~~Table~~As offiled ~~Contents~~with the Securities and Exchange Commission on November 19, 2025

As filed with the Securities and Exchange Commission on September 27, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KARTOON STUDIOS, INC.

(Exact name of registrant as specified in its charter)

Nevada		7812		20-4118216
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

190 N. Canon Drive, 4th FlFloor

Beverly Hills, CA 90210

(310) 273-4222

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Andy Heyward

Chief Executive Officer

190 N. Canon Drive, 4th FlFloor

Beverly Hills, CA 90210

(310) 273-4222

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Leslie Marlow, Esq. Melissa Palat Murawsky, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 (212) 885-5000 Charles Phillips, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300

Melissa Palat Murawsky, Esq.

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 885-5000

Approximate date of commencement of proposed sale to the public: From time to time after the date this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this ~~prospectus~~preliminary prospectus is not complete and may be changed. ~~These~~The ~~securities~~Selling Stockholders may not besell ~~sold~~these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and itwe is are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ~~SEPTEMBER~~NOVEMBER 2719, ~~2024~~2025

UpKartoon toStudios, ~~[●] Shares of Common Stock~~Inc.

~~Pre-Funded~~10,596,262 ~~Warrants to Purchase Up to [●]~~ Shares of Common Stock

UpThis prospectus relates to ~~[●]~~the ~~Shares~~resale from time to time of up to 10,596,262 shares of common stock, par value $0.001 per share (the “Common Stock”), of Kartoon Studios, Inc. ~~Underlying~~by the ~~Pre~~selling stockholders identified in this prospectus, including their pledgees, assignees, donees, transferees or their respective successors-~~Funded~~in-interest consisting of: (i) 9,903,049 shares of Common Stock (the “Common Warrant Shares”) issuable upon exercise of warrants (the “Common Warrants”) purchased by an institutional investor (the “Investor”) in a private placement transaction (the “October 2025 Private Placement”) pursuant to the terms of a securities purchase agreement, dated as of October 20, 2025 (the “Purchase Agreement”), between us and the Investor; and (ii) 693,213 shares of Common Stock (the “Placement Agent Warrant Shares”) issuable upon the exercise of warrants (the “Placement Agent Warrants”) issued to Dawson James Securities, Inc. (“Dawson James”) and its designees as partial compensation for Dawson James acting as exclusive placement agent in connection with the October 2025 Private Placement. The October 2025 Private Placement closed on October 22, 2025 (the “Closing Date”). The Investor, Dawson James and the designees of Dawson James that received Placement Agent Warrants are collectively referred to herein as the “Selling Stockholders.” The Common Warrants and the Placement Agent Warrants are collectively referred to herein as the “Warrants.” The Common Warrant Shares and the Placement Agent Warrant Shares are collectively referred to herein as the “Warrant Shares.”

We are ~~offering~~filing this registration statement on aForm S-1 ~~best~~(the ~~efforts~~“Resale ~~basis~~Registration upStatement”), of which this prospectus forms a part, to fulfill our contractual obligations with ~~[●]~~the ~~shares~~Investor ofto ~~our~~provide ~~common~~for ~~stock,~~the ~~par~~registration ~~value~~of ~~$0.001~~the (resale of the “Common ~~Stock”).~~Warrant ~~The~~Shares ~~assumed~~by ~~public~~the ~~offering~~Investor, ~~price~~as well as to provide for ~~each~~the registration ~~share~~of the resale of the Placement Agent Warrant Shares by Dawson James and its designees. See “Selling Stockholders” beginning on page 17 of ~~Common~~this ~~Stock~~prospectus isfor ~~$[●],~~more ~~which~~information ~~was~~about the ~~closing~~Selling ~~price~~Stockholders. The registration of ~~our~~the shares of Common Stock onto which this prospectus relates does not require the ~~NYSE~~Selling ~~American~~Stockholders ~~LLC~~to ~~(“NYSE~~sell ~~American”) on~~any ~~September~~of ~~[●],~~their ~~2024~~shares of our Common Stock.

We are ~~also~~not offering toany ~~certain purchasers whose purchase of~~ shares of Common Stock in under this ~~offering~~prospectus ~~would otherwise result in the purchaser, together with its affiliates~~ and ~~certain related~~will ~~parties,~~not ~~beneficially~~receive ~~owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if~~ any ~~such~~proceeds ~~purchaser~~from ~~so chooses, pre-funded warrants (~~the ~~“Pre-Funded Warrants”),~~sale ~~in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (~~or, atother ~~the~~disposition ~~election~~ of the ~~purchaser,~~Warrant ~~9.99%)~~Shares ofcovered ~~our outstanding Common Stock~~hereby. ~~The~~However, ~~public offering price of each Pre-Funded Warrant~~we will bereceive ~~equal to~~ the ~~price~~proceeds atfrom ~~which~~any ~~one share of Common Stock is sold to the public in this offering, minus $0.001, and the~~ exercise ~~price~~ of ~~each Pre-Funded Warrant will be $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of~~ the ~~Pre-Funded~~ Warrants ~~are~~for ~~exercised in full~~cash. ~~For~~See ~~each~~“Use ~~Pre-Funded Warrant we sell, the number~~ of ~~shares~~Proceeds” ofbeginning ~~Common Stock we are offering will be decreased~~ on apage ~~one-for-one~~11 ~~basis. This prospectus also covers the shares~~ of ~~Common Stock issuable from time to~~ ~~time~~this ~~upon the exercise of the Pre-Funded Warrants~~prospectus.

WeThe ~~have~~Selling ~~engaged~~Stockholders ~~Roth~~identified ~~Capital~~in ~~Partners~~this prospectus, ~~LLC~~or ~~(“Roth”~~ their pledgees, assignees, donees, transferees or ~~the~~their ~~“Placement~~respective ~~Agent”)~~successors-in-interest, from time to ~~act~~time asmay offer ~~our~~and ~~exclusive~~sell ~~placement~~through ~~agent~~public or private transactions at prevailing market prices, at prices related to ~~use~~prevailing ~~its~~market ~~reasonable~~prices ~~best~~or at ~~efforts~~privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers on terms to ~~arrange~~be determined ~~for~~at the ~~sale~~ time of ~~the~~sale, ~~securities~~as ~~offered~~described byin more detail in this prospectus. ~~The~~See ~~Placement~~“Plan ~~Agent~~of Distribution” isbeginning ~~not~~on ~~purchasing~~page or20 ~~selling~~of ~~any~~this ofprospectus for more information about how the ~~securities~~Selling weStockholders ~~are~~may ~~offering,~~sell ~~and~~their ~~the~~respective ~~Placement~~shares ~~Agent~~of isCommon ~~not~~Stock. ~~required~~The toSelling ~~arrange~~Stockholders ~~the~~may ~~purchase~~be ordeemed ~~sale~~“underwriters” ofwithin ~~any~~the ~~specific~~meaning ~~number~~of Section or2(a)(11) ~~dollar~~of ~~amount~~the Securities Act of ~~securities~~1933, as amended.

~~The~~We ~~securities~~have ~~will~~agreed bepursuant ~~offered~~to atthe aPurchase ~~fixed price~~Agreement ~~and~~to ~~are~~bear ~~expected~~all toof bethe ~~issued~~expenses in aconnection ~~single~~with ~~closing.~~the ~~The~~registration ~~offering~~of ~~will terminate on [·], 2024, unless (i)~~ the ~~closing~~Common ~~occurs~~Warrant ~~prior~~Shares ~~thereto~~pursuant ~~or (ii) we decide~~ to ~~terminate~~this ~~the~~prospectus ~~offering~~and ~~prior thereto (which~~ we ~~may~~will doalso atbear ~~any~~all ~~time~~of ~~in our discretion). Investors purchasing securities offered hereby will have~~ the ~~option~~expenses toin ~~execute~~connection ~~a securities purchase agreement~~ with ~~us. We expect that~~ the ~~closing~~registration of the ~~offering~~Placement ~~will~~Agent ~~occur~~Warrant ~~one trading day after we price the securities offered hereby~~Shares. ~~When~~The weSelling ~~price the~~Stockholders ~~securities, we~~ will ~~simultaneously enter into securities purchase agreements relating to the offering with those investors who so~~pay ~~choose.~~or ~~The~~assume ~~offering~~all ~~will settle delivery versus payment (“DVP”)/receipt versus payment (“RVP”). That is~~commissions, ~~on the closing date~~discounts, wefees ~~will issue the shares~~ of ~~Common~~underwriters, ~~Stock~~agents, ~~directly~~selling tobrokers ~~the~~or ~~account(s) at~~dealer ~~the~~managers ~~Placement~~and ~~Agent~~similar ~~identified by each purchaser; upon receipt of such shares~~expenses, ~~the~~if ~~Placement Agent shall promptly electronically deliver such shares to the applicable purchaser~~any, ~~and payment~~attributable ~~therefor~~to ~~shall~~their berespective ~~made~~sales byof the ~~Placement~~Warrant ~~Agent (or its clearing firm) by wire transfer to us~~Shares.

~~Since~~Our weCommon ~~will~~Stock ~~deliver~~is ~~the~~listed ~~securities~~on tothe beNYSE ~~issued in this offering upon our receipt of investor funds~~American, ~~we and~~ LLC (the ~~Placement~~“NYSE ~~Agent~~American”) ~~have~~under ~~not~~the ~~made~~symbol ~~any arrangements to place investor funds in an escrow account or trust account~~“TOON”. ~~Because~~On ~~this~~November is17, ~~a best-efforts offering~~2025, the ~~Placement~~last ~~Agent~~reported ~~does~~sale ~~not~~price ~~have~~of anour ~~obligation to purchase~~Common ~~any~~Stock ~~securities,~~on ~~and,~~the asNYSE aAmerican ~~result,~~was ~~there~~$0.631 isper ~~a possibility that we may not be able to sell the securities~~share. There is no ~~minimum~~established ~~offering requirement~~public astrading amarket ~~condition~~for ofany ~~closing~~ of ~~this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of~~ the ~~securities~~Warrants ~~offered hereby, which may significantly reduce the amount of proceeds received by us,~~ and ~~investors in this offering will not receive a refund in the event that~~ we do not ~~sell an amount of securities sufficient to~~expect ~~pursue our business goals described in this prospectus. In addition, because there is no escrow account and no minimum offering amount, investors could be in~~ a ~~position~~market ~~where they have invested in our company, but we are unable~~ to ~~fulfill all of our contemplated objectives due to a lack of interest in this offering~~develop. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled “Risk Factors” for more information.

~~Our~~Investing ~~Common~~in ~~Stock is listed on the NYSE American under the symbol “TOON.” On September [●], 2024, the last reported sale price of~~ our ~~Common~~securities ~~Stock~~involves ~~on the NYSE American was $[●] per share~~risks. ~~The actual public offering price per share of Common Stock and per Pre-Funded Warrant, will be determined between~~You ~~us,~~should ~~the~~review ~~Placement~~carefully ~~Agent and~~ the ~~investors~~risks ~~in this offering at the time of pricing,~~ and ~~may~~uncertainties bedescribed atunder ~~a discount to~~ the ~~current~~heading ~~market~~“Risk ~~price for~~Factors” ~~the~~contained ~~Common~~in ~~Stock. Therefore, the recent market price used throughout~~ this ~~preliminary~~ prospectus ~~as an assumed offering price per share of Common Stock may not be indicative of the final offering price. There is no established public trading market for the Pre-Funded Warrants~~, ~~and we do not expect such a market to develop. Without an active trading market, the liquidity of the Pre-Funded Warrants will~~ beas ~~limited.~~described Inbeginning ~~addition, we do not intend to list the Pre-Funded Warrants~~ on ~~NYSE~~page ~~American,~~7 ~~any~~of ~~other~~this ~~national securities exchange or any other trading system~~prospectus.

