TOON — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers of our consolidated financial statements with the perspectives of management. This should allow the readers of this report to obtain an understanding of our businesses, …

• Certain statements made or incorporated by reference in this report and our other filings with the Securities and Exchange Commission, in our press releases and in statements made by or with the approval of authorized personnel constitute forward looking statements within the meaning of Section 27A …

• On November 18, 2025, we entered into an agreement to engage in a transaction under Section 3(a)(10) of the Securities Act with CCI, to settle an additional $1.0 million of accounts payable in exchange for issuing 1,695,072 shares of common stock. Under the terms of the agreement, CCI makes payments…

• Between May 29, 2026 and June 11, 2026, we entered into settlement agreements with six defendants (the “Settling Parties”) in the action styled Todd Augenbaum v. Anson Investments Master Fund LP, et al., Case No. 1:22-cv-00249 (S.D.N.Y.), an action brought under Section 16(b) of the Securities Excha…

• On July 1, 2026, the Board of Directors adopted a Preferred Stock Rights Agreement (a stockholder rights plan), filed a related Certificate of Designation designating 300,000 shares of a new Series D Participating Preferred Stock, and adopted amendments to our Bylaws. The stockholder rights plan is …

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• This management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers of our consolidated financial statements with the perspectives of management. This should allow the readers of this report to obtain an understanding of our businesses, …

• On August 27, 2025, we entered into an agreement to engage in a transaction under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”) with Continuation Capital, Inc. (“CCI”), to settle $1.8 million of outstanding accounts payable, in exchange for issuing 3,148,535 share…

• On April 8, 2026, we entered into a new agreement to settle an additional $1.1 million of accounts payable under Section 3(a)(10) of the Securities Act with CCI, in exchange for issuing 2,001,797 shares of common stock, and to settle additional obligations up to $0.3 million in exchange for issuing …

• Our summary results for the three months ended March 31, 2026 and 2025 are below:

• Production services revenue was generated specifically by Mainframe Studios providing animation production services. Revenue for production services is recognized over time on a percentage of completion basis, therefore, as the projects are still in progress, we recognize revenue based upon the prop…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• 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 ac…

• There was no change in our internal controls over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

• Control systems, no matter how well-conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the …

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• 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 ac…

• 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)…

• There was no change in our internal controls over financial reporting that occurred during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

• 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 cont…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• As of June 30, 2026, there were no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, other than as described below. Each of the proceedings described below was previously reported in Part I, Item 3 of the Company’s Annual Report on Form…

• As previously reported, the Company and its Chief Executive Officer Andy Heyward are defendants in a putative securities class action pending in the U.S. District Court for the Central District of California, styled In re Genius Brands International, Inc. Securities Litigation, Master File No. 2:20-…

• At the status conference held January 12, 2026, the Court referred the case to Magistrate Judge Oliver to resolve questions about the scope of discovery and concerning proposals by Defendants to streamline the Defendants’ formal Answer to the Third Amended Complaint, in both cases to focus on the sm…

• There have been no material developments during the quarter in the previously reported shareholder derivative actions, including Cohen v. Heyward, et al., Case No. A-25-929617-C (District Court of Clark County, Nevada). The Company is named only as a nominal defendant, and the plaintiffs seek no rec…

• As previously reported, the Company is a nominal defendant in Todd Augenbaum v. Anson Investments Master Fund LP, et al., Case No. 1:22-cv-00249 AS (S.D.N.Y.), an action brought under Section 16(b) of the Exchange Act by a stockholder on behalf and for the benefit of the Company. The action seeks di…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• As of March 31, 2026, there were no material pending legal proceedings to which the Company is a party or as to which any of its property is subject other than as described below.

• On February 4, 2025, the District Court issued an order granting in part and denying in part the renewed motion to dismiss and denying Plaintiffs’ motion for leave to file a sur-reply. The District Court dismissed all claims against Mr. Denton, and claims against the Company and Mr. Heyward based on…

• As previously disclosed, the Company, its Chief Executive Officer Andy Heyward, and its former Chief Financial Officer Robert Denton were named as defendants in a putative class action lawsuit filed in the U.S. District Court for the Central District of California and styled In re Genius Brands Inte…

• In September 2021, lead plaintiffs filed a second amended complaint, naming the same defendants. The new complaint alleged again that the Company made numerous - depending on how one counted, more than two dozen - false or misleading statements about the Company’s business and business prospects, th…

• On August 12, 2022, lead plaintiffs filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit. After a full briefing of the appeal, a panel of the Court of Appeals held oral argument on the appeal on November 6, 2023, and took the matter under submission.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• We have incurred net losses from operations since inception.

• We have a history of operating losses and incurred net operating losses in each fiscal quarter since our inception. During the three months ended June 30, 2026, we generated total revenues of $5.8 million and incurred a net loss from operations of $3.4 million, while for the same period the previous…

• The broader legal landscape governing U.S. tariff authority has continued to evolve materially. In February 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act does not authorize the President to impose tariffs, invalidating a b…

• We are subject to laws governing children’s privacy and online safety, including the FTC’s amended COPPA rule, which became fully enforceable in April 2026, and compliance requires ongoing operational measures.

• Our digital distribution properties, including Kartoon Channel!, are directed to children, and we are subject to the Children’s Online Privacy Protection Act (COPPA) and the FTC’s implementing rule, which govern the online collection, use, disclosure, and retention of personal information from child…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• We must raise additional capital to fund our operations in order to continue as a going concern.

• As of March 31, 2026, we had an accumulated deficit of $770.2 million and total stockholders’ equity of $22.6 million. As of March 31, 2026, we had total current assets of $30.7 million, including cash of $5.0 million, and total current liabilities of $31.4 million. We had negative working capital o…

• We have a history of operating losses and incurred net losses in each fiscal quarter since our inception. During the three months ended March 31, 2026, we generated total revenues of $7.2 million and incurred a net loss of $6.4 million, while for the same period the previous year, we generated total…

• The broader legal landscape governing U.S. tariff authority has also evolved materially. In February 2026, the U.S. Supreme Court held in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act ("IEEPA") does not authorize the President to impose tariffs, invalidating …

Text added vs the prior filing · source: 10-Q · 2026-08-14

• 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 Ame…

• 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 …

• 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 th…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• During the quarter ended March 31, 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).