covenant violations, the Company and the lender agreed to an early repayment of the equipment leases under the equipment lease line and the revolving demand facility in the fourth quarter of 2024. As of December 31, 2024, the Company is no longer subject to financial and customary affirmative and negative non-financial covenants on the revolving demand facility and equipment lease agreements that were repaid in full and terminated in the fourth quarter of 2024. Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Reclassifications Prior period restricted cash amount included within the balance sheet statement has been reclassified or presented to conform with the current period presentation. The amounts of restricted cash were presented as current assets, as the related contractual restrictions are expected to expire within one year. The reclassifications and changes in presentation had no impact on the Company's net loss or balance sheet. Segments The Company determines its operating segments on the same basis as it assesses performance and makes operating decisions. The Company principally operates in two distinct business segments: the Content Production and Distribution Segment, which produces and distributes children’s content, and the Media Advisory and Advertising Services Segment, which provides media and advertising services. These segments are reflective of how the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and assessing performance. The Company has identified its Chief Executive Officer as the CODM. The segments are organized around the products and services provided to customers and represent the Company’s reportable segments. The accounting policies for each segment are the same as for the Company as a whole. Refer to Note 21 for additional information. 59 Principles of Consolidation and Basis of Presentation The Company’s consolidated financial statements include the accounts of Kartoon Studios, Inc. and its wholly-owned subsidiaries. The Company consolidates all majority-owned subsidiaries and variable interest entities where the Company has been determined to be the primary beneficiary. The interests in a variable interest entity which the Company does not control are recorded as non-controlling interests. Non-consolidated investments are accounted for using the equity method or the fair value option and recorded at fair value with changes recognized within Other Income (Expense), net on the consolidated statements of operations and comprehensive income (loss). All significant intercompany accounts and transactions have been eliminated upon consolidation. Variable Interest Entities The Company holds an interest in Stan Lee University, LLC (“SLU”), an entity that is considered a variable interest entity (“VIE”). The variable interest relates to 50 % ownership in the entity that is comprised of the Stan Lee Assets and that requires additional financial support from the Company to continue operations. The Company is considered the primary beneficiary and is required to consolidate the VIE. In evaluating whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers the purpose for which the VIE was created, the importance of each of the activities in which it is engaged and the Company’s decision-making role, if any, in those activities that significantly determine the entity’s economic performance as compared to other economic interest holders. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important. In determining whether the Company has the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIE, the Company evaluates all of its economic interests in the entity, regardless of form (debt, equity, management and servicing fees, and other contractual arrangements). This evaluation considers all relevant factors of the entity’s design, including: the entity’s capital structure, contractual rights to earnings (losses), subordination of the Company’s interests relative to those of other investors, contingent payments, as well as other contractual arrangements that have the potential to be economically significant. The evaluation of each of these factors in reaching a conclusion about the potential significance of the Company’s economic interests is a matter that requires the exercise of professional judgment. The Company continuously assesses whether it is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the Company consolidating its collaborators or partners. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates in our consolidated financial statements, include, but are not limited to: content inventory; income taxes; initial valuation and subsequent impairment testing of intangible assets; fair value of financial instruments; share-based payment arrangements; and commitments and contingencies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Foreign Currency The Company considers the USD to be its functional currency for its United States and certain Canadian based operations. The CAD is the functional currency of Wow, a wholly-owned subsidiary of the Company. Accordingly, the financial information is translated from CAD to USD for inclusion in the Company’s consolidated financial statements. Revenue and expenses are translated at average exchange rates prevailing during the period, and assets and liabilities are translated at exchange rates in effect at the balance sheet date. Resulting translation adjustments are included as a component of Accumulated Other Comprehensive Loss, net in stockholders’ equity. Foreign exchange (“FX”) transaction gains and losses are included in Other Income (Expense), net on the consolidated statements of operations. 60 Foreign Currency Forward Contracts The Company’s wholly-owned subsidiary, Wow, is exposed to fluctuations in various foreign currencies against its functional currency, the Canadian dollar. Wow uses foreign currency derivatives, specifically foreign currency forward contracts (“FX forwards”), to manage its exposure to fluctuations in the CAD-USD exchange rates. FX forwards involve fixing the foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date. The FX forwards are typically settled in CAD for their fair value at or close to their settlement date. The Company does not currently designate any of the FX forwards under hedge accounting and therefore reflects changes in fair value as unrealized gains or losses immediately in earnings as part of the revenue generated from the transactions hedged. The Company does not hold or use these instruments for speculative or trading purposes. Per FASB ASC 815-10-45, Derivatives and Hedging , the Company has elected an accounting policy to offset the fair value amounts recognized for eligible forward contract derivative instruments. Therefore, the Company presents the asset or liability position of the FX forwards that are with the same counterparty net as either an asset or liability in its consolidated balance sheets. As of December 31, 2024, the gross amounts of foreign currency (“FX”) forward contracts in an asset and liability position subject to a master netting arrangement resulted in a net liability of $ 0.6 million recorded within Other Current Liabilities on the consolidated balance sheets. As of December 31, 2023, the FX contracts were fully settled and netted to zero on the Company’s consolidated balance sheets. For the years ended December 31, 2024 and 2023, the Company recorded a realized loss of $ 0.2 million and $ 0.1 million, respectively, on FX forward contracts within Production Services Revenue on the consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with initial maturities of three months or less to be cash equivalents. As of December 31, 2024 and December 31, 2023, the Company had cash of $ 8.4 million and $ 4.1 million, respectively, that at times could exceed Federal Deposit Insurance Corporation (“FDIC”) or Canadian Deposit Insurance Corporation (“CDIC”) limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. The availability of certain short-term lines of credit is dependent on the Company maintaining compensating balances. The compensating balances are not legally restricted and may be withdrawn, therefore the Company classifies them as cash on the consolidated balance sheets. As of December 31, 2024 and December 31, 2023, the total compensating balance maintained was $ 0.5 million and $ 1.1 million, respectively. The Company did not have any cash equivalents as of the periods presented. As of December 31, 2024 and December 31, 2023 the Company held $ 0.5 million in restricted cash. This balance primarily represents collateral pledged in connection with one of the subsidiary’s corporate American Express program. As of December 31, 2024, the Company has no cash minimum requirements. Trade Accounts Receivable and Allowance for Credit Loss Accounts receivables are presented on the consolidated balance sheets, net of estimated credit losses. The carrying amounts of trade accounts receivable and unbilled accounts receivable represent the maximum credit risk exposure of these assets. On a quarterly basis, in accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”) , the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses. The allowance for credit loss is based on an assessment of past events, current economic conditions, and forecasts of future events. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts does not appear probable. As of December 31, 2024 and December 31, 2023, the Company recorded an allowance for credit loss of $ 239,439 and $ 189,245 , respectively. The Company limits its exposure to this credit risk through a credit approval process and credit monitoring procedures. In addition, Wow’s contracts with customers usually require upfront and milestone payments throughout the production process. The Company’s customer base is mainly comprised of major Canadian, American, and worldwide studios, distributors, broadcasters, toy companies and AVOD and SVOD platforms that have been customers for several years. 61 Tax Credits Receivable The Canada Revenue Agency (“CRA”) and certain provincial governments in Canada provide programs that are designed to assist film and television production in the form of refundable tax credits or other incentives. Estimated amounts receivable in respect of refundable tax credits are recorded as an offset to the related production operating cost, or to investment in film and television costs when the conditions for eligibility of production assistance based on the government’s criteria are met, the qualifying expenditures are made and there is reasonable assurance of realization. Determination of when and if the conditions of eligibility have been met is based on management’s judgment, and the amount recognized is based on management’s estimates of qualifying expenditures. The ultimate collection of previously recorded estimates is subject to ordinary course audits from the CRA and provincial agencies. Changes in administrative policies by the CRA or subsequent review of eligibility documentation may impact the collectability of these estimates. The Company continuously reviews the results of these audits to determine if any circumstances arise that in management’s judgment would result in a previously recognized amount to be considered no longer collectible. The Company classifies majority of the tax credits receivable as current based on their normal operating cycle. Government assistance, in the form of refundable tax credits, is relied upon as a key component of production financing. These amounts are claimed from the CRA through the submission of income tax returns and can take up to 18 to 24 months from the date of the first tax credit dollar being earned to being received. As this financing is fundamental to the Company’s ability to produce animated productions and generate revenue in the normal course of business, the normal operating cycle for such assets is considered to be a 12 to 24-month period, or the time it takes for the CRA to assess and refund the tax credits earned. As of December 31, 2024, a portion of the Company’s tax credits receivable is presented as a long-term asset due to uncertainty regarding the timing of obtaining the necessary certifications required to process the tax credits. Management will continue to monitor the status of the outstanding items and reclassify the receivable to current when the timing of collection becomes reasonably estimable. As of December 31, 2024 and December 31, 2023, $ 12.7 million a nd $ 20.7 million in tax credit receivables related to Wow’s film and television productions were recorded, net of $ 0.6 million and $ 0.5 million , respectively, recorded as an allowance for credit loss. As of December 31, 2024, $2.4 million , in tax credits receivable net of $0.4 million allowance for credit loss was presented as non-current asset. The Company did not have any non-current tax credits receivable as of December 31, 2023. Employee Retention Tax Credit (ERTC) In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was signed into law, providing numerous tax provisions and other stimulus measures, including the Employee Retention Tax Credit. The Taxpayer Certainty and Disaster Tax Relief Act of 2020 and the American Rescue Plan Act of 2021 extended the availability of the ERTC. The Company accounted for the ERTC as a gain contingency in accordance with ASC 450-30 - Gain Contingencies. Under this standard, the ERTC was recognized only after the contingency was resolved and deemed realizable. During the year ended December 31, 2024, we recognized an ER TC benefit totaling $ 1.2 million . This amount is included in Other Income (Expense) in the consolidated statements of operations. As of December 31, 2024 we had not received any refunds related to the ERTC and we had an outstanding receivable of $ 1.2 million w hich is recorded in other current assets in the consolidated balance sheet. Subsequent to December 31, 2024 we received $ 0.2 million of ERTC refunds from the IRS, updating the outstanding receivable to $ 1 .0 million. The Company did not record any ERTC benefits in the year ended December 31, 2023. 62 Marketable Debt Securities The Company purchases high quality, investment grade securities from diverse issuers. Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each balance sheet date. Currently, the Company classifies its investments in marketable securities as available-for-sale (“AFS”) and records these investments at fair value. The securities are available to support current operations and, accordingly, the Company classifies the investments as current assets without regard to their contractual maturity. Unrealized gains or losses on available-for-sale securities for which the Company expects to fully recover the amortized cost basis are recognized in Accumulated Other Comprehensive Income (Loss), a component of stockholders’ equity. Gains and losses as a result of sales of securities are reclassified from previously unrealized gains and losses on AFS securities in Accumulated Other Comprehensive Loss to Other Income (Expense), net, in the consolidated statements of operations. On a quarterly basis, the Company reviews its AFS securities to assess declines in fair value for credit losses. For each AFS security with an amortized cost that exceeds its fair value, the Company first determines if it intends to sell or is more-likely-than-not required to sell the debt security before the expected recovery of its amortized cost. If it intends to sell or will more-likely-than-not be required to sell the security, the Company recognizes the impairment as a credit loss in the consolidated statements of operations by writing down the security’s amortized cost to its fair value. For AFS securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss. The portion of the decline in fair value that is due to factors other than a credit loss is recognized in Accumulated Other Comprehensive Income Loss as an unrealized loss. The Company reports accrued interest receivable separately from the AFS securities and has elected not to measure an allowance for credit losses for accrued interest receivables. Uncollectible accrued interest is written off when the Company determines that no additional interest payments will be received. Classified within Other Receivables on the consolidated balance sheets, approximately $ 8,830 and $ 54,642 in interest income were receivable as of December 31, 2024 and December 31, 2023, respectively. Interest earned on investment securities is reported in interest income, net of applicable adjustments for accretion of discounts and amortization of premiums accounted for over the life of the security or, in the case of callable securities, through the first call date, using the level yield method, with no prepayment anticipated. Equity-Method Investments When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. GAAP. Significant influence generally exists when the firm owns 20% to 50% of the entity’s common stock or in-substance common stock. In general, the Company accounts for investments acquired at fair value. See Note 4 for further information about the Company’s investment in YFE’s equity securities accounted for under the fair value option. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from two to seven years. Maintenance, repairs, and renewals, which neither materially add to the value of the assets nor appreciably prolong their lives, are charged to expense as incurred. Gains and losses from any dispositions of property and equipment are reflected in the consolidated statements of operations. Whenever events or circumstances change, an assessment is made as to whether there has been impairment to the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. Refer to Note 6 for details on the Company’s assessments of fair value as of December 31, 2024 and December 31, 2023. 63 Right-of-Use Leased Assets The Company determines at contract inception whether the arrangement is a lease based on its ability to control a physically distinct asset and determines the classification of the lease as either operating or finance under FASB ASC 842, Leases (“ASC 842”) . For all leases, the Company combines all components of the lease including related nonlease components as a single component. Operating leases are reflected as Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities and finance leases are reflected as Finance Lease ROU assets and Finance Lease Liabilities on the consolidated balance sheets. Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company estimates the incremental borrowing rate to reflect the profile of collateralized borrowing over the expected term of the leases based on the information available on the lease commencement date or for leases existing upon the date of initial adoption of ASC 842, the date of adoption. The implicit rates within the Company’s existing finance leases are determinable and therefore used to determine the present value of finance lease payments. The operating lease ROU assets also include any lease payments made prior to lease commencement date and excludes lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise the option. The Company will reassess expected lease terms based on changes in circumstances that indicate options may be more or less likely to be exercised. Lease expense is recognized on a straight-line basis over the lease term within General and Administrative Expenses on the consolidated statements of operations. Lease incentives are recognized as a reduction to the lease expense on a straight-line basis over the underlying lease term. Refer to Notes 7 and 19 for details of the Company’s leases. Film and Television Costs The Company capitalizes production costs for episodic series produced in accordance with FASB ASC 926-20, Entertainment-Films - Other Assets - Film Costs . Accordingly, production costs are capitalized at actual cost and amortized using the individual-film-forecast method, whereby these costs are amortized, and participations costs are accrued based on the ratio of the current period’s revenues to management’s estimate of ultimate revenue expected to be recognized from each production. There are usually three stages for production projects with different costs incurred at each stage: Productions in Development Development costs include the costs of acquiring film rights to books, scripts or original screenplays and the third-party costs to adapt such projects, including visual development and design. Advances or contributions received from third parties to assist in development are deducted from these costs. Productions in Progress Capitalized development costs are reclassified to productions in progress once the project is approved and physical production of the film or television program commences. Capitalized costs include all direct production and financing costs incurred during production that are expected to provide future economic benefit to the Company. Borrowing costs and depreciation are capitalized to the cost of a film or television program until substantially all of the activities necessary to prepare the film or television program for its use intended by management are complete. 64 Completed Productions Completed productions are carried at the cost of proprietary film and television programs which have been produced by the Company or to which the Company has acquired distribution rights, less accumulated amortization and accumulated impairment losses. Due to the inherent uncertainties involved in making such estimates of ultimate revenues and expenses, these estimates have differed in the past from actual results and are likely to differ to some extent in the future from actual results. In addition, in the normal course of business, some titles are more successful or less successful than anticipated. Management reviews the ultimate revenue and cost estimates on a title-by-title basis, when an event or change in circumstances indicates that the fair value of the production may be less than its unamortized cost. This may result in a change in the rate of amortization of film costs and participations and/or a write-down of all or a portion of the unamortized costs of the film or television production to its estimated fair value. An impairment charge is recorded in the amount by which the unamortized costs exceed the estimated fair value. These write-downs are included in amortization expense within Direct Operating Costs on the consolidated statements of operations. All capitalized costs that exceed the initial market firm commitment revenue are expensed in the period of delivery of the episodes. Additionally, for episodic series, from time to time, the Company develops additional content, improved animation and bonus songs/features for its existing content. After the initial release of the episodic series, the costs of significant improvement to existing products are capitalized while routine and periodic alterations to existing products are expensed as incurred. Refer to Note 8 for details. Intangible Assets Intangible assets have been acquired, either individually or with a group of other assets, and were initially recognized and measured based on fair value. The Company’s intangible assets consist of trademarks, trade names, customer relations and other assets. Annual amortization of these intangible assets is computed based on the straight-line method over the remaining economic life of the asset. The useful lives of intangible assets are reviewed periodically to determine whether adjustments are necessary based on changes in business conditions. Indefinite-lived intangible assets are assessed for impairment annually or when a triggering event suggests their fair value may have fallen below their carrying amount. Impairment analysis of indefinite-lived intangible assets is evaluated using the relief-from-royalty method under the income approach, incorporating estimated future revenues attributable to the asset, assumed growth and royalty rates, based on comparable industry data, and an appropriate discount rate, reflecting risk-adjusted returns. Definite-lived intangible assets are reviewed for impairment when triggering events occur, using an entity-specific recoverability test based on undiscounted cash flows. If recoverability is not met, a fair value analysis is performed. Changes in future results, assumptions, and estimates after the measurement date may lead to an outcome where additional impairment charges would be required in future periods. Specifically, actual results may vary from the Company’s forecasts and such variations may be material and unfavorable, thereby triggering the need for future impairment tests where the conclusions may differ in reflection of prevailing market conditions. Further, continued adverse market conditions could result in the recognition of additional impairment if the Company determines that the fair values of its reporting units have fallen below their carrying values. Refer to Note 9 for details on the Company’s assessments of fair value as of December 31, 2024 and December 31, 2023. Debt We measure issued debt at amortized cost, net of any debt premiums, discounts, and debt issuance costs. These amounts are amortized over the life of the debt using the effective interest rate method, ensuring that interest expense reflects the underlying borrowing costs. In cases where the straight-line method results in an immaterial difference compared to the effective interest rate method, we may apply the straight-line method. 65 Equity-Linked Instruments We analyze freestanding equity-linked instruments including warrants to conclude whether the instrument meets the definition of the derivative and whether it is considered indexed to our own stock. If the instrument is not considered indexed to our stock, it is classified as an asset or liability recorded at fair value. If the instrument is considered indexed to our stock, we analyze additional equity classification requirements per ASC 815-40, Contracts in Entity’s Own Equity . When the requirements are met, the instrument is recorded as part of our equity, initially measured based on its relative fair value with no subsequent re-measurement. When the equity classification requirements are not met, the instrument is recorded as an asset or liability and is measured at fair value with subsequent changes in fair value recorded in earnings. When required, we also consider the bifurcation guidance for embedded derivatives per ASC 815-15, Embedded Derivatives . Treasury Stock The Company records the repurchase of shares of its common stock at cost on the trade date of the transaction. These shares are considered treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. Revenue Recognition The Company accounts for revenue according to FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is measured based on the consideration specified in a contract with a customer. Revenue is recognized when a customer obtains control of the products or services in a contract. Judgment is required in determining the timing of whether the transfer of control occurs at a point in time or over time and is discussed below. The Company evaluates each contract to identify separate performance obligations as a contract with a customer may have one or more performance obligations. Consideration in a contract with multiple performance obligations is allocated to the separate performance obligations based on their stand-alone selling prices. If a stand-alone selling price is not determinable, the Company estimates the stand-alone selling price using an adjusted market assessment approach. The Company’s main sources of revenue are derived from animation production services provided to third parties, the sale of licenses for the distribution of films and television programs, advertising revenues, and merchandising and licensing sales. The Company has identified the following material and distinct performance obligations: · Providing animation production services · Licensing rights to exploit Functional Intellectual Property (“functional IP” is defined as intellectual property that has significant standalone functionality, such as the ability to be played or aired. Functional IP derives a substantial portion of its utility from its significant standalone functionality) · Licensing rights to exploit Symbolic Intellectual Property (“symbolic IP” is intellectual property that is not functional as it does not have significant standalone use and substantially all of the utility of symbolic IP is derived from its association with the entity’s past or ongoing activities, including its ordinary business activities, such as the Company’s licensing and merchandising programs associated with its animated content) · Providing media advisory and advertising services to clients · Fixed and variable fee advertising and subscription-based revenue generated from