~~Investing~~Neither inthe ~~our~~Securities ~~securities~~and ~~involves~~Exchange ~~risks.~~Commission ~~You~~nor ~~should~~any ~~review~~state ~~carefully~~securities ~~the~~commission ~~risks~~has ~~and~~approved ~~uncertainties~~or ~~described~~disapproved ~~under~~of ~~the~~these ~~heading~~securities ~~“Risk~~or ~~Factors” contained~~passed inupon ~~this~~the ~~prospectus~~adequacy ~~and~~or ~~under~~accuracy ~~similar~~of ~~headings~~this inprospectus. Any representation to the ~~other~~contrary ~~documents~~is ~~that~~a ~~are~~criminal ~~incorporated~~offense. byThe ~~reference~~securities ~~into~~are ~~this~~not ~~prospectus, as~~being ~~described~~offered ~~beginning~~in onany ~~page~~jurisdiction 7where ofthe ~~this~~offer ~~prospectus~~is not permitted.

~~Neither~~The ~~the~~date ~~Securities and Exchange Commission nor any state securities commission has approved or disapproved~~ of ~~the securities to be issued under~~ this prospectus ~~or determined if this prospectus~~ is ~~truthful or complete. Any representation to the contrary is a criminal offense.~~ , 2025

Per Share of Common Stock

Per Pre-Funded Warrant

Total

Public offering price

Placement agent fees(1)

Proceeds to us, before expenses(2)

(1)	Represents a cash fee equal to 7% of the aggregate purchase price paid by investors in this offering. See “Plan of Distribution” for additional disclosure regarding compensation payable to the Placement Agent.
(2)	Does not include proceeds from the exercise of the Pre-Funded Warrants in cash, if any.

Delivery of the Common Stock and any Pre-Funded Warrants to the purchasers is expected to be made on or about , 2024.

Roth Capital Partners

The date of this prospectus is , 2024

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	12
PROSPECTUS SUMMARY	34
THE OFFERING	56
RISK FACTORS	7
DESCRIPTION OF REGISTERED DIRECT OFFERING AND CONCURRENT PRIVATE PLACEMENT	8
USE OF PROCEEDS	11
DIVIDEND POLICY	1211
CAPITALIZATION	13
DILUTION	12
DILUTION	15
DESCRIPTION OF OUR CAPITAL STOCK	13
DESCRIPTION OF OUR CAPITAL STOCK	17
SELLING STOCKHOLDERS	17
DESCRIPTION OF SECURITIES WE ARE OFFERING	22
PLAN OF DISTRIBUTION	20
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	24
LEGAL MATTERS	22
PLAN OF DISTRIBUTION	30
EXPERTS	22
LEGAL MATTERS	33
WHERE YOU CAN FIND ADDITIONAL INFORMATION	22
EXPERTS	33
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	23
WHERE YOU CAN FIND ADDITIONAL INFORMATION	33
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	34

ABOUT THIS PROSPECTUS

You should rely only on the information that we ~~have~~ have provided or incorporated by reference in this prospectus. WeNeither ~~have~~we ~~not~~nor the Selling Stockholders have authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date on the cover of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

WeThis ~~urge~~prospectus ~~you~~and tothe ~~carefully~~documents ~~read~~incorporated by reference into this prospectus include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally ~~together~~indicate ~~with~~that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. ~~incorporated~~Although ~~herein~~we bybelieve ~~reference~~these third-party sources are reliable as ~~described~~of ~~under~~their respective dates, neither we nor the ~~heading~~Selling ~~“Where~~Stockholders ~~You~~have ~~Can~~independently ~~Find~~verified ~~Additional~~the ~~Information~~accuracy or completeness of this information.”

InThe Selling Stockholders are offering the shares of Common Stock only in jurisdictions where such issuances are permitted. The distribution of this prospectus, ~~unless~~and ~~otherwise~~the ~~specified or~~issuance of the ~~context~~shares of ~~requires~~Common ~~otherwise,~~Stock wein ~~use~~certain jurisdictions may be restricted by law. Persons outside the ~~terms~~United ~~“Company~~States who come into possession of this prospectus must inform themselves about,” ~~“we~~and observe any restrictions relating to,” ~~“us”~~the issuance of the shares and ~~“our”~~the ordistribution of ~~similar~~this ~~references~~prospectus tooutside ~~refer~~the toUnited ~~Kartoon~~States. ~~Studios~~This prospectus does not constitute, ~~Inc.~~ and may not be used in connection with, an offer to sell, or a ~~Nevada~~solicitation ~~corporation~~of an offer to buy, ~~together~~the ~~with~~shares ~~its~~of ~~consolidated~~Common ~~subsidiaries~~Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

~~SPECIAL~~This ~~NOTE~~prospectus ~~REGARDING~~contains ~~FORWARD-LOOKING~~summaries ~~STATEMENTS~~of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the sections entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information By Reference.”

~~This~~Except ~~prospectus~~as ~~and~~otherwise ~~the~~indicated ~~documents~~herein ~~incorporated by reference into this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,~~ or ~~the Securities Act, and Section 21E of the Securities Exchange Act of 1934,~~ as ~~amended, or~~ the ~~Exchange Act, that~~context ~~relate~~otherwise ~~to future events or our future financial performance and involve known and unknown risks~~requires, ~~uncertainties~~references ~~and~~in ~~other~~this ~~factors~~prospectus ~~that may cause our actual results, levels of activity, performance or achievements~~ to ~~differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to,~~ “~~anticipate,” “aim,”~~Kartoon ~~“believe~~Studios,” “~~contemplate,”~~the ~~“continue~~Company,” “~~could~~we,” “~~design~~us,” “~~estimate,~~our” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “poise,” “project,” “potential,” “suggest,” “should,” “strategy,” “target,” “will,” “would,” and similar ~~expressions~~references orrefer ~~phrases, or the negative of those expressions or phrases, are intended~~ to ~~identify~~Kartoon ~~forward-looking statements~~Studios, ~~although not all forward-looking statements contain these identifying words~~Inc., ~~Although~~an weentity ~~believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and~~ incorporated by ~~reference~~under ~~into this prospectus, we caution you that these statements are based on our projections of~~ the ~~future~~laws ~~that are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level~~ of ~~activity, performance or achievements expressed or implied by these forward-looking statements, to differ. The section in this prospectus entitled “Risk Factors” and~~ the ~~sections~~State in our periodic reports, including the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2024 entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 15, 2024, the Quarterly Report for the quarter ended June 30, 2024 filed with the SEC on August 14, 2024, as well as other sections in this prospectus and the documents or reports incorporated by reference into this prospectus, discuss some of the factors that could contribute to these differencesNevada.

Please consider our forward-looking statements in light of those risks as you read this prospectus and the documents incorporated by reference into this prospectus. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should not assume that the information contained in this prospectus is accurate as of any date other than as of the date of this prospectus, or that any information incorporated by reference into this prospectus is accurate as of any date other than the date of the document so incorporated by reference. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.

IfSPECIAL ~~one~~NOTE orREGARDING more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. All subsequent written and oral forwardFORWARD-~~looking~~LOOKING statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this Note. Before purchasing any securities, you should consider carefully all of the factors set forth or referred to in this prospectus and the documents incorporated by reference that could cause actual results to differ.STATEMENTS

WeThis ~~may~~prospectus ~~not~~and ~~actually achieve~~ the ~~plans,~~documents ~~intentions~~incorporated by orreference ~~expectations~~into ~~disclosed~~this inprospectus ~~our~~contain “forward-looking statements,” ~~and~~within ~~you~~the ~~should~~meaning ~~not~~of ~~place~~Section ~~undue~~27A ~~reliance~~of onthe ~~our~~Securities ~~forward-looking statements.~~Act ~~Forward-looking~~of ~~statements~~1933, ~~should~~as beamended, ~~regarded~~and ~~solely~~Section as21E ~~our~~of ~~current~~the ~~plans,~~Securities ~~estimates~~Exchange ~~and~~Act ~~beliefs.~~of We1934, ~~have~~as ~~included~~amended, ~~important~~that ~~factors~~relate ~~in the~~to ~~cautionary~~future ~~statements~~events ~~included~~or inour ~~this~~future ~~document,~~financial performance ~~particularly~~and ininvolve ~~the~~known ~~section~~and ~~entitled~~unknown ~~“Risk~~risks, ~~Factors”~~uncertainties ofand ~~this~~other ~~prospectus~~ factors that wemay ~~believe could~~ cause our actual results, levels of activity, performance or ~~events~~achievements to differ materially from ~~the~~any ~~forward-looking~~future ~~statements~~results, ~~that~~levels weof ~~make. Moreover~~activity, we ~~operate~~performance inor aachievements ~~very~~expressed ~~competitive~~or implied ~~and~~by ~~rapidly~~these ~~changing~~forward-looking ~~environment~~statements. ~~New~~Such ~~risks~~forward-looking ~~emerge~~statements ~~from~~concern ~~time~~our toanticipated ~~time.~~results Itand isprogress ~~not~~of ~~possible for~~ our ~~management~~operations toin ~~predict~~future ~~all risks~~periods, ~~nor~~planned ~~can~~exploration weand, ~~assess~~if ~~the~~warranted, ~~impact~~development of ~~all~~our ~~factors~~properties, onplans related to our business orand other matters that may occur in the ~~extent~~future. These statements relate to ~~which~~analyses ~~any~~and ~~factor,~~other orinformation ~~combination~~that are based on forecasts of ~~factors~~ future results, estimates ~~may~~of ~~cause~~amounts ~~actual~~not ~~results~~yet todeterminable ~~differ~~and ~~materially~~assumptions ~~from~~of ~~those~~management. All statements contained herein that are not clearly historical in ~~any~~nature are forward-looking, ~~statements~~and wethe ~~may~~words ~~make.~~“anticipate,” ~~Given~~“believe,” ~~these~~“expect,” “estimate,” ~~risks~~“may,” ~~and~~“will,” ~~uncertainties~~“could,” ~~readers~~“leading,” ~~are~~“intend,” ~~cautioned~~“contemplate,” ~~not~~“shall” and tosimilar ~~place~~expressions ~~undue~~are ~~reliance~~generally onintended ~~such~~to identify forward-looking statements. ~~All forward~~Forward-looking statements are ~~qualified~~subject into ~~their~~a ~~entirety~~variety of byknown ~~this~~and ~~cautionary~~unknown ~~statement.~~risks, ~~Our~~uncertainties ~~forward-looking~~and ~~statements~~other dofactors ~~not~~which ~~reflect~~could ~~the~~cause ~~potential~~actual ~~impact~~events ofor ~~any future~~results ~~acquisitions,~~to ~~mergers,~~differ ~~dispositions,~~from ~~joint~~those ~~ventures~~ expressed or ~~investments~~implied weby ~~may~~the ~~make~~forward-looking statements. ~~You~~The ~~should~~section ~~read~~in this prospectus entitled “Risk Factors” and the ~~documents~~sections ~~that~~in weour ~~have~~periodic ~~filed~~reports, asincluding ~~exhibits~~the tosection ~~this~~in ~~prospectus~~our ~~and~~most ~~incorporated~~recent byAnnual ~~reference~~Report ~~herein~~on ~~completely~~Form ~~and~~10-K ~~with~~entitled “Business,” and the ~~understanding~~section ~~that~~in ~~our actual~~such Form 10-K and any future ~~results~~Quarterly ~~may~~Report beon ~~materially~~Form ~~different~~10-Qs ~~from~~incorporated ~~the~~herein ~~plans,~~by ~~intentions~~reference entitled “Management’s Discussion and ~~expectations~~Analysis ~~disclosed~~of inFinancial ~~the~~Condition ~~forward-looking~~and ~~statements we~~Results ~~make.~~of ~~The~~Operations,” ~~forward-looking~~as ~~statements~~well ~~contained~~as other sections in this prospectus ~~are~~and the ~~made~~documents asor ofreports ~~the~~incorporated ~~date~~by ofreference into this prospectus, ~~and~~discuss wesome doof ~~not~~the ~~assume~~factors ~~any obligation~~that tocould ~~update~~contribute ~~any~~to ~~forward~~these differences. Forward-looking statements, ~~whether~~in asthis aprospectus ~~result~~and ofthe ~~new~~documents ~~information,~~incorporated ~~future~~by ~~events~~reference orherein ~~otherwise~~and therein include, ~~except~~but asare ~~required~~not limited byto, ~~applicable~~statements ~~law.~~with respect to:

