{"url_path":"/sec/toon/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1355848/0001683168-26-005292-index.html","accession_number":"0001683168-26-005292","cik":"0001355848","ticker":"TOON","issuer_name":"Kartoon Studios, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1355848/0001683168-26-005292-index.html","primary_entity_key":"0001355848","primary_entity_name":"Kartoon Studios, Inc."},"word_count":2531,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n** **\n\nOn July 1, 2026, the\nBoard of Directors (the “Board”) of Kartoon Studios, Inc., a Nevada corporation (the “Company”),\napproved and adopted a preferred stock rights agreement and authorized and declared a dividend distribution of one right (each, a “Right”)\nfor each outstanding share of common stock, par value $0.001 per share (the “Common Stock”), of the Company to stockholders\nof record as of the close of business on July 13, 2026 (the “Record Date”). The complete terms of the Rights are set\nforth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of July 1, 2026, by and between the\nCompany and VStock Transfer, LLC, a California limited liability company, as rights agent.\n\n \n\nIn general terms, the\nRights Agreement imposes significant dilution upon any person or group (other than the Company and certain other Exempt Persons (as defined\nbelow)), that is or becomes the beneficial owner of ten percent (10%) or more of the Common Stock without the prior approval of the Board\nfollowing the first public announcement by the Company of the adoption of the Rights Agreement. The term “beneficial ownership”\nis defined in the Rights Agreement and, as more fully discussed below, includes, among other things, certain derivative arrangements.\n\n \n\nThe following is a summary\nof the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the\ncomplete text of the Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.\n\n \n\n**The Rights**.\nEach Right entitles its registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one one-thousandth\nof a share of Series D Junior Participating Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”),\nof the Company at a purchase price of $3.75 per Right, subject to adjustment (the “Purchase Price”). The Rights will\nattach to any shares of Common Stock that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as\ndefined below), the Redemption Date (as defined below), the Final Expiration Time (as defined below), and in certain other circumstances\ndescribed in the Rights Agreement.\n\n \n\nUntil the Distribution\nTime, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares\nof Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the\nRights Agreement by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.\n\n \n\nUntil the Distribution\nTime, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares\nand the Rights shall only trade with the Common Stock. As soon as practicable after the Distribution Time, separate Rights certificates\nwill be mailed to holders of record of Common Stock as of the Distribution Time. From and after the Distribution Time, the separate Rights\ncertificates alone will represent the Rights.\n\n \n\nThe Rights are not exercisable\nprior to the Distribution Time and, thereafter, become exercisable only after such time as the Rights become no longer redeemable by the\nCompany. Upon the Distribution Time, any Rights held by an Acquiring Person (as defined below), its affiliates and associates, and certain\ntransferees thereof become null and void and may not be exercised.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\n**Exercisability;\nSeparation and Distribution of Rights**. Subject to certain exceptions and the Rights becoming no longer redeemable, the Rights\nbecome exercisable and will be transferrable separately from the Common Stock from and after the “Distribution Time,”\nwhich occurs upon the earlier of:\n\n \n\n \n·\nthe close of business on the tenth (10th) business day (or such later date as may be determined by the Board) after the earliest day on which a public disclosure is made indicating that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the Common Stock (an “Acquiring Person”), the public disclosure of facts by the Company or an Acquiring Person that reveals the existence of an Acquiring Person or indicating that an Acquiring Person has become an Acquiring Person, or the Board becoming aware of the existence of an Acquiring Person (the “Shares Acquisition Date”), and\n\n \n·\nthe close of business on the tenth (10th) business day (or such later date as may be determined by the Board) after the date of the commencement of, or first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person (other than an Exempt Person) becoming an Acquiring Person.