Item 5. Other Information
Item 5. Other Information
(a) Disclosure in Lieu
of Current Report on Form 8-K
Amendments to Employment
Agreements
On August 10, 2026, the Company
entered into an amendment (the “Amendment”) to that certain Executive Employment Agreement (“Heyward Employment Agreement”)
with Andrew Heyward. The Amendment extends the term of the Heyward Employment Agreement to a four-year term, commencing August 15, 2025.
The Amendment made no changes to Executive’s base salary, made adjustments to certain producer fee payments and amended Section
4.2 of the Heyward Employment Agreement to provide that the 2025 performance metrics roll forward and apply to calendar year 2026.
The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as
Exhibit 10.3 hereto and is incorporated herein by reference.
On August
10, 2026, the Company entered into an amendment (the “Jaffa Amendment”) to that certain Executive Employment Agreement (“Jaffa
Employment Agreement”) with Michael Jaffa, the Company’s Chief Operating Officer and General Counsel. The Jaffa Amendment extends
the term of the Jaffa Employment Agreement to a four-year term, commencing November 14, 2025, and adds an annual bonus at the sole discretion
of the Company.
The foregoing
description of the Jaffa Amendment does not purport to be complete and is qualified in its entirety by reference to the Jaffa Amendment,
a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
On August
10, 2026, the Company entered into an amendment (the “Parisi Amendment”) to that certain Executive Employment Agreement (“Parisi
Employment Agreement”) with Brian Parisi, the Company’s Chief Financial Officer. The Parisi Amendment extends the term of the Parisi
Employment Agreement to a three-year term, commencing January 1, 2026, and adds a 5% base salary adjustment in year three of the term
and an annual bonus at the sole discretion of the Company.
The foregoing description of the
Parisi Amendment does not purport to be complete and is qualified in its entirety by reference to the Parisi Amendment, a copy of which
is filed as Exhibit 10.5 hereto and is incorporated herein by reference.
(b) Rule 10b5-1 Trading
Plans
During the quarter ended June 30,
2026, 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).
57
Item 6. Exhibits
EXHIBIT INDEX
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 to 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)
3.10
Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 2, 2026 )
4.1
Preferred Stock Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 6, 2026)
10.1
Settlement Agreement and Stipulation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 24, 2026)
10.2†*#
Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 2, 2026)
10.3†*
First Amendment to Heyward Employment Agreement dated as of August 10, 2026
10.4†*
First Amendment to Jaffa Employment Agreement dated as of August 10, 2026
10.5†*
First Amendment to Parisi Employment Agreement dated as of August 10, 2026
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
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.
# Exhibits and Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
a copy of any omitted exhibit and schedule to the SEC upon request.
58
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.
August 14, 2026
By:
/s/ Andy Heyward
Andy Heyward
Chief Executive Officer (Principal Executive Officer)
August 14, 2026
By:
/s/ Brian Parisi
Brian Parisi
Chief Financial Officer (Principal Financial and Accounting Officer)
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.