our ability to generate revenue or achieve profitability;

our ability to obtain additional financing on acceptable terms, if at all;

fluctuations in the results of our operations from period to period;

general economic and financial conditions; the adverse effects of public health epidemics, including the recent coronavirus outbreak, on our business, results of operations and financial condition;

our ability to anticipate changes in popular culture, media and movies, fashion and technology;

competitive pressure from other distributors of content and within the retail market;

our reliance on and relationships with third-party production and animation studios;

our ability to market and advertise our products;

our reliance on third-parties to promote our products;

our ability to keep pace with technological advances;

performance of our information technology and storage systems;

a disruption or breach of our internal computer systems;

our ability to retain key personnel;

our ability to successfully identify appropriate acquisition targets, successfully acquire identified targets and successfully integrate the business of acquired companies;

the impact of federal, state or local regulations on us or our vendors and licensees;

our ability to protect and defend against litigation, including intellectual property claims;

the volatility of our stock price;

the marketability of our stock;

our broad discretion to invest or spend the proceeds of our financings in ways with which our stockholders may not agree and may have limited ability to influence; and;

other risks and uncertainties set forth herein and in the documents incorporated by reference herein under the heading “Risk Factors.”

Any or all of our forward-looking statements in this prospectus may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially from those set forth in forward-looking statements. The uncertainties that may cause differences include, but are not limited to: our need for additional funds to finance our operations; our history of losses; anticipated continuing losses and uncertainty of future financing; market acceptance of our services; the sufficiency of our existing capital resources; competition from other companies; the risk of technological obsolescence; uncertainties related to our ability to obtain intellectual property protection for our technology; and dependence on officers, directors and other individuals.

We will not update forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. You are advised to consult any further disclosures we make in our reports to the SEC, including our reports on Forms 10-K, 10-Q and 8-K. Our filings list various important factors that could cause actual results to differ materially from expected results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

PROSPECTUS SUMMARY

This summary contains basic information ~~about~~ about us and this offering. ~~Because~~This itsummary ishighlights aselected ~~summary~~information contained elsewhere in, itor ~~does~~incorporated by reference into, this prospectus. This summary is not complete and may not contain all of the information that is important to you and that you should consider before deciding whether or not to invest in our securities. ~~Before~~For ~~you~~a ~~decide~~more tocomplete ~~invest~~understanding inof our ~~securities~~Company and this offering, you should carefully read this ~~entire~~ prospectus, ~~carefully~~including ~~and~~any ~~the~~information ~~documents~~ incorporated by reference herein, ~~including~~in ~~the~~its ~~information~~entirety. ~~included~~Investing in our securities involves risks that are described in this prospectus under the heading ~~titled~~ “Risk Factors,” under the headings “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, in our Quarterly Reports on Form 10-Q and in our other filings with the SEC.

~~The~~Our Company

Overview

Kartoon Studios, Inc. (formerly known as Genius Brands International, Inc.) (the “Company” or “we,” “us” or “our”) is a global content and brand management company that creates, produces, licenses, and broadcasts ~~timeless and~~ educational, multimedia animated content for children. Led by experienced industry personnel, we distribute our content primarily on streaming platforms and television , and license ~~our~~ properties for a broad range of consumer products based on our characters. We are a “work for hire” producer for many of the streaming outlets and animated content intellectual property (“IP”) holders. In the children’s media sector, our portfolio features “content with a purpose” for toddlers to tweens, providing enrichment as well as entertainment. With the exception of selected WOW Unlimited Media Inc. (“Wow”) titles, our programs, along with licensed programs, are being broadcast in the United States on our wholly-owned advertisement supported video on demand (“AVOD”) service, our ~~its~~ free ad supported TV (“FAST”) channels and subscription video on demand (“SVOD”) outlets, Kartoon Channel! and Ameba TV ~~(as defined below)~~, 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, ~~and~~YouTube ~~Youtube~~ Kids, and ~~via KartoonChannel.com, as well as~~ Samsung and LG smart TVs. Our in-house owned and produced animated shows include Stan Lee’s Superhero Kindergarten starring Arnold Schwarzenegger, Llama Llama starring Jennifer Garner, Rainbow Rangers, KC! Pop Quiz and Shaq’s Garage starring Shaquille O’Neal. Our library titles include the award-winning Baby Genius, adventure comedy Thomas Edison’s Secret Lab®, and Warren Buffett’s Secret Millionaires Club, created with and starring iconic investor Warren Buffett, Team Zenko Go!, Reboot, Bee & PuppyCat: Lazy in Space and Castlevania.

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

Through our investments in Germany’s Your Family Entertainment AG (“YFE”), a publicly traded company on the Frankfurt Stock Exchange (RTV-Frankfurt), we have gained access to ~~one~~a ofleading ~~the~~producer ~~largest~~and ~~animation~~distributor ~~catalogues~~of inhigh-quality ~~Europe~~children’s ~~with~~and ~~over~~family 50programming. ~~titles~~YFE ~~consisting~~owns ofand ~~over~~operates ~~1,600~~one ~~episodes,~~of ~~and~~Europe’s largest achannel-independent ~~global~~libraries ~~distribution network~~of ~~which~~around ~~currently~~150 ~~covers~~titles ~~over~~and 603,500 ~~territories~~half-hour ~~worldwide~~episodes.

Through the ownership of ~~Wow~~WOW, we established an affiliate relationship with Mainframe Studios, which is one of the largest animation producers in the world. In addition, Wow owns Frederator Networks Inc. (“Frederator”) and its Channel Frederator Network ~~(together with Kartoon Channel! and Ameba TV (the “TOON Media Networks”)~~, the largest animation focused ~~multi-channel~~ 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, ~~including~~Frederator Studios has partnered with Cartoon Network, Nickelodeon, Nick Jr., Netflix, Sony Pictures Animation and Amazon.

We have rights to acertain select ~~amount~~ of valuable IP, through ~~including~~our ~~among~~ownership ~~them~~of a controlling interest in Stan Lee Universe, LLC (“SLU”), ~~through~~an ~~which~~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”).

We also own The Beacon Media Group, LLC ~~(“Beacon Media Group”)~~ and The Beacon Communications Group, Ltd. (~~“Beacon Communications~~collectively,” ~~together with Beacon Media Group,~~ “Beacon”), a leading North American ~~marketing~~media and ~~media~~marketing agency, ~~and~~celebrated for its ~~first-class~~innovative, ~~media~~tailored ~~research~~strategies and unmatched expertise in reaching kids, ~~planning~~parents, and ~~buying division~~families with precision and impact. Beacon represents over 3020 ~~major~~kids ~~toy~~and ~~companies~~family clients, including ~~Playmobil,~~ Bandai Namco, ~~Bazooka~~Moose ~~Candy~~Toys, Bazooka Brands, ~~and~~Goliath ~~Moose~~Games, Playmates Toys, Cepia LLC, and Zebra Pens.

In addition, we own the Canadian company Ameba Inc. (“Ameba”), which ~~distributes~~operates ~~SVOD~~a premier subscription-based streaming service ~~for~~specializing ~~kids~~in ~~(“Ameba~~younger ~~TV”)~~children’s ~~and~~entertainment. As ~~has~~a ~~become~~cornerstone ~~the~~of ~~focal~~our ~~point~~subscription offerings, Ameba delivers a vast library of ~~revenue~~engaging ~~growth~~and educational content, accessible across multiple ~~for~~platforms. We believe that Ameba significantly enhances our ~~TOON~~digital ~~Media~~footprint ~~Networks’~~and ~~subscription~~revenue ~~offering~~streams.

WeOn ~~and~~June 23, 2023, we changed our ~~affiliates~~name ~~provide~~from ~~world~~Genius ~~class~~Brands ~~animation~~International, ~~production~~Inc. ~~studios~~to aKartoon ~~catalogue~~Studios, ~~representing~~Inc. ~~thousands~~through ofour ~~hours~~merger ofwith ~~premium~~and ~~global~~into ~~content~~our ~~for~~wholly ~~children,~~owned asubsidiary. ~~broadcast~~On June 26, 2023, ~~system~~we ~~for~~transferred ~~delivering~~the ~~that~~listing ~~content~~of ~~and~~our ancommon ~~in-house~~stock ~~consumer~~from ~~products~~the ~~licensing~~Nasdaq ~~infrastructure~~Capital Market to ~~fully~~the ~~exploit~~NYSE American. Our common stock began trading on NYSE American under the ~~content~~new symbol “TOON” on June 26, 2023.

On June 23, 2023, we were renamed Kartoon Studios, Inc. On June 26, 2023, we transferred our listing to NYSE American LLC (“NYSE American”). In connection with listing on NYSE American, we voluntarily delisted from the Nasdaq Capital Market (“Nasdaq”). Our common stock began trading on NYSE American under the new symbol “TOON” on June 26, 2023.