\n\n \n\nAs of the Distribution Time, the Rights separate\nfrom the Common Stock and become transferable apart from the Common Stock. After the Distribution Time, the Company will mail Rights certificates\nto the Company’s stockholders and such Rights certificates alone will represent the Rights.\n\n \n\n**Exempt Persons**. The following entities\nand persons are exempted from being deemed an “Acquiring Person” and, accordingly their acquisition of beneficial ownership\nof ten percent (10%) or more of the Common Stock will not result in the occurrence of a Distribution Time: (i) the Company, (ii) any subsidiary\nof the Company, (iii) any officers, directors, and employees of the Company or any of its subsidiaries solely in respect of such person’s\nstatus or authority as such (including, without limitation any fiduciary capacity), (iv) any employee stock ownership plan, employee benefit\nplan, or other compensation program or arrangement of the Company or of any of its subsidiaries, or any person holding Common Shares for\nor pursuant to the terms of any such plan, program, or arrangement or for the purpose of funding any such plan, program, or arrangement,\nand (v) any person organized, appointed, or established by the Company or any of its Subsidiaries for or pursuant to the terms of any\nsuch plan, program, or arrangement during the time such person acts in such capacity.\n\n \n\n**Existing Holders**. In addition, any\nperson who, together with its affiliates and associates, beneficially owns, immediately prior to the time of the first public announcement\nof the adoption of the Rights Agreement ten percent (10%) or more of the Common Stock then outstanding will not become an Acquiring Person\nunless such person, after the time of the public announcement of the Rights Agreement, becomes the beneficial owner of any additional\nshares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the Common Stock in the form\nof shares of Common Stock or pursuant to a split or subdivision of the Common Stock). However, if upon acquiring beneficial ownership\nof one or more additional shares of Common Stock, such person does not beneficially own 10% or more of the Common Stock then outstanding,\nsuch person shall not be deemed to be an “Acquiring Person” for purposes of the Rights Agreement.\n\n \n\n**Inadvertent Acquisitions.** The Rights\nAgreement also provides that certain inadvertent acquisitions will not trigger the occurrence of the Distribution Time.\n\n \n\n**Series D Preferred Stock Rights.**\nEach one one-thousandth of a share of Series D Preferred Stock, if issued upon the exercise of the Rights (i) will not be redeemable;\n(ii) will entitle holders to quarterly dividend payments, when and if declared, of $0.001 per one one-thousandth of a share of Series\nD Preferred Stock, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater; (iii) will  entitle\nholders upon liquidation either to receive $1.00 per one one-thousandth of a share of Series D Preferred Stock or an amount equal to the\npayment made on one share of Common Stock, whichever is greater; (iv) will  have the same voting power as one share of Common Stock\nand will vote together with the Common Stock; and (v) will entitle holders to a payment per one one-thousandth of a share of Series D\nPreferred Stock equal to the payment made on one share of Common Stock if the Common Stock is exchanged via merger, consolidation, or\na similar transaction. Because of the nature of the Series D Preferred Stock’s dividend, liquidation, and voting rights, the value\nof one one-thousandth of a share of Series D Preferred Stock purchasable upon exercise of each Right should approximate the value\nof one share of Common Stock.\n\n \n\n \n\n \n\n 3 \n\n \n\n \n\n**Flip-In Trigger**. If an Acquiring\nPerson obtains beneficial ownership of ten percent (10%) or more of the Common Stock, then each Right will entitle the holder thereof\nto purchase, for the Purchase Price, a number of shares of Common Stock (or, in certain circumstances, cash, property, or other securities\nof the Company) having a then-current market value of twice the Purchase Price. However, the Rights are not exercisable following the\noccurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below.\n\n \n\nFollowing the occurrence of an event set forth\nin preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned\nby an Acquiring Person, its affiliates and associates, and certain of its transferees will be void.