the Kartoon Studios Kartoon Channel!, Ameba TV, the Frederator owned and operated YouTube channels and revenues generated from the operation of its creator network, Channel Frederator Network, on YouTube · Options to renew or extend a contract at fixed terms (while this performance obligation is not significant for the Company’s current contracts, it could become significant in the future) · Options on future seasons of content at fixed terms (while this performance obligation is not significant for the Company’s current contracts, it could become significant in the future) 66 Production Services Animation Production Services For revenue from animation production services, the customer controls the output throughout the production process. Each production is made to an individual customer’s specifications and if the contract is terminated by the customer, the Company is entitled to be reimbursed for any costs incurred to date, and for any prepaid commitments made, plus the agreed contractual mark-up. Revenue and the associated costs of such contracts are recognized over time on a percentage of completion basis - i.e., as the project is being produced, prior to it being delivered to the customer. The percentage-of-completion is calculated based upon the proportion of costs incurred cumulatively to total expected costs. Changes in revenue recognized as a result of adjustments to total expected costs are recognized in profit or loss on a prospective basis. Invoices related to these projects are issued based on the achievement of milestones during the project or other contractual terms. The difference between contractual payments received and revenue recognized is recorded as deferred revenue when receipts exceed revenue. When revenue exceeds milestone billings, the Company recognizes this difference as unbilled accounts receivable within Other Receivable on the Company’s consolidated balance sheets. Unbilled accounts receivables are transferred to accounts receivable when the Company has an unconditional right to consideration. When the outcome of an arrangement cannot be estimated reliably, revenue is recognized only to the extent of the expenses incurred that are recoverable. Content Distribution Film and Television Licensing The Company recognizes revenue related to licensed rights to exploit functional IP in two ways; for minimum guarantees, the Company recognizes fixed revenue upon delivery of content and the start of the license period and for functional IP contracts with a variable component, the Company estimates revenue such that it is probable there will not be a material reversal of revenue in future periods. The Company recognizes revenue related to licensed rights to exploit symbolic IP substantially similarly to functional IP. Although it has a different recognition pattern from functional IP, the valuation method is substantially the same, depending on the nature of the license. Invoices related to these projects are issued based on the achievement of milestones during the project or other contractual terms. The difference between contractual payments received and revenue recognized is recorded as deferred revenue when receipts exceed revenue. When revenue exceeds milestone billings, the Company recognizes this difference as unbilled accounts receivable within Other Receivable on the Company’s consolidated balance sheets. Unbilled accounts receivables are transferred to accounts receivable when the Company has an unconditional right to consideration. Advertising Revenues The Company received advertising revenue through its wholly-owned VOD services, Kartoon Channel! and Ameba TV . Additionally, advertising revenue is derived from Kartoon Channel! branded channels on Free Ad Supported Streaming TV services. Advertising sales are generated on advertising impressions served. For impressions served, the Company delivers a certain minimum number of impressions on the channel to the advertiser for which the advertiser pays a contractual cost per 1000 (mille) impressions (“CPM”). Impressions served are reported on a monthly basis, and revenue is reported in the month the impressions are served. Upon the acquisition of Wow, the Company generates advertising revenue from Frederator’s owned and operated YouTube channels as well as revenues generated from the operation of its creator network, Channel Frederator Network, on YouTube. Revenue is recognized when services are provided in accordance with the Company’s agreement with YouTube, the price is fixed or determinable, and collection of the related receivable is probable. Receivables related to the advertising services are usually collectable within 30 days, which is shorter collection period compared to the Company’s average for the year ended December 31, 2024. 67 Licensing and Royalties Merchandising and Licensing The Company enters into merchandising and licensing agreements that allow licensees to produce merchandise utilizing certain of the Company’s intellectual property. For minimum guaranteed amounts that make up a contract, revenue is recognized over time, over the term of the license period commencing on the date at which the licensees can use and benefit from the licensed content. Variable consideration in excess of non-refundable guaranteed amounts, such as royalties and other contractual payments are recognized as revenue when the amounts are known and become due provided collectability is reasonably assured. Invoices are issued based on the contractual terms of an agreement and are usually payable within 30 - 45 days, which is a shorter collection period compared to the Company’s average for the year ended December 31, 2024. Product Sales The Company recognizes revenue related to product sales (e.g., apparel and collectibles) when the Company completes its performance obligation, which is when the goods are transferred to the buyer. Media Advisory and Advertising Services The Company provides media advisory and advertising consulting services to clients. Revenue is recognized when the services are performed or as paid through the monthly retainer. When the Company purchases advertising for clients on linear and across digital and streaming platforms and receives a commission, the commissions are recognized as revenue in the month the advertising is displayed. Gross Versus Net Revenue Presentation The Company evaluates individual arrangements with third parties to determine whether the Company acts as principal or agent under the terms. To the extent that the Company acts as the principal in an arrangement, revenues are reported on a gross basis, resulting in revenues and expenses being classified in their respective financial statement line items. To the extent that the Company acts as the agent in an arrangement, revenues are reported on a net basis, resulting in revenues being presented net of any expenses incurred in providing agency services. Determining whether the Company acts as principal or agent is based on an evaluation of which party has substantial risks and rewards of ownership under the terms of an arrangement. The most significant factors that the Company considers include identification of the primary obligor, as well as which party has credit risk, general and inventory risk and the latitude or ability in establishing prices. Direct Operating Costs Direct operating costs include costs of the Company’s product sales, non-capitalizable film costs, film and television cost amortization expense, impairment expenses related to film and television costs, and participation expense related to agreements with various animation studios, post-production studios, writers, directors, musicians or other creative talent with which the Company is obligated to share net profits of the properties on which they have rendered services. Upon the acquisition of Wow, the Company also includes the salaries and related service production employee costs of Wow as part of its direct operating costs. 68 Share-Based Compensation The Company issues stock-based awards to employees and non-employees that are generally in the form of stock options or restricted stock units (“RSUs”). Share-based compensation cost is recorded for all options and RSUs based on the grant-date fair value of the award. The fair value of stock options is estimated at the date of grant using the Black-Scholes-Merton (“BSM”) option pricing model, which requires management to make assumptions with respect to the fair value on the grant date. The assumptions are as follows: (i) the expected term assumption of the award is based on the Company’s historical exercise and post-vesting behavior (ii) the expected volatility assumption is based on historical and implied volatilities of the Company’s common stock calculated based on a period of time generally commensurate with the expected term of the award; (iii) the risk-free interest rates are based on the implied yield available on U.S. treasury zero-coupon issues with an equivalent expected term; (iv) and the expected dividend yields of the Company’s stock are based on history and expectations of future dividends payable. In the case of RSUs, the fair value is calculated based on the Company’s underlying common stock on the date of grant. The Company recognizes compensation expense over the requisite service period ratably, using the graded attribution method, which is in-substance, recognizing multiple awards based on the vesting schedule. The Company has elected to account for forfeitures when they occur. The Company issues authorized shares available for issuance under the Company’s 2020 Incentive Plan upon employees’ exercise of their stock options. Debt Issuance Costs Debt issuance costs relate to the issuance of Wow’s Production Facilities and are recorded as a reduction to the carrying amount of debt and amortized to interest expense using the effective interest method over the respective terms of the facilities. Debt issuance costs directly attributable to the acquisition or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time the assets are substantially ready for their intended use or sale. Earnings Per Share Basic earnings (loss) per share of common stock (“EPS”) is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding, plus the assumed exercise of all dilutive securities using the treasury stock or “as converted” method, as appropriate. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because they are antidilutive. For the years ended December 31, 2024 and 2023, all shares were deemed antidilutive. Income Taxes Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. 69 Concentration of Risk The Company maintains its cash in bank deposit accounts which, at times, may exceed the Federal Deposit Insurance Corporation’s (“FDIC”) or the Canadian Deposit Insurance Corporation’s (“CDIC”) insured amounts. Balances on interest bearing deposits at banks in the United States are insured by the FDIC up to $250,000 per account and deposits in banks in Canada are insured by the CDIC up to CAD 0.1 million. As of December 31, 2024 and December 31, 2023, the Company had twelve and ten bank deposit accounts with an aggregate uninsured balance of $ 6.7 million and $ 2.5 million, respectively. The Company has a managed account with a financial institution. The managed account maintains its investments in marketable securities of approximately $ 2.0 million and $ 12 .0 million as of December 31, 2024 and December 31, 2023, respectively. Assets in the managed account are protected by the Securities Investor Protection Corporation (“SIPC”) up to $500,000 (with a limit of $250,000 for cash). In addition, the financial institution provides additional “excess of SIPC” coverage which insures up to $1.0 billion. As of December 31, 2024 and December 31, 2023, the Company did not have account balances held at this financial institution that exceed the insured balances. The Company’s investment portfolio, consists of investment-grade securities and, although reduced in size compared to prior year, remains reasonably diversified among security types, industries and issuers. The Company’s policy limits the amount of credit exposure to any one security issue or issuer and the Company believes no significant concentration of credit risk exists with respect to these investments. During year ended December 31, 2024, the Company had four customers, whose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 75.7 % of the total revenue. As of December 31, 2024, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 53.2 % of the total accounts receivable as of December 31, 2024. During year ended December 31, 2023, the Company had four customers w hose total revenue exceeded 10% of the total consolidated revenue. These customers accounted for 74 % of the total revenue. As of December 31, 2023, the Company had three customers whose total accounts receivable exceeded 10% of the total accounts receivable. These customers accounted for 63 % of the total accounts receivable as of December 31, 2023. There is significant financial risk associated with a dependence upon a small number of customers. The Company periodically assesses the financial strength of these customers and establishes allowances for any anticipated credit losses. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1 - Observable inputs such as quoted prices for identical instruments in active markets · Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active · Level 3 - Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable 70 The carrying amounts of cash, restricted cash, receivables, payables, accrued liabilities, bank indebtedness and the margin loan approximate fair value due to the short-term nature of the instruments. The Company used the fair values of the liability-classified derivative warrants revalued at the end of each reporting period determined using the BSM option pricing model (Level 2) with standard valuation inputs. Refer to Note 16 for additional details. The investment in YFE is also revalued at the end of each reporting period based on the trading price of YFE (Level 2). Refer to Note 4 for additional details. Upon the acquisition of Wow, foreign currency forward contracts that are not traded in active markets were assumed. These are fair valued using observable forward exchange rates at the measurement dates and interest rates corresponding to the maturity of the contracts (Level 2). The fair values of the AFS securities are generally based on quoted market prices, where available. These fair values are obtained primarily from third-party pricing services, which generally use Level 1 or Level 2 inputs for the determination of fair value to facilitate fair value measurements and disclosures. Level 2 securities primarily include corporate securities, securities from states, municipalities and political subdivisions, mortgage-backed securities, United States Government securities, foreign government securities, and certain other asset-backed securities. For securities not actively traded, the pricing services may use quoted market prices of comparable instruments or a variety of valuation techniques, incorporating inputs that are currently observable in the markets for similar securities. The following table summarizes the marketable securities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2024 (in thousands): Schedule of marketable securities measured at fair value on a recurring basis Level 1 Level 2 Total Fair Value Investments in Marketable Securities: Corporate Bonds $ 537 $ – $ 537 U.S. agency and government sponsored securities – 1,107 1,107 U.S. states and municipalities – 385 385 Total $ 537 $ 1,492 $ 2,029 Fair values were determined for each individual security in the investment portfolio. The Company’s marketable securities are considered to be available-for-sale investments as defined under FASB ASC 320, Investments – Debt and Equity Securities . An allowance for credit loss was not recorded for the marketable securities as of December 31, 2024 and December 31, 2023. Refer to Note 5 for additional details. Financial and nonfinancial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs and include the Company’s intangible assets and film and television costs. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures . The amendments enhance disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The adoption of this ASU in the year ended December 31, 2024, resulted in updated disclosures within our financial statements, but did not impact the consolidated financial statements. Refer to Note 21 for additional details. 71 New Accounting Standards Issued but Not Yet Adopted In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements . The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification. The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations. The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the consolidated financial statements and related disclosures, which is not expected to be material. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this Update are effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures. In March 2024, the FASB issued ASU 2024-01, Scope Application of Profits Interests and Similar Awards . The ASU is intended to help entities determine whether profits interest and similar awards are in the scope of ASC 718, Stock Compensation. The ASU solely focuses on scope and does not address guidance on recognition, classification, attribution, or measurement. For PBEs, it is effective for annual periods beginning after December 15, 2024 and interim periods within those annual periods. For all other entities, it is effective for annual periods beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements. The amendments would be applied either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures. In November, 2024 the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense. This update mandates that public companies provide more detailed information about specific expenses in their financial statement notes. The effective date for this guidance is annual reporting periods beginning after December 15, 2026, with interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption of this ASU will have to the consolidated financial statements and related disclosures, which is expected to result in enhanced disclosures. Note 3: Variable Interest Entity In July 2020, the Company entered into a binding term sheet with POW! Entertainment, LLC (“POW”) in which the Company agreed to form an entity with POW to exploit certain rights in intellectual property created by Stan Lee, as well as the name and likeness of Stan Lee. The entity is called “Stan Lee Universe, LLC” (“SLU”). POW and the Company executed an Operating Agreement for the joint venture, effective as of June 1, 2021. The purpose of the acquisition was to enable the Company to assume the worldwide rights, in perpetuity, to the name, physical likeness, physical signature, live-action and animated motion picture, television, online, digital, publishing, comic book, merchandising and licensing rights to Stan Lee and over 100 original Stan Lee creations (the “Stan Lee Assets”), from which the Company plans to develop and license multiple properties each year. During the year ended December 31, 2024, SLU generated an insignificant amount of net income. There were no contributions or distributions during the year ended December 31, 2024 and there were no changes in facts and circumstances that would result in a re-evaluation of the VIE assessment. During the year ended December 31, 2023, SLU generated an insignificant amount of net income. There were no contributions or distributions during the year ended December 31, 2023 and there were no changes in facts and circumstances that would result in a re-evaluation of the VIE assessment. 72 Note 4: Investment in Equity Interest As of December 31, 2024, the Company owned 6,857,132 shares of YFE. At the time of the initial investment in 2021, it was determined that based on the Company’s 29 % ownership in YFE, the Company had significant influence over the entity. Therefore, under the equity method of accounting, the Company elected to account for the investment at fair value under the fair value option. Under the fair value option, the investment is remeasured and recorded at fair value each reporting period, with the change recorded through earnings. As of December 31, 2024, the fair value of the investment was determined to be $ 16.4 million recorded within noncurrent assets on the Company’s consolidated balance sheets and as of December 31, 2023 was $ 19.1 million. The fair value as of December 31, 2024 decreased by net $ 2.7 million, as compared to December 31, 2023. The net decrease is comprised of the net impact of a decrease in YFE’s stock price, and the effect of foreign currency remeasurement from EURO to USD. The total change in fair value is recorded within Other Income (Expense), net on the Company’s consolidated statement of operations. As of December 31, 2024 and December 31, 2023, the Company’s ownership in YFE was 44.8 %. Note 5: Marketable Securities The Company classifies and accounts for its marketable debt securities as AFS and the securities are stated at fair value in accordance with ASC 326 Financial Instruments - Credit Losses . The investments in marketable securities had an adjusted cost basis of $ 2.1 million and a market value of $ 2.0 million as of December 31, 2024. The balances consisted of the following securities (in thousands) : Schedule of marketable securities Adjusted Cost Unrealized Gain/(Loss) Fair Value Corporate Bonds $ 559 $ ( 22 ) $ 537 U.S. Agency and Government Sponsored Securities 1,155 ( 48 ) 1,107 U.S. States and Municipalities 402 ( 17 ) 385 Total $ 2,116 $ ( 87 ) $ 2,029 The investments in marketable securities as of December 31, 2023 had an adjusted cost basis of $ 12.8 million and a market value of $ 12 .0 million. The balances consisted of the following securities (in thousands) : Adjusted Cost Unrealized Gain/(Loss) Fair Value Corporate Bonds $ 6,333 $ ( 425 ) $ 5,908 U.S. Treasury 646 ( 37 ) 609 U.S. Agency and Government Sponsored Securities 2,000 ( 148 ) 1,852 U.S. States and Municipalities 3,859 ( 278 ) 3,581 Total $ 12,838 $ ( 888 ) $ 11,950 The Company holds 5 AFS securities, all of which were in an unrealized loss position and have been in an unrealized loss position for a period greater than 12 months as of December 31, 2024. The AFS securities held by the Company as of December 31, 2023 had also been in an unrealized loss position for a period greater than 12 months. The Company reported the net unrealized losses in accumulated other comprehensive income (loss), a component of stockholders’ equity. As of December 31, 2024 and December 31, 2023, an allowance for credit loss was no t recognized as the issuers of the securities had not established a cause for default, various rating agencies had reaffirmed each security’s investment grade status and the Company did not have the intent, nor is it required to sell its securities prior to recovery. 73 Realized losses of $ 0.6 million and $ 4.5 million were recognized in earnings during the years ended December 31, 2024 and 2023, respectively, primarily due to selling securities prior to maturity to prevent further market condition losses on the securities. The contractual maturities of the Company’s marketable investments as of December 31, 2024 were as follows (in thousands): Schedule of contractual maturities of marketable investments Fair Value Due within 1 year $ – Due after 1 year through 5 years 2,029 Total $ 2,029 The Company may sell certain of its marketable debt securities prior to their stated maturities for reasons including, but not limited to, managing liquidity, credit risk, duration and asset allocation. Note 6: Property and Equipment, net The Company has property and equipment as follows (in thousands): Schedule of property and equipment, net As of December 31, 2024 2023 Furniture and Equipment $ 178 $ 117 Computer Equipment 978 219 Leasehold Improvements 2,597 2,200 Software 358 192 Property and Equipment, Gross 4,111 2,728 Less Accumulated Depreciation ( 1,805 ) ( 724 ) Foreign Currency Translation Adjustment ( 253 ) ( 127 ) Property and Equipment, net $ 2,053 $ 1,877 During the years ended December 31, 2024 and December 31, 2023, the Company recorded depreciation expense of $ 0.3 million and $ 0.4 million, respectively. The Company terminated its New Jersey office lease effective August 1, 2023. The property and equipment that would no longer be utilized was written down to zero, resulting in a $ 0.1 million loss, recorded as Loss on Lease Termination within Other Income (Expense), net on the consolidated statement of operations in the year ended December 31, 2023. The Company did no t incur any impairment charges or write-downs during the year ended December 31, 2024. In the year ended December 31, 2023, a reassessment of the Company’s long-lived assets was performed due to changes in its estimated undiscounted future cash flows and the Company recognized an impairment loss of $ 0.1 million. 74 Note 7: Leased Right-of-Use Assets, net Leased right-of-use assets consisted of the following (in thousands): Schedule of leased right of use assets As of December 31, 2024 2023 Operating Lease Office Lease Assets $ 9,437 $ 9,437 Accumulated Amortization ( 2,740 ) ( 1,935 ) Finance Lease Equipment Lease Assets 4,214 5,360 Accumulated Amortization ( 3,643 ) ( 3,302 ) Right-of-Use Assets, Gross 7,268 9,560 Foreign Currency Translation Adjustment ( 1,143 ) ( 617 ) Leased Right-of-Use Assets, net $ 6,125 $ 8,943 Refer to Note 19 for details on the Company’s lease commitments. As of December 31, 2024, the weighted-average lease term for the Company’s operating leases was 73 months and the weighted-average discount rate was 11.1 %. As of December 31, 2023, the weighted-average lease term for operating leases was 83 months and the weighted-average discount rate was 11.1 %. Operating lease costs during the years ended December 31, 2024 and December 31, 2024 were $ 1.6 million and $ 1.6 million, respectively, recorded within General and Administrative Expenses on the Company’s consolidated statements of operations. On August 2, 2023, Beacon Media, signed a Termination of Lease Agreement (the “Lease Termination”), effective August 1, 2023 (the “Effective Date”), related to the office space in Lyndhurst, NJ. The Lease Termination requires Beacon Media to pay an aggregate of $ 0.1 million in consideration for terminating the lease. The Company wrote off the ROU asset, lease liability, prepaid deposit and fixed assets on the Effective Date. Including fees, the Company recorded a total loss on lease termination of $ 0.3 million within Other Income (Expense), net on the Company’s consolidated statement of operations during the year ended December 31, 2023. Effective November 1, 2023, the Company’s Vancouver office lease was modified and the landlord abated rent payments for November 1, 2023 and December 1, 2023 (CAD 0.2 million) and deferred January–April 2024 rent (CAD 0.4 million), to be repaid in 8 equal installments of CAD 0.1 million starting May 1, 2024. Additionally, the landlord may terminate the lease with at least twelve months’ notice. The Company accounted for the changes as a lease modification under ASC 842, remeasuring the lease liability using an 11.7 % discount rate. As of November 1, 2023, the remeasured lease liability was $ 5.4 million (CAD 7.1 million), with a $ 0.2 million (CAD 0.3 million) reduction to the right-of-use asset. During the year ended December 31, 2024 the Company recorded finance lease costs of $ 1.7 million comprised of ROU amortization of $ 1.6 million and $ 0.1 million of interest accretion. During the year ended December 31, 2023 the Company recorded finance lease costs of $ 2.1 million comprised of ROU amortization of $ 1.9 million and $ 0.2 million of interest accretion. ROU amortization is recorded within General and Administrative Expenses and accretion of interest expense is recorded within Other Income (Expense), net on the Company’s consolidated statements of operations. 