Historically, we have incurred net losses. For the years ended December 31, 2023 and 2022, we reported net losses of $77.2 million and $44.5 million, respectively and for the six months ended June 30, 2024 and 2023, we reported net losses of $13.0 million and $37.2 million, respectively. We reported net cash used in operating activities of $16.1 million and $25.9 million for the years ended December 31, 2023 and 2022, respectively and $2.7 million and $10.6 million for the six months ended June 30, 2024 and 203, respectively. As of June 30, 2024, we had an accumulated deficit of $731.5 and total stockholders’ equity of $44.4 million. As of June 30, 2024, we had current assets of $38.8 million, including cash of $2.7 million and marketable securities of $6.5 million, and current liabilities of $33.6 million. We had working capital of $5.2 million as of June 30, 2024, compared to working capital of $11.5 million as of December 31, 2023. Management has evaluated the significance of these conditions in relation to the Company’s ability to meet its obligations and noted the Company has sufficient marketable securities and investments to fund operations for the next 12 months. In addition, the Company has the ability to reduce operating costs and use equity and equity-linked instruments to pay for services and compensation.

Company Information

We were incorporated in California on January 3, 2006 and reincorporated in Nevada in October 2011. We commenced operations in January 2006, assuming all of the rights and obligations of our then Chief Executive Officer, under an Asset Purchase Agreement between us and Genius Products, Inc., in which we obtained all rights, copyrights, and trademarks to the brands “Baby Genius,” “Kid Genius,” “123 Favorite Music” and “Wee Worship,” and all then existing productions under those titles. In October 2011, we (i) changed our domicile to Nevada from California, and (ii) changed our name to Genius Brands International, Inc. from Pacific Entertainment Corporation (the “Reincorporation”). In connection with the Reincorporation, we changed our trading symbol from “PENT” to “GNUS.” In June 2023, we changed our name to Kartoon Studios, Inc. from Genius Brands International, Inc. along with our trading symbol “GNUS” to “TOON.”

Our principal executive offices are located at 190 N Canon Drive, 4th Floor, Beverly Hills, California 90210. Our telephone number is 310-273-4222. We maintain an Internet website at www.kartoonstudios.com. The information contained on, connected to or that can be accessed via our website is not part of this prospectus.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in the ~~Securities~~ Exchange Act ~~of 1934~~, asand ~~amended~~have ~~(the~~elected ~~“Exchange~~to ~~Act”). As a result, we may~~ take advantage of certain ~~reduced~~of ~~disclosure~~the ~~obligations~~scaled disclosures available to smaller reporting companies,. ~~including~~To the ~~exemption~~extent ~~from~~that ~~compliance with~~we ~~the~~continue ~~auditor~~to ~~attestation~~qualify ~~requirements~~as ~~pursuant~~a to“smaller ~~the~~reporting ~~Sarbanes~~company” as such term is defined in Rule 12b-~~Oxley~~2 under the Exchange Act we may take advantage of ~~2022,~~specified reduced ~~disclosure~~reporting ~~about~~requirements ~~our~~and ~~executive~~other ~~compensation arrangements~~burdens ~~and~~that ~~the~~are ~~requirements~~otherwise applicable generally to ~~provide~~other ~~only~~public ~~two~~companies ~~years~~including ofexemption ~~audited~~from ~~financial~~compliance ~~statements~~with inthe ~~our~~auditor ~~annual~~attestation ~~reports~~requirements pursuant to SOX and reduced ~~registration~~disclosure ~~statements~~about our executive compensation arrangements. We will continue to be a “smaller reporting company” asuntil we ~~long~~have as$250 ~~(1) we~~million ~~have~~or amore in public float (~~i.e.,~~based ~~the~~on ~~market value of~~ our common stock ~~held by non-affiliates~~) ~~less~~measured ~~than $250 million calculated~~ as of the last business day of our most recently completed second fiscal quarter, or, ~~(2) our~~in ~~annual~~the ~~revenues~~event ~~are~~we ~~less~~have ~~than~~no ~~$100~~public ~~million~~float ~~for~~(based on our ~~previous~~common ~~fiscal~~stock) ~~year~~or ~~and~~a ~~we have either no~~ public float or(based aon ~~public~~our ~~float~~common ofstock) that is less than $700 million, asannual ofrevenues ~~the end~~ of ~~that~~$100 ~~fiscal~~million ~~year’s~~or ~~second~~more ~~fiscal~~during ~~quarter.~~the ~~Decreased~~most ~~disclosures in~~recently ~~our~~completed ~~SEC~~fiscal ~~filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects~~year.

THE OFFERING

Securities offered by us:	Up to [●] shares of Common Stock, or up to [●] Pre-Funded Warrants to purchase shares of Common Stock on a reasonable “best efforts” basis. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. For more information regarding the Pre-Funded Warrants, you should carefully read the section titled “Description of Securities to be Registered” in this prospectus.
Pre-Funded Warrants offered by us in this offering	We are also offering to each purchaser whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants (each Pre-Funded Warrant to purchase one share of our Common Stock) in lieu of shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Common Stock (or, at the election of the purchaser, 9.99%). The purchase price of each Pre-Funded Warrant will equal the price at which one share of Common Stock are being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. This prospectus also covers the shares of Common Stock issuable from time to time upon the exercise of the Pre-Funded Warrants.
Reasonable Best Efforts Offering	We have agreed to issue and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” beginning on page 29 of this prospectus.
Common Stock outstanding before this offering	39,555,161 shares
Common Stock to be outstanding after this offering	[●] shares (assuming all of the securities we are offering under this prospectus are sold, and assuming no sale of Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis).
Use of proceeds	Assuming all of the securities we are offering under this prospectus are sold at an assumed public offering price of $[●] per share of Common Stock, we estimate that we will receive approximately $[●] million in net proceeds from this offering, after deducting the estimated placement agent fees and estimated offering expenses. However, this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, and we may not sell all or any of the securities offered pursuant to this prospectus; as a result, we may receive significantly less in net proceeds. We currently intend to use the net proceeds from this offering primarily for working capital and general corporate purposes, including for research and development. We may also use a portion of the net proceeds to invest in or acquire other products, businesses or technologies, although we have no commitments or agreements with respect to any such investments or acquisitions as of the date of this prospectus. See “Use of Proceeds” for additional information.

Lock-Up	Our directors and officers have agreed with the Placement Agent, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of the Common Stock or securities convertible into or exercisable or exchangeable for the Common Stock for a period of 90 days after the completion of this offering. See “Plan of Distribution” for more information.
Risk Factors	You should carefully read and consider the information set forth under “Risk Factors,” together with all of the other information set forth in this prospectus, before deciding to invest in shares of the Common Stock.
NYSE American symbol	Our Common Stock is listed on the NYSE American under the symbol “TOON.”
Placement Agent Warrants	We have agreed to issue to the Placement Agent warrants to purchase up to [●] shares of Common Stock as part of the compensation payable to the Placement Agent in connection with this offering (the “Placement Agent Warrants”), which number of shares is equal to seven percent (7%) of the number of shares of Common Stock and Pre-Funded Warrants sold in the offering. See “Plan of Distribution.” This prospectus also covers the shares of Common Stock issuable upon exercise of the Placement Agent Warrants.

THE OFFERING

~~Except~~This asprospectus ~~otherwise~~relates ~~indicated,~~to the ~~number~~resale ~~of shares~~or ofother ~~Common~~disposition from ~~Stock~~time to betime ~~outstanding~~by ~~immediately~~the ~~after~~Selling ~~this~~Stockholders ~~offering~~identified isof ~~based~~up onto 3910,~~555~~596,~~161~~262 shares of our Common Stock. ~~outstanding as~~None of ~~September~~the ~~27,~~shares ~~2024~~registered hereby ~~and~~are ~~excludes:~~being offered for sale by us.

· 983,973 shares of Common Stock issuable upon vesting of restricted stock units outstanding; · 953,640 shares of Common Stock issuable upon exercise of outstanding options, at a weighted average exercise price of $12.77 per share; and · 6,926,952 shares of Common Stock issuable upon exercise of outstanding warrants, at a weighted average exercise price of $6.98 per share; · 1,781,140 shares of Common Stock reserved for future issuance under our 2020 Incentive Plan; and · Up to 3,000,000 shares of Common Stock and/or pre-funded warrants that we are obligated to sell to the investor in the April 18, 2024 offering, at the sole option of the investor to make such purchase, until October 15, 2024 at a price of $1.00 per share of Common Stock and $0.99 per pre-funded warrant.

Shares of Common Stock offered by the Selling Stockholders		10,596,262 shares of Common Stock, consisting of: (i) 9,903,049 Common Warrant Shares issuable upon the exercise of the Common Warrants; and (ii) 693,213 Placement Warrant Shares issuable upon the exercise of the Placement Agent Warrants.

Common stock to be outstanding after this offering		64,501,959 shares of Common Stock, assuming the exercise of all of the Common Warrants and the Placement Agent Warrants.

Registration Rights		Under the terms of the Purchase Agreement, we agreed to file this Resale Registration Statement with respect to the registration of the resale by the Investor of the Common Warrant Shares by the 30^th calendar day following the date of the Purchase Agreement. In addition, we agreed to use commercially reasonable efforts to cause this Resale Registration Statement to become effective within 90 days following the Closing Date and to keep such this registration effective at all times until the Investor no longer owns any of the Common Warrants and Common Warrant Shares.

Use of Proceeds		The Selling Stockholders will receive all of the proceeds of the sale of shares of Warrant Shares offered from time to time pursuant to this prospectus. Accordingly, we will not receive any proceeds from the sale of the Warrant Shares that may be sold from time to time pursuant to this prospectus; however, we will receive proceeds from any cash exercise of the Warrants. See “Use of Proceeds.” We intend to use the proceeds from any cash exercise of the Warrants for working capital and general corporate purposes.
Plan of Distribution		The Selling Stockholders named in this prospectus, or their pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest, may offer or sell the shares of Common Stock offered hereby from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may also resell the shares of Common Stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. See “Selling Stockholders” beginning on page 17 of this prospectus for more information about the Selling Stockholders.

Risk Factors		See “Risk Factors” beginning on page 7 of this prospectus and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.
NYSE American Trading Symbol		Our Common Stock is listed on the NYSE American under the symbol “TOON.”