\n\n \n\n**Flip-Over Trigger**. If, at any time\non or following the date that an Acquiring Person obtains ten percent (10%) or more of the Common Stock, directly or indirectly (i) the\nCompany consolidates with, or merges with and into, any other person (other than a subsidiary of the Company), and the Company shall not\nbe the continuing or surviving corporation or other entity of such consolidation or merger, (ii) any person (other than a subsidiary of\nthe Company) consolidates with, or merges with or into, the Company and the Company shall be the continuing or surviving corporation of\nsuch consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock\nshall be changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property, or\n(iii) the Company sells or otherwise transfers (or one or more of its subsidiaries sells or otherwise transfers), in one transaction or\na series of related transactions, assets, cash flow, or earning power aggregating fifty percent (50%) or more of the assets, cash flow,\nor earning power of the Company and its subsidiaries (taken as a whole and calculated on the basis of the Company’s most recent\nregularly prepared financial statements) to any person or persons (other than the Company or any subsidiary of the Company), then each\nRight (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Purchase\nPrice, a number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent)\nhaving a then-current market value of twice the Purchase Price, based on the market price of such person’s stock prior to such transaction.\n\n \n\n**Redemption of the Rights.** At any\ntime prior to the earlier of the Distribution Time and the Final Expiration Time, the Board of Directors of the Company may, at its option,\nredeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Redemption Price”) payable, at the\noption of the Company, in cash, shares of Common Stock, or such other form of consideration as the Board of Directors of the Company shall\ndetermine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors\nof the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will\nterminate and the only right of the holders of Rights will be to receive the Redemption Price. The Redemption Price will be adjusted if\nthe Company undertakes a stock dividend or a stock split.\n\n \n\n**Exchange Provision**. At any time\nafter the Distribution Time and prior to the acquisition by the Acquiring Person of fifty percent (50%) of the Common Stock, the Board\nmay exchange the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Stock\nat an exchange ratio of one share of Common Stock per Right (subject to adjustment). In certain circumstances, the Company may elect to\nexchange the Rights for preferred stock, cash, debt or equity securities, property, or a combination thereof having a value approximately\nequal to one share of Common Stock.\n\n \n\n**Expiration of the Rights**. The Rights\nwill expire on the earliest of (i) 5:00 p.m., New York City time, on June 29, 2027, (the “Final Expiration Time”),\n(ii) the date that the Board determines to make the redemption effective; and (iii) the time at which the Rights are exchanged in full\nby the Company as described above.\n\n \n\n \n\n \n\n 4 \n\n \n\n \n\n**Amendment of the Rights Agreement.**For\nso long as the Rights are redeemable, the Company may in its sole discretion supplement or amend the Rights Agreement in any respect without\nthe approval of any holders of the Rights, the Series D Preferred Stock, or the Common Stock. However, from and after the time when the\nRights are no longer redeemable, the Rights Agreement may not be supplemented or amended in any manner that would (i) adversely affect\nthe interests of the holders of Rights (other than an Acquiring Person, its affiliates and associates, and the transferees or nominees\nthereof, (ii) cause the Rights again to become redeemable, or (iii) cause the Rights Agreement to become amendable other than in accordance\nwith the original amendment provisions of the Rights Agreement.\n\n \n\n**Voting Rights; Other Stockholder Rights**.\nUntil a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing\nstockholder, including, without limitation, the right to vote or to receive dividends.\n\n \n\n**Antidilution and Other Adjustments**.\nThe Board may adjust the Purchase Price, the number of shares of Series D Preferred Stock issuable and the number of outstanding Rights\nto prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series D Preferred Stock or Common\nStock. With certain exceptions, no adjustments to the Purchase Price will be made until the cumulative adjustments amount to at least\none percent of the Purchase Price.\n\n \n\n**Miscellaneous**. While the distribution\nof the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable\nincome in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of an acquiring company\nor in the event of the redemption of the Rights as described above.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n 5 \n\n \n\n \n\n****\n\n****\n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \n**KARTOON STUDIOS, INC.**\n\n \n \n\nDate: July 6, 2026\nBy:\n/s/ Andy Heyward\n\n \nName:\nAndy Heyward\n\n \nTitle:\nChief Executive Officer\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n 6"}