75 Note 8: Film and Television Costs, net The following table highlights the activity in Film and Television Costs as of December 31, 2024 and December 31, 2023 (in thousands): Schedule of film and television costs activity Film and Television Costs, net as of December 31, 2022 $ 7,780 Additions to Film and Television Costs 1,078 Disposals ( 41 ) Film Amortization Expense and Impairment Losses ( 7,536 ) Foreign Currency Translation Adjustment 14 Film and Television Costs, net as of December 31, 2023 1,295 Additions to Film and Television Costs 1,653 Disposals ( 75 ) Film Amortization Expense ( 231 ) Foreign Currency Translation Adjustment ( 21 ) Film and Television Costs, net as of December 31, 2024 $ 2,621 During the year ended December 31, 2024, the Company recorded amortization expense of $ 0.2 million, During the year ended December 31, 2023, the Company recorded amortization expense of $ 0.6 million. The Company did no t incur any film and television impairment write-downs during the year ended December 31, 2024. For the year ended December 31, 2023, the Company recorded film and television impairment write-downs of $ 6.9 million. Note 9: Intangible Assets, net and Goodwill Intangible Assets, net The Company had the following intangible assets (in thousands) with their weighted average remaining amortization period (in years): Intangible Assets, net Schedule of intangible asset Weighted Average Remaining Amortization As of December 31, Period 2024 2023 Customer Relationships 5.5 $ 17,325 $ 17,325 Digital Networks 13.3 803 803 Trade Names 66.4 9,970 9,970 Intangible Assets, gross 28,098 28,098 Less Accumulated Amortization ( 5,822 ) ( 3,794 ) Foreign Currency Translation Adjustment ( 2,555 ) ( 1,311 ) Intangible Assets, net $ 19,722 $ 22,993 During the years ended December 31, 2024 and 2023, the Company recorded intangible asset amortization expense of $ 2 .0 million and $ 2.1 million, respectively. 76 During the year ended December 31, 2023, as a result of the Company’s annual impairment testing, the Company recorded an impairment charge of $ 4.4 million related to Beacon’s Non-Compete Agreements and Customer Relationships. Expected future amortization of intangible assets subject to amortization as of December 31, 2024 is as follows (in thousands): Schedule of expected future intangible asset amortization Fiscal Year: 2025 $ 1,950 2026 1,950 2027 1,950 2028 1,950 Thereafter 6,652 Total $ 14,452 As of December 31, 2024, $ 5.3 million of the Company’s intangible assets related to the acquired trade names from the Wow acquisition had indefinite lives and are not subject to amortization. Goodwill During the year ended December 31, 2023, the Company conducted its annual goodwill impairment assessment in accordance with applicable accounting standards. Based on this evaluation, it was determined that the carrying amount of goodwill exceeded its recoverable amount due to changes in market conditions and business performance. As a result, the Company has recognized a full impairment charge of $ 33.5 million, reducing the goodwill balance to $ nil . Note 10: Deferred Revenue As of December 31, 2024 and December 31, 2023, the Company had aggregate short term and long term deferred revenue of $ 9.4 million and $ 6.6 million, respectively. The increase in deferred revenue is primarily related to productions on various shows nearing completion of the project as of December 31, 2024, compared to the progress as of December 31, 2023. Wow’s deferred revenue balance relates to cash received from customers for productions in progress. Revenue is fully recognized upon production completion. Deferred revenue also includes both (i) variable fee contracts with licensees and customers in which the Company collected advances and minimum guarantees against future royalties and (ii) fixed fee contracts. The Company recognizes revenue related to these contracts when all revenue recognition criteria have been met. Note 11: Margin Loan As of December 31, 2024 and December 31, 2023, the Company’s margin loan balance was $ 0.9 million and $ 0.8 million, respectively. During the year ended December 31, 2024, the Company borrowed an additional $ 11 .0 million from its investment margin account and repaid $ 10.9 million primarily with cash received from sales and maturities of marketable securities. The borrowed amounts were primarily used for operational costs. The interest rates for the borrowings fluctuate based on the Fed Funds Upper Target plus 0.60 %. The weighted average interest rates were 0.46 % and 0.98 %, respectively, on average margin loan balances of $ 1 .0 million and $ 27.4 million as of December 31, 2024 and December 31, 2023 During the years ended December 31, 2024 and December 31, 2023, the Company incurred interest expense on the margin loan of $ 0.1 million and $ 1.5 million, respectively. The investment margin account borrowings do not mature but are collateralized by the marketable securities held by the same custodian and the custodian can issue a margin call at any time, effecting a payable on demand loan. Due to the call option, the margin loan is recorded as a current liability on the Company’s consolidated balance sheets. 77 Note 12: Bank Indebtedness and Production Facilities The Company has certain credit facilities that are comprised of the following: Revolving Demand Facility In the first quarter of 2024, the Company amended the revolving demand facility to allow for draws of up to $ 0.7 million (CAD 1 .0 million) to be made by way of CAD prime rate loans, CAD overdrafts, USD base rate loans or letters of credit up to a maximum of $ 200,000 in either CAD or USD and having a term of up to 1 year. The CAD prime borrowings and overdrafts bear interest at a rate equal to bank prime plus 2.00 % per annum. The USD base rate borrowings bear interest at a rate equal to bank base rate plus 2.00 % per annum. As of December 31, 2023, the revolving demand facility allowed for draws of up to $ 5.6 million (CAD 8 .0 million). On December 19, 2024, the Company fully repaid its outstanding revolving demand facility balance and its revolving demand facility with the lender was terminated. The final payment to close out the revolving demand facility was $ 0.6 million (CAD 0.8 million). As of December 31, 2023, the Company had an outstanding balance of $ 2.9 million (CAD 3.8 million) on the revolving demand facility by way of bank prime rate loan draws, included as Bank Indebtedness within current liabilities on the Company’s consolidated balance sheets. Equipment Lease Line Under the equipment lease line, the Company could borrow up to $ 2.8 million (CAD 4 .0 million) in total for equipment leases. Each transaction under the equipment lease line has specific financing terms in respect of the leased equipment such as term, finance amount, rate, and payment terms. In the first quarter of 2024, the equipment lease line was terminated, however, the Company continued to make the regular principal and interest payments under the specific financing terms of the existing equipment lease agreements. In the third quarter of 2024, the lender and the Company reached an agreement for the early repayment of certain equipment leases under the equipment lease line to be completed within the fourth quarter of 2024. On November 29, 2024, the Company made equipment lease line repayments of $ 0.6 million (CAD 0.8 million) in total to extinguish the remaining equipment lease line obligations. As of December 31, 2023, the Company had an outstanding balance of $ 1.2 million (CAD 1.6 million) under the equipment lease line, included within current and noncurrent Finance Lease Liabilities on the Company’s consolidated balance sheets. Treasury Risk Management Facility The treasury risk management facility allows for advances of up to $ 0.3 million (CAD 0.5 million) for foreign exchange forward contracts and interest rate swaps. During March 2024, an amendment was entered into that removed the treasury risk management facility. As of December 31, 2024 and December 31, 2023, there were no outstanding amounts drawn under the treasury risk management facility. Production Facilities, net The production facilities are used for financing specific productions. The Company’s production facilities bear interest at rates ranging from bank prime plus 1.00 % - 1.25 % per annum. The production facilities are generally repayable on demand. Any borrowings under the production facilities are collateralized by a security interest in substantially all of the relevant production company’s tangible and intangible assets, including a combination of federal and provincial tax credits, other government incentives, production service agreements and license agreements as well as those of certain of our subsidiaries and related entities acting as guarantors of the production facilities. 78 As of December 31, 2024 and December 31, 2023, the Company had an outstanding net balance of $ 9.2 million (CAD 13.3 million), including $ 0.8 million (CAD 1.2 million) of interest and $ 15.3 million (CAD 20.3 million), including $ 1.4 million (CAD 1.9 million) of interest, respectively, recorded as Production Facilities, net within current liabilities on the Company’s consolidated balance sheets. As of December 31, 2024 and December 31, 2023, Production Facilities, net includes unamortized debt issuance costs related to the issuance of production facilities of $ 0.1 million, which were included as a reduction to the carrying amount of production facilities. Equipment Lease Facility In the fourth quarter of 2022, the Company entered into an equipment lease agreement with a Canadian bank. This additional equipment lease facility allows the Company to finance equipment purchases of up to $ 1 .0 million (CAD 1.4 million) in total. Each transaction under the equipment lease facility has specific financing terms in respect of the leased equipment such as term, finance amount, rate, and payment terms. As of December 31, 2024, the Company has two leases remaining under this facility with finance rates of 7.52 % and 8.20 %, and remaining lease terms of 11 months and 20 months. As of December 31, 2024 and December 31, 2023, the outstanding balances, net of repayments, of $ 0.3 million (CAD 0.4 million) and $ 0.6 million (CAD 0.8 million), respectively, were included within current and noncurrent Finance Lease Liabilities, net on the Company’s consolidated balance sheets. Loan Covenants, Violations and Waiver The Company was subject to financial and customary affirmative and negative non-financial covenants on the revolving demand facility and equipment lease agreements. In the second and third quarter of 2024, the Company was not in compliance with financial covenant calculations. As a result of these financial covenant violations, the Company and the lender agreed to an early repayment of the equipment leases under the equipment lease line and the revolving demand facility in the fourth quarter of 2024. As of December 31, 2024, the Company is no longer subject to financial and customary affirmative and negative non-financial covenants on the revolving demand facility and equipment lease agreements that were repaid in full and terminated in the fourth quarter of 2024. As of December 31, 2023, the Company was in technical violation of two financial covenants requiring a minimum fixed charge ratio and a maximum senior funded debt to EBITDA ratio as part of its loan covenants for the revolving demand facility, equipment lease line, and treasury risk management facility. Note 13: Stockholders’ Equity Common Stock On February 6, 2023, the Company’s board of directors approved a 1-for-10 reverse stock split of the Company’s 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 one 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 stockholders 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 the Company’s then outstanding warrants and stock options. The reverse stock split did not affect the authorized preferred stock of 10,000,000 shares. 79 As of December 31, 2024 and December 31, 2023, the total number of authorized shares of common stock was 190,000,000 . As of December 31, 2024 and December 31, 2023, there were 46,209,081 and 35,247,744 shares of common stock outstanding, respectively. During the year ended December 31, 2024, the Company issued 362,568 shares of common stock for services. During the year ended December 31, 2024, the Company issued 166,033 shares of common stock in connection with vested restricted stock units (RSUs), net of shares withheld for tax obligations. On April 23, 2024, pursuant to the terms of a securities purchase agreement, dated April 18, 2024 (the “SPA”), the Company closed a registered direct offering of the sale of 3,900,000 shares of our common stock, par value $ 0.001 per share (the “Common Stock”), and pre-funded warrants to purchase up to 100,000 shares of Common Stock (the “Pre-funded Warrants”) to an institutional investor (the “Investor”), at $ 1.00 per share of Common Stock and $ 0.99 per Pre-funded Warrant, for aggregate gross proceeds of approximately $ 4,000,000 , prior to deducting placement agent fees and other offering expenses. Additionally, in connection with the April 2024 Offering, the exercise price of certain warrants to purchase 4,784,909 shares of common stock, previously issued by us in June 2023, was reduced from $ 2.50 per share to $ 1.00 per share pursuant to anti-dilution provisions contained in such warrants. On December 18, 2024 the Company closed an offering resulting an aggregate gross proceeds of approximately $ 4,496,480 from one institutional investor and issued to such investor 4,375,000 shares of common stock, pre-funded common stock purchase warrants to purchase up to 3,519,736 shares of common stock, Series A common stock purchase warrants to purchase up to 7,894,736 shares of common stock, and Series B common stock purchase warrants to purchase up to 7,894,736 shares of common stock. Each share of common stock and each pre-funded warrant was issued together with one Series A warrant and one Series B warrant as part of an integrated offering. The purchase price per share of common stock, together with accompanying Series A and Series B warrants, was $ 0.57 , while the purchase price per pre-funded warrant was $ 0.569 . We incurred a placement agent fee of approximately $ 389,754 and issued warrants to purchase 1,657,895 shares of common stock to the placement agent with an exercise price of $ 0.71 per share. Following an analysis under applicable accounting guidance, we determined that the pre-funded warrants and placement agent warrants met the criteria for equity classification, while the Series A and Series B warrants required classification as liabilities due to settlement provisions requiring shareholder approval. The liability-classified warrants will be subsequently measured at fair value, with changes recognized in earnings. In accordance with applicable accounting standards, we allocated the total proceeds among the instruments issued, recognizing the warrants as a liability at their full fair value. As a result of this allocation, we recorded a non-cash loss of $ 1 .0 million. Executing the transaction was driven by several strategic considerations. The capital injection strengthened our liquidity position, supporting project development and ongoing operations. Additionally, while the warrants resulted in a non-cash accounting loss due to their fair value measurement, they did not impact our cash flows. Furthermore, our management believes, that the offering was beneficial from a market visibility perspective. On December 26, 2024, the Company issued 2,057,736 shares of common stock to investor Armistice Capital Master Fund Ltd. upon the exercise of outstanding pre-funded warrants. The warrants were exercised at a price of $ 0.001 per share, which represented par value, resulting in total proceeds of $ 2,058 . The issuance was completed in accordance with the terms of the warrant agreements, and the shares issued are fully paid and non-assessable. 