~~Unless~~Except as otherwise indicated, ~~all information~~the innumber ~~this~~of ~~prospectus~~shares ~~assumes~~of noCommon ~~exercise~~Stock ofto be ~~the~~ outstanding ~~options~~immediately orafter ~~warrants~~this ~~described~~offering ~~above~~is based on 53,905,697 noshares ~~sale~~of Common Stock outstanding as of ~~any Pre-Funded Warrants in~~November ~~this~~14, ~~offering~~2025 and noexcludes, as ~~exercise~~ of ~~the~~such ~~Placement~~date, ~~Agent~~the ~~Warrants.~~following:

973,980 shares of Common Stock issuable upon the exercise of stock options outstanding under our 2020 Incentive Plan, at a weighted-average exercise price of $11.56 per share;

965,604 shares of Common Stock issuable upon vesting of restricted stock units outstanding;

9,399,528 shares of Common Stock reserved for future issuance under our 2020 Incentive Plan;

41,622,504 shares of Common Stock issuable upon the exercise of outstanding warrants, at a weighted-average exercise price of $1.52 per share; and

RISK FACTORS

Our ~~business,~~Annual ~~results~~Report ofon ~~operations~~Form ~~and~~10-K ~~financial condition~~for ~~and~~ the ~~industry~~year inended ~~which~~December we31, ~~operate~~2024, which ~~are~~is ~~subject~~incorporated toby ~~various~~reference ~~risks.~~into ~~Accordingly~~this prospectus, ~~investing~~our insubsequent ~~our~~Quarterly ~~securities~~Reports ~~involves~~on aForm ~~high~~10-Q as well as our other filings with ~~degree~~the ofSEC, include material risk factors relating to our business. ~~This~~Those ~~prospectus~~risks ~~does~~and ~~not~~uncertainties ~~describe~~and ~~all~~the ofrisks ~~those~~and uncertainties described below are not the only risks and uncertainties that we face. ~~You~~Additional ~~should~~risks ~~consider~~and ~~the~~uncertainties ~~risk~~that ~~factors~~are ~~described~~not inpresently ~~this~~known ~~prospectus below,~~to asus ~~well~~or that aswe ~~those~~currently ~~described~~deem ~~under~~immaterial ~~the~~or ~~caption~~that ~~“Risk~~are ~~Factors”~~not inspecific ~~the~~to ~~documents~~us, ~~incorporated~~such byas ~~reference~~general ~~herein~~economic conditions, ~~including~~may also materially and adversely affect our ~~Annual~~business ~~Report~~and onoperations. ~~Form~~If ~~10-K~~any ~~for~~of those risks and uncertainties or the ~~year~~risks ~~ended~~and ~~December~~uncertainties 31described below actually occurs, our ~~2023~~business, ~~the~~financial ~~Quarterly~~condition ~~Report~~or onresults ~~Form~~of ~~10-Q~~operations ~~for~~could ~~the~~be ~~quarter~~harmed ~~ended~~substantially. ~~March~~In 31such a case, you may lose all or part of ~~2024~~your ~~and~~investment. ~~the~~You ~~Quarterly~~should ~~Report~~carefully ~~for~~consider the ~~quarter~~risks ~~ended~~and ~~June~~uncertainties ~~30,~~described ~~2024~~below and those risks and uncertainties incorporated by reference into this prospectus, ~~together~~as ~~with~~well as the other information ~~contained~~included orin ~~incorporated~~this byprospectus, ~~reference~~before making an investment decision inwith ~~this~~respect ~~prospectus~~to our common stock.

We have described below and in the documents incorporated by reference herein the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. New risks may emerge from time to time, and it is not possible for us to predict all potential risks or to assess the likely impact of all risks. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See the section titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to this Offering

WeThe ~~have~~number ~~broad~~of ~~discretion~~Warrant Shares being registered infor ~~the~~resale ~~use~~is ofsignificant ~~the~~in ~~net~~relation ~~proceeds~~to ~~from~~the ~~this~~number ~~offering~~of ~~and~~our ~~may~~outstanding ~~not~~shares ~~use~~of ~~them~~Common ~~effectively~~Stock.

We ~~will~~ have ~~broad~~filed ~~discretion in~~a ~~the~~registration ~~application~~statement of ~~the~~which ~~net~~this prospectus ~~proceeds~~forms ~~from~~a ~~this~~part ~~offering~~to ~~and~~register ~~could~~the ~~spend~~Warrant ~~the~~Shares ~~proceeds~~offered inhereunder ~~ways~~for ~~that~~sale dointo ~~not~~the ~~improve~~public ~~our~~market ~~results~~by ofthe ~~operations~~Selling Stockholders. orThese ~~enhance~~shares ~~the~~represent ~~value~~a oflarge ~~the~~number ~~Common~~of ~~Stock.~~shares ~~Our~~of ~~failure~~our tooutstanding ~~apply~~shares ~~these~~of ~~funds~~Common ~~effectively~~Stock, ~~could~~and ~~result~~if sold in ~~financial~~the ~~losses~~market ~~that~~all ~~could~~at ~~have a~~once ~~material~~or ~~adverse~~at about ~~effect~~the onsame ~~our business~~time, ~~cause~~could depress the market price of our ~~shares of~~ Common Stock toduring ~~decline~~the ~~and~~period ~~delay~~ the ~~development~~registration ofstatement ~~our~~remains ~~product~~effective ~~candidates.~~and ~~Pending~~could ~~their~~also ~~use,~~affect weour ~~may~~ability ~~invest~~to ~~the~~raise ~~net~~equity ~~proceeds from this offering in a manner that does not produce income or that loses value~~capital.

~~This~~Resales isof aour ~~reasonable~~Common ~~best~~Stock ~~efforts~~in ~~offering, with~~the nopublic ~~minimum~~market by ~~amount~~our ofstockholders ~~securities~~as ~~required~~a toresult beof ~~sold,~~this ~~and~~offering we may ~~sell~~cause ~~fewer~~the ~~than~~market ~~all~~price of ~~the~~our ~~securities~~Common ~~offered~~Stock ~~hereby~~to fall.

~~The~~We ~~Placement~~are ~~Agent~~registering ~~has agreed to use its reasonable best efforts to solicit offers to purchase~~ the ~~securities~~Warrant ~~in this offering~~Shares. ~~The~~Sales ~~Placement Agent has no obligation to buy any~~ of ~~the securities~~substantial ~~from~~amounts usof orour toCommon ~~arrange~~Stock ~~for~~in the ~~purchase~~public ormarket, ~~sale of any specific number~~ or ~~dollar amount of~~ the ~~securities.~~perception ~~There is no required minimum number of securities~~ that ~~must~~such besales ~~sold~~might ~~as a condition to completion of this offering~~occur, ~~and~~could ~~there~~adversely ~~can~~affect ~~be no assurance that~~ the ~~offering~~market price ~~contemplated~~of ~~hereby~~our ~~will~~Common ~~ultimately be consummated~~Stock. ~~Even~~The ifissuance weof ~~sell~~new ~~securities~~shares ~~offered~~of ~~hereby,~~Common ~~because~~Stock ~~there~~could isresult noin ~~minimum~~resales ~~offering amount required as a condition to closing~~ of ~~this~~our ~~offering,~~Common ~~the~~Stock ~~actual~~by ~~offering~~our ~~amount~~current ~~is not presently determinable and may be substantially~~stockholders ~~less~~concerned ~~than~~about the ~~maximum~~potential ~~amount~~ownership ~~set~~dilution ~~forth on the cover page~~ of ~~this~~their ~~prospectus~~holdings. WeFurthermore, ~~may~~in ~~sell fewer than all of~~ the ~~securities offered hereby~~future, ~~which~~we may ~~significantly~~issue ~~reduce~~additional ~~the~~shares ~~amount~~ of ~~proceeds~~Common Stock ~~received~~or byother ~~us.~~equity ~~Thus,~~or wedebt ~~may~~securities ~~not~~exercisable ~~raise~~or ~~the~~convertible ~~amount~~into ofCommon ~~capital~~Stock. weAny ~~believe is~~such ~~required~~issuance ~~for~~could ~~our~~result ~~operations~~ in ~~the~~substantial ~~short-term and may need~~ dilution to ~~raise~~our ~~additional~~existing ~~funds,~~stockholders ~~which~~and ~~may~~could ~~not~~cause beour ~~available~~stock orprice ~~available on terms acceptable~~ to usdecline.

~~Because~~Investors ~~there~~who isbuy noshares ~~minimum~~at ~~required~~different ~~for~~times ~~the offering to close, investors in this offering~~ will ~~not~~likely ~~receive~~pay adifferent ~~refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus~~prices.

WeInvestors ~~have~~who ~~not~~purchase ~~specified~~shares ~~a minimum offering amount nor have or will we establish an escrow account~~ in ~~connection with~~ this offering. ~~Because there is no escrow account and no minimum offering~~at ~~amount,~~different ~~investors~~times ~~could~~will belikely inpay adifferent ~~position where they have invested in our company~~prices, ~~but~~and weso ~~are~~may ~~unable~~experience todifferent ~~fulfill~~levels ~~our objectives due to a lack~~ of ~~interest~~dilution inand ~~this~~different ~~offering.~~outcomes ~~Further, because there is no escrow account~~ in ~~operation~~their ~~and no minimum~~ investment ~~amount, any proceeds~~ ~~from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan~~results. ~~Investor funds will not be returned under any circumstances whether during or after the offering.~~

Our management will have broad discretion over the use of the proceeds from the exercise of the Warrants, you may not agree with how we use the proceeds, and the proceeds may not be invested successfully.

The Selling Stockholders will receive all of the proceeds of the sale of shares of Common Stock offered from time to time pursuant to this prospectus. Accordingly, we will not receive any proceeds from the sale of shares of Common Stock that may be sold from time to time pursuant to this prospectus; however, we will receive proceeds from the cash exercise of the Warrants. We intend to use the proceeds from any cash exercise of the Warrants for working capital and general corporate purposes. However, we have not designated any portion of the proceeds received from the exercise of Warrants to be used for any particular purpose. Accordingly, our management will have broad discretion as to the use of such proceeds and you will be relying on the judgment of our management with regard to the use of these proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest the proceeds received from the exercise of the Warrants in a way that does not yield a favorable, or any, return for our company. Our management’s judgment may not result in positive returns on your investment and you will not have the opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.

We do not intend to pay dividends in the foreseeable future on our Common Stock.

We have never paid cash dividends on our Common Stock. We currently intend to retain our future earnings, if any, to finance the operation and growth of our business and currently do not plan to pay any cash dividends in the foreseeable future. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if the market price of our Common Stock price appreciates.

~~Our~~description of ~~stock~~Registered ~~price~~Direct ~~may~~Offering ~~be subject to substantial volatility,~~ and ~~stockholders~~ ~~may~~Concurrent ~~lose~~Private ~~all or a substantial part of their investment.~~Placement

~~Our~~On ~~Common~~October ~~Stock~~20, ~~currently~~2025, ~~trades~~we onentered ~~NYSE~~into ~~American.~~the ~~There~~Purchase Agreement iswith ~~limited public~~the ~~float~~Investor, ~~and~~pursuant ~~trading~~to ~~volume~~which ~~historically~~we ~~has~~agreed ~~been~~to ~~low~~issue ~~and~~to ~~sporadic.~~the AsInvestor, (i) in a ~~result~~registered direct offering (the “October 2025 Registered Direct Offering” and, together with the ~~market~~October ~~price~~2025 ~~for~~Private Placement, the “October Offerings”), 3,000,000 shares of our Common Stock ~~may~~and ~~not~~pre-funded ~~necessarily be~~warrants a(“Pre-Funded ~~reliable~~Warrants”) ~~indicator~~to purchase up to 6,903,049 shares of ~~our~~Common ~~fair~~Stock ~~market~~(the “Pre-Funded ~~value.~~Warrant ~~The~~Shares”), ~~price~~and at(ii) in ~~which~~the ~~our~~October ~~Common~~2025 ~~Stock~~Private ~~trades~~Placement, ~~may~~Common ~~fluctuate~~Warrants asto apurchase ~~result~~up to an aggregate of a9,903,049 ~~number~~Common ~~of factors~~Warrant Shares, ~~including~~with ~~the~~an ~~number~~exercise price of ~~shares~~$0.738. ~~available~~The ~~for~~October ~~sale~~Offerings inclosed ~~the~~on ~~market~~October 22, ~~quarterly~~2025, ~~variations~~and inwe ~~our~~received aggregate ~~operating~~gross ~~results~~proceeds of approximately $7.3 million in connection therewith, ~~actual~~excluding orany ~~anticipated announcements~~proceeds that may be received upon the exercise of ~~new~~the ~~releases~~Common Warrants and before deducting fees payable to Dawson James and other offering expenses payable by us. orEach ~~competitors,~~share ~~the~~of ~~gain~~Common Stock orand ~~loss~~privately ofplaced ~~significant~~Common ~~customers,~~Warrant ~~changes~~was insold ~~the~~at ~~estimates~~a ofpublic ~~our~~offering ~~operating performance,~~price ~~market~~of ~~conditions~~$0.738. inEach ~~our~~Pre-Funded ~~industry~~Warrant and ~~the~~privately ~~economy~~placed Common asWarrant was sold at a ~~whole~~public offering price of $0.737.

WeThe doshares ~~not~~of ~~intend~~Common Stock, Pre-Funded Warrants and Pre-Funded Warrant Shares were offered by us pursuant to ~~pay~~a ~~dividends~~shelf registration statement on ~~the Common~~Form ~~Stock,~~S-3 so(File ~~any~~No. ~~returns~~333-276259), ~~will~~which bewas declared ~~limited~~effective toby ~~increases,~~the ifSEC ~~any~~on January 5, in2024 (the ~~Common~~“Shelf ~~Stock’s~~Registration ~~value~~Statement”). ~~Your~~The ~~ability~~Common toWarrants ~~achieve~~and athe ~~return~~Common onWarrant ~~your~~Shares ~~investment~~were ~~will~~not ~~depend~~registered onunder ~~appreciation,~~the ifSecurities ~~any,~~Act inat the ~~price~~time of issuance, and were instead offered pursuant to the ~~Common~~exemption provided ~~Stock~~in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

WePursuant ~~currently~~to ~~anticipate~~the ~~that~~terms weof ~~will~~the ~~retain~~Purchase ~~future~~Agreement, ~~earnings~~until ~~for~~January ~~the~~31, ~~development~~2026, ~~operation~~we ~~and~~agreed ~~expansion~~that ofneither ~~our~~we ~~business~~nor ~~and~~any doof ~~not~~our ~~anticipate~~subsidiaries ~~declaring~~will issue (or ~~paying~~enter into any ~~cash~~agreement ~~dividends~~to ~~for~~issue) any shares of Common Stock or Common Stock Equivalents (as defined in the ~~foreseeable~~Purchase ~~future.~~Agreement) ~~Any~~or ~~future~~file ~~determination~~any registration statement or any amendment or supplement thereto, subject to ~~declare~~certain ~~dividends~~limited ~~will~~exceptions, beincluding ~~made~~(i) the atprospectus supplement relating to the ~~discretion~~October of2025 Registered ~~our~~Direct ~~board~~Offering, of(ii) this ~~directors~~Resale Registration Statement and ~~will depend~~(iii) ~~on,~~certain ~~among~~limited ~~other~~exceptions. ~~factors~~We further agreed, ~~our~~subject to ~~financial~~limited ~~condition~~exceptions, ~~operating~~for ~~results,~~a ~~capital~~period ~~requirements~~from the date of the Purchase Agreement until October 20, ~~general~~2027, ~~business~~not ~~conditions~~to ~~and~~issue, ~~other~~enter into any agreement ~~factors~~to ~~that~~issue ~~our~~or ~~board~~announce the issuance or proposed issuance of ~~directors~~any ~~may~~shares ~~deem~~of ~~relevant.~~Common ~~Any~~Stock ~~return~~or toCommon ~~stockholders~~Stock ~~will~~Equivalents ~~therefore~~involving bea ~~limited~~Variable Rate toTransaction ~~the~~(as ~~appreciation~~defined in the Purchase Agreement), provided however that commencing October 20, 2026, we are allowed to enter into, ~~value~~and ofissue ~~their~~shares ~~stock~~pursuant to, ifan ~~any~~“at the market” offering.

~~There~~Dawson isJames noacted ~~public~~as ~~market~~the exclusive placement agent on a “reasonable best efforts” basis, in connection with the October Offerings and received a cash fee of 7.0% of the aggregate gross proceeds paid to us for the ~~Pre~~securities sold in the October Offerings and reimbursement of certain out-~~Funded~~of-pocket expenses of $75,000. Dawson James is also entitled to receive a cash fee of 7.0% of the gross proceeds received from the exercise of any Common Warrants. As additional compensation to Dawson James, in connection with the October Offerings, we issued to Dawson James and its designees, Placement Agent Warrants to purchase ~~shares~~an aggregate of 693,213 Placement Agent Warrant Shares with substantially the same terms as the Common ~~Stock~~Warrants, ~~being~~except that they have an exercise price per share equal to $0.8118. The Placement Agent Warrants were offered bypursuant to usthe exemption provided in ~~this~~Section ~~offering~~4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

~~There~~Pursuant isto nothe ~~established~~Purchase ~~public~~Agreement, ~~trading~~we ~~market~~agreed ~~for~~to ~~the~~file, ~~Pre-Funded~~as ~~Warrants~~soon toas ~~purchase~~practicable ~~shares~~(and ofin ~~the~~any ~~Common~~event ~~Stock~~within ~~that~~thirty ~~are~~(30) ~~being~~calendar ~~offered~~days asof ~~part~~the date of ~~this~~the ~~offering~~Purchase Agreement), ~~and~~this weResale Registration doStatement ~~not~~providing ~~expect a~~for ~~market~~the toresale ~~develop~~by the Investor of the Common Warrant Shares. In addition, we doagreed ~~not~~to ~~intend~~use tocommercially reasonable ~~apply~~efforts to ~~list~~cause the ~~Pre-Funded~~Resale ~~Warrants~~Registration onStatement ~~any~~to ~~national~~become ~~securities~~effective ~~exchange~~within orninety ~~other nationally~~(90) ~~recognized~~days ~~trading~~following ~~system,~~the ~~including~~Closing Date and to keep the ~~NYSE~~Resale ~~American.~~Registration ~~Without~~Statement aneffective ~~active~~at ~~market,~~all times until the ~~liquidity~~Investor ofdoes ~~the~~not ~~Pre-Funded~~own any Common Warrants ~~will~~ beor ~~limited~~Common Warrant Shares.

~~The~~Pursuant ~~Pre-Funded~~to ~~Warrants~~the ~~are~~Purchase ~~speculative~~Agreement, the Investor has the right to participate in ~~nature~~certain subsequent financings by us in an amount equal to 50% of such subsequent financings for 12 months following the Closing Date.

The Pre-Funded Warrants offered hereby do not confer any rights of Common Stock ownership on their holders except as specified therein, such as the right to participate in distributions or dividends paid on Common Stock, but rather merely represent the right to acquire shares of the Common Stock at a fixed price. Specifically, commencing on the date of issuance, holders of the Pre-Funded Warrants may exercise their right to acquire the shares of the Common Stock upon the payment of an exercise price of $0.001 per share. Moreover, following this offering, the market value of the Pre-Funded Warrants is uncertain and there can be no assurance that the market value of the Pre-Funded Warrants will equal or exceed their imputed public offering prices. Furthermore, each Pre-Funded Warrant will not expire until it has been exercised in full. There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system, including NYSE American. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Holders of the Pre-Funded Warrants will have no rights as a common stockholder until they acquire shares of the Common Stock.

The Pre-Funded Warrants in this offering do not confer any rights of share ownership on their holders except as specified therein, such as the right to participate in distributions or dividends paid on Common Stock, but rather merely represent the right to acquire shares of the Common Stock at a fixed price. Until holders of the Pre-Funded Warrants acquire shares of the Common Stock upon exercise of the Pre-Funded Warrants, as applicable, holders of Pre-Funded Warrants will have no rights with respect to our shares of Common Stock underlying such Pre-Funded Warrants except as specified therein.

~~Provisions~~Pursuant to the Purchase Agreement, the Investor agreed that it neither it nor any affiliate will execute any sales of any of the ~~Pre-Funded~~Company’s ~~Warrants~~securities: ~~offered~~(i) with respect to all such bysales ~~this~~(other ~~prospectus~~than ~~could~~Short ~~discourage~~Sales an(as ~~acquisition~~such term is defined in the Purchase Agreement)), during the period commencing on the date of usthe byPurchase Agreement and ending at December 31, 2025, and (ii) with respect to Short Sales) only, during the period commencing on the date of the Purchase Agreement and ending at December 31, 2025; provided that the foregoing restrictions shall not apply to any sales of any of the Company’s securities at a ~~third~~sale ~~party~~price per share of Common Stock greater than $1.00.

InTerms ~~addition to the provisions~~ of ~~our articles of incorporation, as amended (~~the ~~“Articles of Incorporation”), and our bylaws, as amended (the “Bylaws”), certain provisions of the~~ Pre-Funded Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us. The Pre-Funded Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Pre-Funded Warrants, as applicable. These and other provisions of the Pre-Funded Warrants offered by this prospectus could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

WeThe Pre-Funded Warrants will ~~not~~be ~~receive~~immediately exercisable ~~any~~at ~~meaningful~~an ~~amount~~ exercise price of ~~additional~~$0.001 ~~funds~~per ~~upon~~share ~~the~~and ~~exercise~~will ~~of the~~ remain exercisable until such Pre-Funded Warrants are exercised in full.

~~Each Pre-Funded Warrant~~The ~~will~~exercise beprice ~~exercisable~~of ~~until~~the itPre-Funded ~~is fully~~Warrants, ~~exercised~~ and bythe ~~means~~number of ~~payment~~Pre-Funded ofWarrant ~~the~~Shares, ~~nominal~~will ~~cash~~be ~~purchase~~subject ~~price~~to ~~upon~~adjustment ~~exercise~~in orthe ~~through~~event aof ~~“cashless~~any ~~exercise”~~stock ~~procedure. Accordingly,~~dividend weor ~~will~~split, ~~not~~reverse ~~receive~~stock split, ~~any~~recapitalization, ~~meaningful~~reorganization ~~additional~~or ~~funds~~similar ~~upon~~transaction, ~~the~~as ~~exercise~~described ofin the Pre-Funded Warrants.

~~You~~A holder will ~~experience~~not ~~immediate~~have ~~and~~the ~~substantial~~right ~~dilution~~to inexercise any portion of the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon ~~net~~election ~~tangible~~of ~~book~~the ~~value~~holder, 9.99%) of the number of shares ~~you~~of ~~purchase~~Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in ~~this~~accordance ~~offering~~with ~~and~~the terms of such warrants. However, any holder may ~~experience~~increase ~~additional~~or ~~dilution~~decrease insuch percentage, provided that any increase will not be effective until the ~~future~~61st day after such election.