80 Preferred Stock The Company has 10,000,000 shares of preferred stock authorized with a par value of $ 0.001 per share including 9,943,999 shares of undesignated preferred stock, 6,000 shares designated as 0% Series A Convertible Preferred Stock and 50,000 shares as Series C Preferred Stock. The board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by the Company’s stockholders, to issue from time-to-time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. In connection with the Company’s acquisition of Wow, certain eligible Canadian stockholders, noteholders and optionholders of Wow elected to receive the Exchangeable Shares in the capital of the Wow Exchange Co. Inc. (“ExchangeCo”) instead of shares of the Company’s common stock to which they were otherwise entitled. The shares of ExchangeCo were exchangeable into shares of the Company’s common stock in accordance with their terms. Holders of the ExchangeCo shares were entitled to defined voting rights (the “Voting Rights”) in the Company pursuant to a voting and exchange trust agreement (the “Voting Agreement”) dated April 6, 2022 among the Company, ExchangeCo, 1329258 B.C. Ltd. (“CallCo”) and Computershare Trust Company of Canada (the “Voting Trustee”). The Voting Trustee holds a single share of Series B Preferred Stock in the capital of the Company (the “Special Voting Share”), which granted the Voting Trustee that number of votes at the meetings of the Company’s stockholders as is equal to the number of shares of the Company’s common stock that at such time have not been delivered pursuant to the tender of ExchangeCo shares. The Voting Trustee was required to exercise each vote attached to the Special Voting Share only as directed by the relevant holder of the underlying Company shares of common stock and, in the absence of any instructions, would not exercise voting rights with respect to the applicable shares. On August 16, 2024, CallCo acquired the balance of the remaining exchangeable shares of ExchangeCo in consideration for shares in the Company’s common stock. Accordingly, the shares of ExchangeCo are no longer held by the public and therefore, (i) the Voting Agreement automatically terminated, and (ii) there are no longer Voting Rights in respect of the shares of ExchangeCo or the Special Voting Share. As of December 31, 2024 and December 31, 2023, there were 0 shares of Series A Convertible Preferred Stock outstanding. As of December 31, 2024 and December 31, 2023, there was 0 and 1 share of Series B Preferred Stock outstanding, respectively. As of December 31, 2024 and December 31, 2023, there were 0 shares of Series C Preferred Stock outstanding. Treasury Stock During the years ended December 31, 2024 and December 31, 2023, 524 and 32,840 shares of common stock with a cost of $ 504 and $ 48,845 , respectively, were withheld to cover taxes owed by certain employees, all of which were included as treasury stock outstanding and recorded at cost within Treasury Stock on the consolidated balance sheets. Note 14: Stock Options On August 27, 2020, the Company’s stockholders approved the adoption of the Kartoon Studios, Inc. 2020 Equity Incentive Plan (as amended, the ”2020 Plan”). The 2020 Plan replaced the previously adopted 2015 Incentive Plan (the “2015 Plan”). The maximum number of shares available for issuance was initially equal to the sum of (i) 3,000,000 shares of common stock and (ii) the number of shares of common stock remaining available for issuance under the 2015 Plan, which was then equal to 216,767 shares. On May 23, 2023, the Company’s stockholders approved the adoption of an Amended and Restated 2020 Equity Incentive Plan, which provided for the maximum number of shares of common stock available for issuance under the 2020 Plan to be increased by 5,000,000 shares. The remaining 12,000 outstanding stock options granted under the 2015 Plan, as of December 31, 2024, remain to be governed under such plan. 81 During the years ended December 31, 2024 and December 31, 2023, the Company granted options to purchase 35,000 and 25,000 shares of common stock with weighted-average grant-date fair market values of $ 24,210 and $ 9,007 , respectively. The fair value of the options granted during the years ended December 31, 2024 and December 31, 2023 were calculated using the BSM option pricing model based on the following assumptions: Schedule of assumptions used Year Ended December 31, 2024 2023 Exercise Price $ 0.95 $ 1.43 Dividend Yield – % – % Volatility 92.13 % 98.78 % Risk-free interest rate 4.26 % 3.90 % Expected life of options 5.0 years 5.0 years The following table summarizes the stock option activity during the years ended December 31, 2024 and 2023: Schedule of option activity Number of Shares Weighted-Average Remaining Contractual Life Weighted- Average Exercise Price Outstanding at December 31, 2022 1,351,421 6.49 $ 15.09 Granted 25,000 4.96 1.43 Exercised – – – Forfeited/Cancelled ( 175,497 ) – – Expired ( 17,016 ) – – Outstanding at December 31, 2023 1,183,908 5.56 $ 14.96 Granted 35,000 4.47 $ 0.95 Exercised – – – Forfeited/Cancelled ( 260,968 ) – – Expired ( 5,800 ) – – Outstanding at December 31, 2024 952,140 4.79 $ 12.72 Unvested at December 31, 2024 94,166 4.11 $ 4.48 Vested and exercisable December 31, 2024 857,974 4.87 $ 13.62 During the years ended December 31, 2024 and December 31, 2023, the Company recognized $ 0.2 million and $ 1.2 million , respectively, in share-based compensation expense related to stock options included in General and Administrative Expense on the Company’s consolidated statements of operations. The unrecognized share-based compensation expense as of December 31, 2024 was $ 0.02 million which will be recognized through the 2025 assuming the underlying grants are not cancelled or forfeited. The outstanding shares as of December 31, 2024 had an aggregated intrinsic value of zero . During the year ended December 31, 2023, upon termination of certain employees, the Company accelerated the vesting of any unvested options held by the employees pursuant to their employment agreements. This resulted in 98,850 options becoming immediately vested on the separation date and $ 0.2 million in expense recognized by the Company. 82 Note 15: Restricted Stock Units RSUs are granted under the Company’s 2020 Plan. During the year ended December 31, 2024, the Company granted 372,745 fully vested RSUs to the Company’s board members and consultants, with a fair value of $ 0.4 million. There was no RSUs to granted to employees during the year ended December 31, 2024. An aggregate of 166,033 shares of common stock were issued during the year ended December 31, 2024 as a result of vested RSUs held by employees. The following table summarizes the Company’s RSU activity during the years ended December 31, 2024 and 2023: Schedule of RSU activity Restricted Stock Units Weighted- Average Grant Date Fair Value per Share Unvested at December 31, 2022 1,151,944 $ 13.72 Granted 188,937 $ 1.69 Vested ( 358,256 ) $ 8.18 Forfeited/Cancelled – $ – Unvested at December 31, 2023 982,625 $ 13.42 Granted 372,745 $ 1.00 Vested ( 484,953 ) $ 3.68 Forfeited/Cancelled – $ – Unvested at December 31, 2024 870,417 $ 13.53 During the years ended December 31, 2024 and December 31, 2023, the Company recognized $ 0.5 million and $ 1.5 million, respectively, in share-based compensation expense related to RSU awards included in General and Administrative Expense on the Company’s consolidated statements of operations. The unvested share-based compensation as of December 31, 2024 was $ 0.02 million which will be recognized through the second quarter of 2025 assuming the underlying grants are not cancelled or forfeited. The total fair value of shares vested during the year ended December 31, 2024 was $ 1.8 million. Note 16: Warrants The following table summarizes the activity in the Company’s outstanding warrants during the years ended December 31, 2024 and December 31, 2023: Schedule of warrant activity Warrants Outstanding Number of Shares Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Balance at December 31, 2022 4,433,593 3.37 $ 22.50 Granted 4,784,909 – $ 2.50 Exercised ( 2,311,550 ) – $ 23.70 Expired ( 4,000 ) – $ – Forfeitures ( 50,000 ) – $ – Balance at December 31, 2023 6,852,952 4.16 $ 8.19 Granted 21,067,103 0.39 $ 0.48 Exercised ( 2,057,736 ) – $ 0.001 Expired ( 27,567 ) – $ – Forfeitures – – $ – Balance at December 31, 2024 25,834,752 1.16 $ 2.18 Exercisable December 31, 2024 25,834,752 1.16 $ 2.18 83 Registered Direct Offering (April 2024) On April 23, 2024 the Company issued pre-funded warrants to purchase up to 100,000 shares of Common Stock to an institutional investor at $ 0.99 per Pre-funded Warrant. Additionally, in connection with the April 2024 Offering, the exercise price of certain warrants to purchase 4,784,909 shares of common stock, previously issued by the Company in June 2023, was reduced from $ 2.50 per share to $ 1.00 per share pursuant to anti-dilution provisions contained in such warrants. The reduction in exercise price reduced the Weighted-Average Exercise Price per Share from $ 8.19 before the reprice to $ 7.14 after the reprice. Since the Warrants are classified as equity, they are not remeasured after initial recognition, in accordance with ASC 815, as outlined in the “Warrants Exchange” section below. December 2024 Offering On December 18, 2024, we closed an offering (the “December 2024 Offering”) for aggregate gross proceeds of approximately $ 4,496,480 from one institutional investor and issued to such investor 4,375,000 shares of common stock, pre-funded common stock purchase warrants to purchase up to 3,519,736 shares of common stock, Series A common stock purchase warrants to purchase up to 7,894,736 shares of common stock, and Series B common stock purchase warrants to purchase up to 7,894,736 shares of common stock. Each share of common stock and each pre-funded warrant was issued together with one Series A warrant and one Series B warrant as part of an integrated offering. The purchase price per share of common stock, together with accompanying Series A and Series B warrants, was $ 0.57 , while the purchase price per pre-funded warrant was $ 0.569 . We incurred a placement agent fee of approximately $ 389,754 and issued warrants to purchase 1,657,895 shares of common stock to the placement agent with an exercise price of $ 0.71 per share. Following an analysis under applicable accounting guidance, we determined that the pre-funded warrants and placement agent warrants met the criteria for equity classification, while the Series A and Series B warrants required classification as liabilities due to settlement provisions requiring shareholder approval. The liability-classified warrants will be subsequently measured at fair value, with changes recognized in earnings. In accordance with applicable accounting standards, we allocated the total proceeds among the instruments issued, recognizing the warrants as a liability at their full fair value. As a result of this allocation, we recorded a non-cash loss of $ 1 .0 million. Executing the transaction was driven by several strategic considerations. The capital injection strengthened our liquidity position, supporting project development and ongoing operations. Additionally, while the warrants resulted in a non-cash accounting loss due to their fair value measurement, they did not impact our cash flows. Furthermore, our management believes, that the offering was beneficial from a market visibility perspective Additionally, in connection with the December 2024 Offering, the exercise price of certain warrants to purchase 4,784,909 shares of common stock, previously issued by us in June 2023, was reduced from $ 1.00 per share to $ 0.57 per shares pursuant to anti-dilution provisions contained in such warrants. The reduction in exercise price reduced the Weighted-Average Exercise Price per Share from $ 7.14 before the reprice to $ 6.85 after the reprice. Since the Warrants are classified as equity, they are not remeasured after initial recognition, in accordance with ASC 815, as outlined in the “Warrants Exchange” section below. The fair value of the outstanding Series A derivative warrants at issuance date was determined by using the BSM option pricing model based on the following assumptions: Schedule of assumptions December 18, 2024 Market Price $ 0.59 Exercise Price $ 0.57 Dividend Yield –% Volatility 83% Risk-free Interest Rate 4.11% Expected Life of Warrants 5.00 The fair value of the outstanding Series B derivative warrants at issuance date determined by using the BSM option pricing model based on the following assumptions: Schedule of assumptions December 18, 2024 Market Price $ 0.59 Exercise Price $ 0.57 Dividend Yield –% Volatility 102% Risk-free Interest Rate 4.11% Expected Life of Warrants 1.5 84 The fair value of the outstanding Series A derivative warrants was determined by using the BSM option pricing model based on the following assumptions as of December 31, 2024: Schedule of assumptions December 31, 2024 Market Price $ 0.59 Exercise Price $ 0.57 Dividend Yield –% Volatility 102% Risk-free Interest Rate 3.98% Expected Life of Warrants 5.00 The fair value of the outstanding Series B derivative warrants was determined by using the BSM option pricing model based on the following assumptions as of December 31, 2024: Schedule of assumptions December 31, 2024 Market Price $ 0.59 Exercise Price $ 0.57 Dividend Yield –% Volatility 83% Risk-free Interest Rate 3.98% Expected Life of Warrants 1.50 On December 26, 2024, 2,057,736 of the pre-funded warrants were exercised at a price of $ 0.001 per share, which