~~The~~In ~~public~~the ~~offering~~event ~~price~~of ~~per~~a ~~share~~Fundamental ofTransaction ~~Common~~(as ~~Stock~~such ~~and~~term ~~the~~is ~~public~~defined ~~offering~~in ~~price~~the ~~of each~~ Pre-Funded ~~Warrant~~Warrants), ~~will~~then ~~be substantially higher than~~ the ~~pro~~successor ~~forma~~entity aswill ~~adjusted~~succeed ~~net~~to, ~~tangible book~~and ~~value~~be ~~per~~substituted ~~share~~for ofthe ~~our~~Company, ~~Common~~and ~~Stock~~may exercise ~~after~~every ~~giving~~right ~~effect~~and topower ~~this~~that ~~offering. Assuming~~ the ~~sale~~Company ofmay ~~[●]~~exercise ~~shares~~and ofwill ~~our~~assume ~~Common~~all ~~Stock at an assumed public offering price~~ of ~~$[●] per share, (which is~~ the ~~closing~~Company’s ~~sale~~obligations ~~price~~under ~~per share of our Common Stock on~~ the ~~NYSE~~ ~~American on [●], 2024, assuming no sale of any~~ Pre-Funded Warrants inwith ~~this offering, and after deducting~~ the ~~Placement~~same ~~Agent fees~~effect ~~and~~as ~~commissions~~if ~~and~~such ~~estimated~~successor ~~offering~~entity ~~expenses~~had ~~payable~~been bynamed ~~us, you will incur immediate dilution~~ in ~~pro~~the ~~forma~~Pre-Funded asWarrant ~~adjusted~~itself. ~~net~~If ~~tangible book~~holders ~~value~~ of ~~approximately~~the ~~$[●] per~~Common ~~share.~~Stock are Asgiven a ~~result~~choice ofas ~~the dilution~~ to ~~investors~~the ~~purchasing~~ securities ~~in this offering~~, ~~investors~~ ~~may~~cash ~~receive~~or ~~significantly~~property ~~less~~to ~~than~~be ~~the~~received ~~purchase price paid~~ in ~~this~~a ~~offering,~~Fundamental ~~if anything~~Transaction, inthen the ~~event~~holder ofwill ~~the~~be ~~liquidation~~given ~~of our company. See~~ the ~~section entitled “Dilution” below for a more detailed discussion of the dilution you will incur~~ ifsame ~~you~~choice ~~participate~~as into ~~this offering. To~~ the ~~extent~~consideration ~~shares~~it ~~are~~receives ~~issued~~upon ~~under~~any ~~outstanding options and warrants at~~ exercise ~~prices~~of ~~lower than~~ the ~~public~~Pre-Funded ~~offering~~Warrant ~~price~~following ofsuch ~~our~~Fundamental ~~Common Stock in this offering, you will incur further dilution~~Transaction.

~~Purchasers~~Except ~~who~~as ~~purchase~~otherwise ~~our~~provided ~~securities~~ in the Pre-Funded ~~this~~Warrants ~~offering~~or ~~pursuant~~by tovirtue aof ~~securities~~such ~~purchase~~holder’s ~~agreement~~ownership ~~may~~of ~~have~~shares ~~rights~~of ~~not~~Common ~~available~~Stock, tothe ~~purchasers~~holder ~~that~~of ~~purchase~~a ~~without~~Pre-Funded ~~the~~Warrants ~~benefit~~will not have the rights or privileges of a ~~securities~~holder ~~purchase~~of ~~agreement~~Common Stock, including any voting rights, until the holder exercises such warrant.

InTerms addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of ~~breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with~~ the ~~means~~Common to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited to: (i) timely delivery of securities; (ii) agreement to not enter into any financings for 60 days from closing; and (iii) indemnification for breach of contract.Warrants

~~Risks~~The ~~Related~~Common toWarrants ~~Our~~will be exercisable commencing ~~Common~~after ~~Stock~~the six month anniversary of their issue date (the “Initial Exercise Date”) and will expire on the fifth anniversary of the Initial Exercise Date.

If weat ~~sell~~the ~~Common~~time ~~Stock~~of orexercise ~~preferred~~of ~~stock~~the Common Warrants ina registration statement registering the ~~future~~issuance of the Common Warrant Shares under the Securities Act is not effective or available, the ~~stockholders~~holder may, ~~experience~~in ~~immediate~~its ~~dilution~~sole ~~and~~discretion, aselect to exercise the Common Warrants through a ~~result~~cashless exercise, ~~our~~in ~~stock~~which ~~price~~case ~~may~~the ~~decline~~holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Common Warrants.

WeThe ~~may~~exercise ~~from time-to-time issue additional shares of Common Stock or preferred stock at a discount from the current trading~~ price of the Common ~~Stock. As a result~~Warrants, ~~our stockholders could~~ ~~experience~~and ~~immediate dilution upon~~ the ~~purchase~~number of ~~any~~Common ~~shares~~Warrant ~~sold at such discount. In addition~~Shares, aswill ~~opportunities~~be ~~present~~subject ~~themselves, we~~to ~~may~~adjustment ~~enter into financing or similar arrangements~~ in the ~~future,~~event ~~including~~of ~~the~~any ~~issuance~~stock ofdividend ~~debt~~or ~~securities~~split, ~~Common~~reverse ~~Stock~~stock ~~or preferred~~split, ~~stock.~~recapitalization, Ifreorganization ~~we issue Common Stock~~ or ~~securities~~similar ~~convertible into Common Stock~~transaction, ~~the~~as ~~holders~~described ofin the Common ~~Stock could experience additional dilution and, as a result, our stock price may decline~~Warrants.

InA ~~addition,~~holder towill not have the ~~extent~~right ~~that~~to exercise any ~~Pre-Funded Warrants~~portion orof ~~options~~the ~~are~~Common ~~exercised,~~Warrants ~~new~~if ~~options~~the orholder ~~restricted~~(together ~~stock~~with ~~units~~its ~~are~~affiliates) ~~issued~~would ~~under~~beneficially ~~our~~own ~~equity~~in ~~incentive~~excess ~~plans,~~of 4.99% (or, weupon ~~otherwise~~election ~~issue~~of ~~additional~~the holder, 9.99%) of the number of shares of Common Stock inoutstanding immediately after giving effect to the ~~future~~exercise, atas asuch ~~price~~percentage ownership ~~less~~is ~~than~~determined in accordance with the ~~public~~terms ~~offering~~of ~~price~~such warrants. However, ~~our~~any ~~stockholders~~holder ~~could~~may ~~experience~~increase or decrease such percentage, provided ~~dilution~~that any increase will not be effective until the 61st day after such election.

WeIn ~~have~~the ~~identified~~event ~~material~~of ~~weaknesses~~a Fundamental Transaction (as such term is defined in the Common Warrants), then the successor entity will succeed to, and be substituted for the Company, and may exercise ~~our~~every ~~internal~~right ~~control~~and ~~over~~power ~~financial~~that ~~reporting~~the Company may exercise and will assume all of the Company’s obligations under the Common Warrants with the same effect as if such successor entity had been named in the Common Warrant itself. AsIf holders of the Common Stock are given a ~~result~~choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder will be given the same choice as to the consideration it receives upon any exercise of the Common Warrant following such ~~material~~Fundamental ~~weaknesses~~Transaction. In addition, ~~our~~the ~~management~~successor entity, ~~has~~at ~~concluded~~the ~~that~~request ~~our~~of ~~disclosure~~holders of Common Warrants, will be obligated to purchase any unexercised portion of the Common Warrants in ~~controls~~accordance ~~and~~with ~~procedures~~the terms thereof. Notwithstanding the foregoing, in the event of a Fundamental Transaction, the holders of the Common Warrants have the right to require the Company or a successor entity to redeem the Common Warrants for cash in the amount of the Black Scholes Value (as defined in ~~Rule~~the ~~13a-15~~Common Warrants) of the unexercised portion of the Common Warrants concurrently with or within thirty (e30) days following the consummation of a Fundamental Transaction. However, ~~were~~in the event of a Fundamental Transaction which is not ~~effective~~in the atCompany’s control, including a Fundamental Transaction not approved by the ~~reasonable~~Company’s ~~assurance~~board ~~level.~~of ~~Failure~~directors, the holders of the Common Warrants will only be entitled to ~~remediate~~receive from the ~~material~~ ~~weaknesses~~Company or ~~any~~its ~~other~~successor ~~material~~entity ~~weaknesses~~the ~~that~~same wetype ~~identify~~or form of consideration (and in the ~~future~~same ~~could~~proportion), ~~result~~at the Black Scholes Value of the unexercised portion of the Common Warrant that is being offered and paid to the holders of Common Stock in ~~material~~connection ~~misstatements~~with the Fundamental Transaction, whether that consideration is in ~~our~~the ~~financial~~form of cash, stock or ~~statements~~any combination of cash and stock, or whether the holders of Common Stock are given the choice to receive alternative forms of consideration in connection with the Fundamental Transaction.

~~Pursuant~~ Except toas ~~Section~~otherwise ~~404~~provided ofin the ~~Sarbanes-Oxley~~Common ~~Act~~Warrants ofor ~~2002,~~by asvirtue ~~amended,~~of ~~our~~such ~~management~~holder’s isownership ~~required~~of toshares ~~report on the effectiveness~~ of ~~our~~Common internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentationStock, ~~testing and possible remediation. Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting. In addition, if we fail to maintain~~ the ~~adequacy~~holder of ~~our~~a ~~internal~~Common ~~control~~Warrants ~~over financial reporting, we~~ will not ~~be able to conclude on an ongoing basis that we~~ have ~~effective~~the ~~internal control over financial reporting~~rights inor ~~accordance~~privileges ~~with Section 404~~ of ~~the~~a ~~Sarbanes-Oxley~~holder ~~Act~~ of ~~2002.~~Common ~~If we fail to achieve and maintain an effective internal control environment~~Stock, we ~~could~~including ~~suffer~~any ~~misstatements~~voting ~~in our financial statements and fail to meet our reporting obligations~~rights, ~~which~~until ~~would~~the ~~likely~~holder ~~cause~~exercises ~~investors to~~such ~~lose confidence in our reported financial information~~warrant. ~~This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.~~

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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified material weaknesses in our internal control over financial reporting, including 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.

During the course of our financial reporting close for the 2023 financial statements, we identified various errors associated with our 2022 annual and 2023 previously reported unaudited consolidated financial statements. Our consolidated financial statements, including the unaudited condensed consolidated balance sheets as of June 30, 2022 and September 30, 2022 and the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2023, as of and for the three and six months ended June 30, 2023 and as of and for the nine months ended September 30, 2023, were restated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 to correct such errors related to deferred tax liabilities and a warrant modification.

Additionally, 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) Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that that as June 30, 2024, our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. Our management, including our Chief Executive Officer and Chief Financial Officer, has also concluded that as of December 31, 2023 and March 31, 2024 our disclosure controls and procedures, as defined in Rule 13a-15(e), were not effective at the reasonable assurance level due to material weaknesses in our internal control over financial reporting which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

We cannot provide assurance that we have identified all, or that we will not in the future have additional, material weaknesses in our internal control over financial reporting. As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address deficiencies. If we do not effectively remediate the material weaknesses identified by management and maintain adequate internal controls over financial reporting in the future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange Act on a timely basis. Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a loss of public confidence in the reliability of our financial statements, which, in turn, could materially adversely affect our business, the market value of our common stock and our access to capital markets.