represented par value, resulting in total proceeds of $ 2,058 . The issuance was completed in accordance with the terms of the warrant agreements, and the shares issued are fully paid and non-assessable. As of December 31, 2024, 89,286 derivative warrants classified as a liability as issued with convertible notes in 2020 to purchase shares of the Company’s common stock remained outstanding and are revalued each reporting period. As of December 31, 2024, the warrants were revalued at approximately nil , resulting in a decrease of $ 0.1 million in liability as compared to December 31, 2023. The change in value was recorded as a Gain on Revaluation of Warrants within Other Income (Expense), net on the consolidated statements of operations and within the Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities on the consolidated statements of cash flows. The fair value of the outstanding derivative warrants was determined by using the BSM option pricing model based on the following assumptions as of December 31, 2024: Schedule of assumptions December 31, 2024 Market Price $ 0.59 Exercise Price $ 2.10 Dividend Yield – % Volatility 66 % Risk-free Interest Rate 4.16 % Expected Life of Warrants 0.2 years Warrant Exchange On June 26, 2023, the Company entered into warrant exercise inducement offer letters (the “Letter Agreements”) with certain holders of the warrants issued by the Company in January 2021 that had an exercise price of $ 23.70 per share and were exercisable for an aggregate of 2,311,550 shares of the Company’s common stock (the “2021 Warrants”). Pursuant to the Letter Agreements, the exercising holders and the Company agreed that, subject to any applicable beneficial ownership limitations, the holders would exercise all of their 2021 Warrants for shares of the Company’s common stock at a reduced exercise price of $ 2.50 per share of common stock in exchange for the issuance of new unregistered warrants (the “Exchange Warrants”) to purchase up to an aggregate of 4,623,100 shares of common stock, equal to 200 % of the number of common stock underlying the 2021 Warrants. The Exchange Warrants had an exercise price of $ 2.50 per share and a term of exercise of five years from November 1, 2023. 85 The Company received approximately $ 5.8 million in gross proceeds recorded as an increase to Additional Paid-in Capital. The Special Equities Group, a division of Dawson James Securities, Inc. (“SEG”), acted as warrant solicitation agent and received a cash fee of $ 0.4 million, equal to 7.0 % of the total gross proceeds, and warrants with a value of $ 0.4 million on the issuance date to purchase up to 161,809 of the Company’s common stock at $ 2.50 per share (the “SEG Warrants”). In addition, through issuance of the Company’s common stock, the Company paid lawyer fees of $ 0.1 million for costs directly attributable to the warrant re-pricing and exchange. The total issuance costs of $ 0.5 million were netted against the proceeds received and recorded as a reduction to Additional Paid-in Capital on the Company’s consolidated balance sheet. As the 2021 Warrants were repriced prior to exercising, the Company utilized ASC 815 to account for the modification. The Company calculated the fair value of the 2021 Warrants exercised immediately before the repricing using the BSM option pricing model. The calculation used the original exercise price of $ 23.70 per share and the BSM assumptions as of June 26, 2023 to calculate the fair value immediately before the repricing and calculated the fair value of the 2021 Warrants exercised utilizing the modified exercise price of $ 2.50 per share and the same BSM assumptions as of June 26, 2023. The resulting increase in fair value of $ 3.5 million, was considered a deemed dividend and reflected within Additional Paid-in Capital on the consolidated balance sheet as of December 31, 2023. The fair value of the aggregate total of 4,784,909 Exchange Warrants and the SEG Warrants (collectively, the “Warrants”) on the issuance date of June 26, 2023 was determined to be $ 13.1 million, or $ 2.74 per share, as calculated using the BSM option pricing model. The fair value of the Exchange Warrants of $ 12.7 million was recorded as a Warrant Expense within Other Income (Expense), net on the consolidated statement of operations in the year ended December 31, 2023. The fair value of the SEG Warrants of $ 0.4 million was recorded as a reduction to Additional Paid-in Capital on the consolidated balance sheet as of December 31, 2023. The Company held a special meeting of stockholders on November 1, 2023, at which, among other things, the stockholders approved an increase in the number of authorized shares of common stock. Consequently, the Company had a sufficient number of authorized and unissued shares required to settle all outstanding equity instruments, including the Warrants. Per ASC 815, as a result of events during the period, the classification of an instrument shall be reclassified as of the date of the event that caused the reclassification by revaluing the instrument immediately prior to reclassification and any gains or losses should be recognized. The fair value of the Warrants was determined to be $ 3 .0 million, using the BSM option pricing model based on the following assumptions on October 31, 2023: Schedule of assumptions October 31, 2023 Market Price $ 0.99 Exercise Price $ 2.50 Dividend Yield – % Volatility 98 % Risk-free interest rate 4.82 % Expected Life of Warrants 5.0 years The decrease in value of $ 1.4 million was recorded as a Gain on Revaluation of Warrant within Other Income (Expense), net on the consolidated statement of operations and a decrease in liability in the year ended December 31, 2023. The remaining liability of $ 3 .0 million was then reclassified from Warrant Liability to Additional Paid-in-Capital within stockholders’ equity on the consolidated balance sheet. 86 Note 17: Supplemental Financial Statement Information Other Income (Expense), net Components of Other Income (Expense), net, are summarized as follows (in thousands): Schedule of other income expense, net Year Ended December 31, 2024 2023 Interest Expense (a) $ ( 779 ) $ ( 3,126 ) Warrant Expense (b) – ( 12,664 ) Gain on Revaluation of Warrants (c) 63 10,373 Gain (Loss) on Revaluation of Equity Investment in YFE (d) ( 1,627 ) 2,314 Loss on transaction (e) ( 985 ) – Realized Loss on Marketable Securities Investments (f) ( 611 ) ( 4,496 ) Gain (Loss) on Foreign Exchange (g) ( 2,138 ) 641 Interest Income (h) 168 622 Loss on Early Lease Termination (i) – ( 258 ) Finance Lease Interest Expense (j) ( 87 ) ( 189 ) Other (k) 2,008 978 Other Income (Expense), net $ ( 3,209 ) $ ( 2,679 ) (a) Interest Expense during the year ended December 31, 2024 primarily consisted of $ 0.1 million of interest incurred on the margin loan and $ 0.7 million of interest incurred on production facilities and bank indebtedness. Interest Expense during the year ended December 31, 2023 primarily consisted of $ 1.5 million of interest incurred on the margin loan and $ 1.5 million of interest incurred on production facilities and bank indebtedness. (b) During the year ended December 31, 2023 we recorded a warrants expense of $ 12.7 million related to the fair value of Exchange Warrants that were issued during the year ended December 31, 2023 to certain existing warrant holders in exchange for previously issued outstanding warrants. (c) The Gain on Revaluation of Warrants recorded during the year ended December 31, 2024 is related to the remeasurement of 89,286 outstanding liability warrants expiring in March 2025 The Gain on Revaluation of Warrants during the year ended December 31, 2023 is primar ily related to the changes in fair value of the Exchange Warrants of $ 10.4 million recorded prior to the warrants being reclassified to stockholder’s equity. The decrease in fair value was due to decreases in market price. (d) As accounted for using the fair value option, the Loss on Revaluation of Equity Investment in YFE of $ 1.6 million recorded in the year ended December 31, 2024, is a result of the decreases in YFE’s stock price as of the current reporting period when compared to the prior reporting period. This excludes the impact of foreign currency recorded separately. (e) The Company allocated the total December 2024 offering transaction proceeds among the instruments issued, recognizing the warrants as a liability at their full fair value. As a result of this allocation, the Company recorded a non-cash loss of $ 1 .0 million (f) The Realized Loss on Marketable Securities Investments of $ 0.6 million recorded in the year ended December 31, 2024, reflects the loss that will not be recovered from the investments due to selling securities and issuers’ prepayments of principals on certain mortgage-backed securities. (g) The Loss on Foreign Exchange during the year ended December 31, 2024 primarily related to the revaluation of the YFE investment, resulting in a loss of $ 2.2 million due to the euro strengthening against the U.S. dollar as compared to year ended December 31, 2023 in which a gain of $ 0.5 million was recognized. (h) Interest Income during the year ended December 31, 2024 primarily consisted of interest income of $ 0.1 million, net of premium amortization expense, recorded for the investments in marketable securities. Interest Income during the year ended December 31, 2023 primarily consisted of interest income of $ 0.4 million, net of premium amortization expense, recorded for the investments in marketable securities. (i) The Loss on Early Lease Termination is due to early termination of the Lyndhurst, NJ office lease, effective August 1, 2023. The loss includes fees of $ 0.2 million and the write-down of assets and liabilities resulting in an additional $ 0.1 million loss. (j) The Finance Lease Interest Expense represents the interest portion of the finance lease obligations for equipment purchased under an equipment lease line. (k) During the year ended December 31, 2024, we recorded $ 1.2 million in other income related to Employee Retention Tax Credit (“ERTC”) Receivable, $ 0.6 million late fees contract interest income and $ 0.1 million domain sale income. During the year ended December 31, 2023, we wrote-off a liability in the amount of $ 0.9 million that had legally expired during the fourth quarter of 2023 under the statute of limitations on debt collection, resulting in an increase in other income. 87 Note 18: Income Taxes For financial reporting purposes, Loss Before Income Tax Benefit (Expense) includes the following components (in thousands): Schedule of loss before income tax benefit expense Year Ended December 31, 2024 2023 United States $ ( 14,812 ) $ ( 45,517 ) Foreign ( 6,172 ) ( 32,658 ) Loss Before Income Tax Benefit (Expense) $ ( 20,984 ) $ ( 78,175 ) The significant components of Income Tax Benefit (Expense) are as follows (in thousands): Schedule of components of income tax benefit Year Ended December 31, 2024 2023 Current: Federal $ – $ – State ( 12 ) – Foreign 62 – Current expense 50 – Deferred: Federal ( 7 ) 152 State – 116 Foreign – 705 Deferred benefit ( 7 ) 973 Income Tax Benefit (Expense) $ 43 $ 973 Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred Tax Liability, net consists of the following components (in thousands): Schedule of deferred tax liability As of December 31, 2024 2023 Deferred Tax Assets: Net Operating Loss Carryover $ 52,747 $ 48,857 Lease Liability 1,811 2,632 Stock Compensation 765 1,884 Warrants – 18 Marketable Securities 24 249 Other 3,300 2,519 Total Gross Deferred Tax Assets 58,647 56,159 Less: Valuation Allowance ( 54,046 ) ( 49,963 ) Deferred Tax Assets, net $ 4,601 $ 6,196 Deferred Tax Liabilities: Right-of-Use Assets ( 1,663 ) ( 2,427 ) Intangible Assets ( 4,239 ) ( 5,168 ) Total Gross Deferred Tax Liabilities $ ( 5,902 ) $ ( 7,595 ) Deferred Tax Liability, net $ ( 1,301 ) $ ( 1,399 ) 88 The income tax provision differs from the amount of income tax determined by applying the U.S. federal tax rate to pretax income from continuing operations due to the following (in thousands): Schedule of income tax provision Year Ended December 31, 2024 2023 Income Tax Benefit Computed at the Statutory Federal Rate $ 4,406 $ 16,396 State Income Taxes, Net of Federal Tax Effect 716 1,630 Stock Compensation ( 895 ) ( 828 ) Goodwill Impairment – ( 7,042 ) Warrants ( 207 ) ( 583 ) Other ( 165 ) ( 729 ) Non-U.S. operations 368 858 Valuation Allowance ( 4,180 ) ( 8,729 ) Income Tax Benefit (Expense) $ 43 $ 973 At December 31, 2024, the Company had Federal, state, and foreign net operating loss carry forwards of approximately $ 135.4 million, $ 137.4 million, and $ 54.7 million, respectively, that may be offset against future taxable income and will begin to expire in 2027, if not utilized. No tax benefit has been reported in the December 31, 2024 financial statements since the potential tax benefit from net operating loss carryforward is offset by a valuation allowance of the same amount. At December 31, 2024, the Company had gross realized capital loss carryforwards of $ 6 million, which expire beginning in 2027 if not utilized. A full valuation allowance has been recorded against this amount. For the years ending December 31, 2024 and 2023, the Company reflects a deferred tax liability in the amount of $ 1.3 million and $ 1.4 million r espectively, due to the future tax liability from assets with indefinite lives known as a “naked credit.” The future tax liability created by this indefinite lived asset can be offset by up to 80% of net operating loss carryforwards created after 2017. The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets. The Company did not record foreign withholding taxes on undistributed earnings of its foreign subsidiaries based on its intention to permanently reinvest those earnings at December 31, 2024 or 2023. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. The Company accounts for income taxes in accordance with ASC 740, Income Taxes , which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the consolidated financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions. 89 The Company files income tax returns in the U.S. federal jurisdiction and in the states of California, Florida, Massachusetts, New Jersey, New York, as well as Canada. To the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses were generated and carried forward to make adjustments up to the amount of the net operating losses. The Company is currently subject to U.S. federal, state and local and foreign tax examinations by tax authorities. The Company is no longer subject to audits by U.S. federal, state, local or foreign authorities for years prior to 2020. Kartoon Studios, Inc. and its wholly-owned U.S. subsidiaries are subject to U.S. income taxes and file a consolidated and separate tax returns in the U.S. The Beacon Communications Group, Ltd., Ameba Inc. and WOW Unlimited Media Inc. are subject to Canadian income taxes on a stand-alone basis and file separate tax returns in Canada. Note 19: Commitments and Contingencies The following is a schedule of future minimum cash contractual obligations as of December 31, 2024 (in thousands): Schedule of future minimum lease payments 2025 2026 2027 2028 2029 Thereafter Total Operating Leases $ 1,575 $ 1,580 $ 1,351 $ 1,006 $ 1,043 $ 2,138 $ 8,693 Finance Leases 261 50 – – – – 311 Employment Contracts 2,380 816 538 493 – – 4,227 Consulting Contracts 4,547 1,350 – – – – 5,897 Debt 10,120 – – – – – 10,120 Contractual obligation $ 18,883 $ 3,796 $ 1,889 $ 1,499 $ 1,043 $ 2,138 $ 29,248 Leases On January 30, 2019, the Company entered into an operating lease for 5,838 square feet of general office space at 190 N. Canon Drive, Suite 400, Beverly Hills, CA 90210 pursuant to a 96 -month lease that commenced on August 1, 2019. The Company pays rent of $ 0.4 million annually, subject to annual escalations of 3.5 %. On February 1, 2021, as part of the acquisition of Beacon Communications, the Company assumed an operating lease that was entered into on May 19, 2019 for 6,845 square feet of general office space located at 245 Fairview Mall Drive, Suites 202 and 301, Toronto, Ontario M2J 4T1 pursuant to an 84 -month lease which commenced on October 1, 2019. The Company pays rent of $ 95,830 annually, subject to annual escalations of 5 % to 7 %. On April 6, 2022, as part of the Wow acquisition, the Company assumed an operating lease for 45,119 square feet of general office space located at 2025 West Broadway, Suite 200, Vancouver, B.C., V6J 1Z6 which had a remaining lease term of 117 months and payments of $ 81,769 per month, subject to escalations of 7 % each of the third and fifth years. In addition, the Company also assumed a parking lease for 80 parking spaces which had a remaining lease term of 117 months and payments of $ 6,091 per month. The present value discount of the minimum operating lease payments above was $ 2.3 million which when deducted from the cash commitments for the leases included in the table above, equates to the operating lease liabilities of $ 6.4 million recorded as of December 31, 2024 on the Company’s consolidated balance sheet. 90 Employment contracts The Company has entered into employment agreements with certain key executives, which remain in effect for fixed terms. Under these agreements, the executives receive a base salary, subject to potential reviews at the discretion of the Board of Directors. Some of these agreements also include provisions for severance benefits in certain circumstances. As a result, the Company’s commitments under these agreements represent future salary or severance payments obligations. Other Funding Commitments The Company enters into various agreements associated with its individual properties. Some of these agreements call for the potential future payment of royalties or “profit” participations for either (i) the use of third party intellectual property, in which the Company is obligated to share net profits with the underlying rights holders on a certain basis as defined in the respective agreements, or (ii) services rendered by animation studios, post-production studios, writers, directors, musicians or other creative talent for which the Company is obligated to share with these service providers a portion of the net profits of the properties on which they have rendered services, as defined in each respective agreement. Litigation The Company is not a party to any material legal proceedings and is not aware of any material pending or threatened claims except for those cases described in Part I Item 3 Legal Proceedings within this Annual Form 10-K. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Note 20: Related Party Transactions Pursuant to his employment agreement dated December 7, 2020, Andy Heyward, the Company’s CEO, is entitled to an executive producer fee of $ 12,500 per one-half hour episode for each episode he provides services as an executive producer . During the year ended December 31, 2024 Mr. Heyward did no t earn any producer fees and during the year ended December 31, 2023, Mr. Heyward earned and was paid $ 0.3 million in executive producer fees. Mr. Heyward also earned his $ 55,000 quarterly bonus during each of the quarters in 2024 and 2023. On August 25, 2022, Mr. Heyward’s employment agreement was amended to include assignment of music royalties to Mr. Heyward for all musical compositions in which he provides services as a composer for or on behalf of the Company, in the event that the Company acquires up to 50 % of the writer’s share of the royalties for that musical composition. If the Company acquires more than 50 % of the writer’s share of the royalties on musical compositions Mr. Heyward provided services for, he has the option to purchase the additional royalties from the Company at the price the Company paid to acquire the additional royalties. During the years ended December 31, 2024 and December 31, 2023, Mr. Heyward has no t earned royalties from musical compositions. On February 27, 2023, Mr. Heyward’s employment agreement was further amended to provide him a creative producer fee of $ 100,000 per quarter, prorated for the first quarter of 2023. During the year ended December 31, 2024, Mr. Heyward earned and was paid $ 400,000 in creative producer fees. During the year ended December 31, 2023, Mr. Heyward earned and was paid $ 325,556 in creative producer fees. On July 21, 2020, the Company entered into a merchandising and licensing agreement with Andy Heyward Animation Art (“AHAA”), whose principal is Andy Heyward. The Company entered into a customary merchandise license agreement with AHAA for the use of characters and logos related to Warren Buffett’s Secret Millionaires Club and Stan Lee’s Mighty 7 in connection with certain products to be sold by AHAA. The terms and conditions of such license are customary within the industry, and the Company earns an industry standard royalty on all sales made by AHAA utilizing the licensed content. During the years ended December 31, 2024 and December 31, 2023, Mr. Heyward has no t earned royalties from this agreement. 91 On September 30, 2021, the Company entered into a Loan Agreement and Promissory Note with POW, its joint venture partner in SLU, in the amount of $ 1,250,000 included within Note and Accounts Receivable from Related Party as of December 31, 2022, which was fully repaid by POW in April 2023. On July 19, 2022, the Company entered into a Shareholder Loan Agreement with YFE in the amount of EURO 1.3 million, accruing interest at the fixed annualized rate of 5 %, with successive interest periods of three months due on the last day of each calendar quarter. The principal plus interest must be repaid by no later than June 30, 2026. As of December 31, 2024, $ 1.4 million is included within Notes and Accounts Receivable from Related Party on the Company’s consolidated balance sheets. During 2022, the Company entered into a sublease agreement with a related party to lease one office in the general office space at 190 N. Canon Drive, Suite 400, Beverly Hills, CA 90210. The monthly payment is $ 595 and recorded within Other Income (Expense), net in the Company’s consolidated statements of operations. On September 25, 2024 the Company entered into an agreement with a related party to provide services valued at $ 595 per month, instead of a cash payment settlement. During the quarter ended September 30, 2024, the Company entered into a one year consulting agreement with a related party for office space interior design services. The agreement is subject to an initial fee of $ 6,545 and a monthly fee of $ 595 that commenced on September 1, 2024. The interior design service fees are recorded within General and Administrative expenses in the Company’s consolidated statements of operations. Note 21: Segment Reporting ASC Topic 280 Segment Reporting establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s CODM uses revenue and net income (loss) to evaluate the profitability and performance of each operating segment. The CODM does not evaluate the operating segments using asset information and it is therefore not disclosed. Segment operating expenses include operating expenses directly attributable to the segment as well as certain shared corporate administration services and other costs which are allocated to the reportable segments, such as legal expenses, human resources expenses, accounting expenses, insurance expenses, and corporate facilities expenses. Segment operating expenses exclude certain non-recurring items and other costs, such as interest expense, interest income, share-based compensation expense and taxes. Our CODM evaluates the performance of each reportable segment based on segment operating income (loss) because it provides insight to operational leverage and other operational metrics for each segment. The Company has identified two operating segments based on the nature of the products and services offered: Content Production and Distribution segment includes the operations of Kartoon Studios, Inc, Mainframe Studios, and Frederator Studios. These entities are aggregated due to their similar economic characteristics, nature of products and services, production processes, customer types, and distribution methods. This segment is focused on the creation, production, and distribution of animated and live-action content, as well as licensing and royalty revenue from intellectual property. Media Advisory and Advertising Services segment includes The Beacon Media Group and The Beacon Communications Group. These entities provide media advisory and advertising services and marketing services. The CEO (CODM) primarily reviews revenue and net operating results, as allocated based on the nature of the business activity. The following table presents the revenue and net income (loss) within the Company’s two operating segments (in thousands): Schedule of segment information by revenues and net earnings Year Ended December 31, 2024 2023 Total Revenues: Content Production and Distribution $ 27,755 $ 39,146 Media Advisory and Advertising Services 4,836 4,939 Total Revenues $ 32,591 $ 44,085 Net Loss: Content Production and Distribution $ ( 21,160 ) $ ( 76,004 ) Media Advisory and Advertising Services 421 ( 1,099 ) Total Net Loss Attributable to Kartoon Studios, Inc $ ( 20,739 ) $ ( 77,103 ) 92 Geographic Information The following table provides information about disaggregated revenue by geographic area (in thousands): Schedule of segments by geographic area Year Ended December 31, 2024 2023 Total Revenues: United States $ 17,805 $ 26,833 Canada 5,769 7,957 United Kingdom 8,637 8,650 Other 380 645 Total Revenues $ 32,591 $ 44,085 Additional considerations include the use of segment-level budgets and forecasts created by Mainframe Studios, Frederator and Kartoon Studios at the entity level. The additional financial information prepared by the segment managers is discussed at length in meetings with the CODM. The Company determines that the revenue information reviewed by the CODM, combined with the financial information discussed with the segment managers is sufficiently detailed to allow the CODM to assess each component’s performance and make resource allocation decisions. Kartoon Studios, Frederator and Mainframe Studios are separate entities although according to ASC 280-10-50-11 all criteria are met in order to present result in aggregation. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several metrics included in net income or loss, which also include the following: Segment allocations December 31, 2024 Content Production and Distribution Media Advisory and Advertising Total Revenue $ 27,755 $ 4,836 $ 32,591 Less Operating Expenses: Selling, Marketing and Direct Operating Costs 24,103 274 24,377 General and Administrative Expenses 16,351 4,868 21,219 Other Expenses – 3 3 Segment results: $ ( 12,699 ) $ ( 309 ) $ ( 13,008 ) Reconciliation of net (loss) income: Depreciation Expense $ 3,120 $ 199 $ 3,319 Interest Expense 778 1 779 Stock Based Compensation 669 – 669 Tax provision 19 ( 62 ) ( 43 ) Other 4,077 ( 868 ) 3,209 Net Loss Attributable to Non-Controlling Interests ( 202 ) – ( 202 ) Net Income (Loss) $ ( 21,160 ) $ 421 $ ( 20,739 ) 93 December 31, 2023 Content Production and Distribution Media Advisory and Advertising Total Revenue $ 39,141 $ 4,944 $ 44,085 Less Operating Expenses: Selling, Marketing and Direct Operating Costs 42,845 206 43,051 General and Administrative Expenses 22,738 5,420 28,158 Other Expenses – – – Segment results: $ ( 26,442 ) $ ( 682 ) $ ( 27,124 ) Reconciliation of net (loss) income: Depreciation Expense $ 4,281 $ 214 $ 4,495 Interest Expense 3,117 9 3,126 Stock Based Compensation 2,671 – 2,671 Tax provision ( 973 ) – ( 973 ) Other 40,573 186 40,759 Net Loss Attributable to Non-Controlling Interests ( 99 ) – ( 99 ) Net Income (Loss) $ ( 76,012 ) $ ( 1,091 ) $ ( 77,103 ) All other segment items included in net income or loss are reported on the consolidated statements of operations and described within their respective disclosures. Note 22: Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 31, 2025, the date that the financial statements were issued. Subsequent to December 31, 2024, the Company acquired marketable securities for $ 1.8 million. Additionally, the Company sold marketable securities and received proceeds of $ 0.4 million. As of March 31, 2025, the Company had margin loan balance of $ 0.4 million. Subsequent to December 31, 2024, the fair value of the Company’s investment in YFE experienced a decline due to a decrease in YFE’s stock price. As of March 31, 2025, the share price of YFE was €1.81 compared to €2.30 as of December 31, 2024. The Company will continue to monitor the investment for any further developments and assess any potential accounting implications. Subsequent to December 31, 2024, the Company received $ 0.2 million in cash related to outstanding ERTC receivable. 94