USE OF PROCEEDS

WeThe ~~estimate~~Selling ~~that~~Stockholders we will receive ~~net~~all ~~proceeds from this offering~~ of ~~approximately $[●] million (assuming~~ the ~~sale of the maximum number of securities offered hereby), based upon~~proceeds ~~an assumed public offering price~~ of ~~$[●] per share of Common Stock (which is~~ the ~~last reported~~ sale ~~price~~ of ~~the~~Warrant ~~Common~~Shares ~~Stock~~offered ~~on the~~from ~~NYSE~~time ~~American~~to ontime ~~September [●],~~pursuant ~~2024),~~to ~~after~~this ~~deducting the estimated Placement Agent fees and estimated offering expenses payable by us and assuming no sale of any Pre-Funded Warrants~~prospectus. ~~However~~Accordingly, ~~because~~we ~~this~~will isnot areceive ~~reasonable~~any ~~best~~proceeds ~~efforts offering with no minimum~~from ~~number~~the ofsale ~~securities or amount~~ of ~~proceeds~~Warrant asShares athat ~~condition to closing, the actual offering amount, Placement Agent fees, and net proceeds to us are not presently determinable and~~ may be ~~substantially~~sold ~~less~~from ~~than~~time ~~the~~to ~~maximum~~time ~~amounts~~pursuant ~~set~~to ~~forth on the cover page of~~ this prospectus~~, and~~; ~~we may not sell all or any of the securities we are offering. As a result~~however, we ~~may~~will receive ~~significantly less in net~~ proceeds. ~~Based on the assumed offering price set forth above, we estimate that our net proceeds~~ from the cash ~~sale~~exercise of ~~75%, 50%, and 25% of~~ the ~~securities offered~~Warrants. inWe ~~this~~currently ~~offering~~intend ~~would~~to beuse ~~approximately $[●] million, $[●] million, and $[●] million, respectively, after deducting~~ the ~~estimated~~net ~~Placement~~proceeds ~~Agent~~from ~~fees~~such ~~and~~cash ~~estimated~~exercises ~~offering~~for ~~expenses~~working ~~payable~~capital ~~by us,~~ and ~~assuming~~general ~~no sale of any Pre-Funded Warrants~~corporate purposes.

~~Each~~The ~~$0.10~~expected ~~increase~~use ~~(decrease)~~of innet proceeds from the ~~assumed~~cash exercise ~~public~~of ~~offering~~the ~~price~~Warrants ofrepresents ~~$[●]~~our ~~per~~intentions ~~share~~based ofupon ~~Common~~our ~~Stock~~current (plans and business conditions, which iscould change in the ~~last~~future ~~reported~~as ~~sale~~our plans ~~price~~and business conditions evolve and change. The amounts and timing of ~~the~~our ~~Common~~actual ~~Stock~~expenditures, onspecifically ~~the~~with ~~NYSE~~respect ~~American~~to working oncapital, ~~September~~may ~~[●],~~vary ~~2024)~~significantly ~~would~~depending ~~increase~~on ~~(decrease)~~numerous ~~the~~factors. ~~net~~As ~~proceeds~~a toresult, usour ~~from~~management ~~this~~will ~~offering~~retain bybroad ~~approximately~~discretion ~~$[●]~~over ~~million,~~the allocation ~~assuming~~of the ~~number~~net ofproceeds ~~securities~~from ~~offered,~~such ascash ~~set~~exercise, ~~forth~~if onany. ~~the~~We ~~cover~~have ~~page of~~no ~~this~~current ~~prospectus~~agreements, ~~remains~~commitments ~~the~~or ~~same,~~understandings ~~and~~for ~~after~~any ~~deducting~~material acquisitions ~~estimated~~or ~~offering~~licenses ~~expenses~~of ~~payable~~any byproducts, usbusinesses ~~and~~or ~~assuming~~technologies nothat ~~sale~~are ofdefinitive ~~any~~or ~~Pre-Funded~~probable ~~Warrants~~to close.

Each 500,000 share increase (decrease) in the number of securities offered by us in this offering would increase (decrease) the net proceeds to us from this offering by approximately $[●] million, assuming that the price per share of Common Stock for the offering remains at $[●] (which is the last reported sale price of the Common Stock on the NYSE American on September [●], 2024), and after deducting the estimated offering expenses payable by us.

We currently intend to use the net proceeds from this offering primarily for working capital and general corporate purposes, including for research and development. We may also use a portion of the net proceeds to invest in or acquire other products, businesses or technologies, although we have no commitments or agreements with respect to any such investments or acquisitions as of the date of this prospectus.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our intentions as of the date of this prospectus based upon our current plans and business conditions to use and allocate the net proceeds of the offering. However, our management will have significant flexibility and discretion in the timing and application of the net proceeds of the offering. Unforeseen events or changed business conditions may result in application of the proceeds of the offering in a manner other than as described in this prospectus.

To the extent that the net proceeds we receive from the offering are not immediately applied for the above purposes, we plan to invest the net proceeds in short-term, investment-grade, interest-bearing instruments and U.S. government securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends on ~~the~~shares of Common Stock and we do not currently intend to pay any cash dividends on ~~the~~our Common Stock in the foreseeable future. We expect to retain all available funds and future earnings, if any, to fund the development and growth of our business. Any future ~~determination~~ determination to pay dividends, if any, on ~~the~~our shares of Common Stock will be at the discretion of our board of directors and will depend on, among other factors, the terms of any outstanding preferred stock, our results of operations, financial condition, capital requirements and contractual restrictions.

1211

CAPITALIZATION

The following table sets forth our cash and our capitalization as of June 30, 2024:

· on an actual basis; · on a pro forma basis, giving effect to the issuance of 91,644 shares of Common Stock upon vesting of restricted stock units; and · on a pro forma as adjusted basis, giving effect to the pro forma adjustments set forth above and our issuance and sale of [●] shares of our Common Stock in this offering based on an assumed public offering price of $[●] per share (which is the last reported sale price of our Common Stock on the NYSE American on September [●], 2024) and assuming no sale of Pre-Funded Warrants, after deducting estimated Placement Agent fees and estimated offering expenses payable by us.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering as determined at pricing. You should read the information in this table together with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, incorporated by reference in this prospectus.

	June 30, 2024 (in thousands, except for shares and par value data)
	Actual			Pro Forma			Pro Forma As Adjusted
Cash	$	2,741		$	2,741		$	–
Stockholder’s equity
Common stock, $0.001 par value, 190,000,000 shares authorized, 39,539,207 shares issued and 39,463,517 outstanding, actual; 190,000,000 shares authorized, and 39,630,851 shares issued and 39,555,161 outstanding, pro forma; 190,000,000 shares authorized, and [●] shares issued and [●] outstanding, pro forma as adjusted		356			–			–
Additional paid-in capital		287,258,280			293,487,763			304,587,336
Accumulated deficit		(731,464,000	)		(731,464,000	)		(731,464,000	)
Accumulated other comprehensive loss		3,699,000			3,699,000			3,699,000
Total Stockholder’s Equity		44,359,000			–			–
Total Capitalization	$						$

A $0.10 increase or decrease in the assumed public offering price of $[●] per share (which is based upon the last reported sale price of our Common Stock on NYSE American on September [●], 2024) and assuming no sale of Pre-Funded Warrants, would increase or decrease the pro forma as adjusted amount of each of cash, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $[●] million, assuming that the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated Placement Agent fees and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrants.

An increase or decrease of 500,000 shares in the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization by approximately $[●] million, assuming no change in the assumed public offering price per share and after deducting the estimated Placement Agent fees and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrants.

The table above is based on 39,498,401 shares of Common Stock outstanding as of June 30, 2024 and gives effect to the pro forma adjustments described above and excludes as June 30, 2024 the following:

· 983,973 shares of Common Stock issuable upon vesting of restricted stock units outstanding; · 953,640 shares of Common Stock issuable upon exercise of outstanding options, at a weighted average exercise price of $12.75 per share; and · 6,926,952 shares of Common Stock issuable upon exercise of outstanding warrants, at a weighted average exercise price of $6.98 per share; and · 1,781,140 shares of Common Stock reserved for future issuance under our 2020 Incentive Plan; and · Up to 3,000,000 shares of Common Stock and/or pre-funded warrants that we are obligated to sell to the investor in the April 18, 2024 offering, at the sole option of the investor to make such purchase, until October 15, 2024 at a price of $1.00 per share of Common Stock and $0.99 per pre-funded warrant.

DILUTION

If you invest in our securities in this offering, your interest will be diluted immediately to the extent of the difference between the public offering price paid by the purchasers of the ~~shares~~Warrant ofShares ~~Common Stock~~ sold in this offering and the pro forma as adjusted net tangible book value per shares of of Common Stock after this offering.

Our historical net tangible book value of our Common Stock as of ~~June~~September 30, ~~2024~~2025, was approximately $225.9 3 million, or approximately $0.5811 per share of Common Stock. Net tangible book value per share represents the amount of our total tangible assets less total liabilities divided by the total number of our shares of Common Stock outstanding as of ~~June~~September 30, ~~2024~~2025.

Our pro forma net tangible book value as of ~~June~~September 30, ~~2024~~2025 was approximately $2213.91 million, or approximately $0.5824 per share of Common Stock. Pro forma net tangible book value represents the amount of our tangible book value as adjusted to take into account the issuance, subsequent to September 30, 2025, of: ~~[●]~~(i) 3,000,000 shares of Common Stock ~~upon~~in ~~vesting~~a registered direct offering and our receipt of ~~restricted~~approximately $6.6 ~~stock~~million ~~units~~in ~~subsequent~~net proceeds; (ii) 1,967,580 shares of Common Stock pursuant to Section ~~June~~3(a)(10) of 30the Securities Act and the decrease in liabilities of approximately $1.1 million related thereto; and (iii) an aggregate of 24,487 shares ~~2024~~of Common Stock issued to directors, consultants and employees pursuant to the 2020 Incentive Plan.

After giving effect to the pro forma adjustments set forth above and (a) the ~~sale~~issuance byof us9,903,049 inshares of ~~this~~Common ~~offering~~Stock ofupon ~~[●]  shares~~the assumed exercise of the Common ~~Stock~~Warrants and our assumed receipt of approximately $6.8 million in estimated net proceeds from the exercise thereof, orafter upthe payment of the 7% commission to ~~[●] Pre-Funded~~Dawson ~~Warrants~~James; inand ~~lieu~~(b) the issuance of 693,213 shares of Common Stock, atupon athe ~~price~~assumed ~~per~~exercise ~~share~~ of ~~$[●]~~the ~~and~~Placement ~~assuming~~Agent ~~the~~Warrants ~~exercise~~and inour ~~full~~assumed receipt of ~~Pre-Funded Warrants~~approximately ~~issued~~$0.6 million in ~~this~~estimated net ~~offering,~~proceeds from the exercise of the Placement Agent Warrants, our pro forma as adjusted net tangible book value as of ~~June~~ September 30, ~~2024~~2025, would have been approximately $~~[●]~~20.4 million, or approximately $~~[●]~~0.32 per share of Common Stock. ~~This~~Assuming the sale price of the Warrant Shares in this offering is their respective exercise price, this represents an immediate increase in net tangible book value of approximately $~~[●]~~0.08 per share of Common Stock to our existing security holders and an immediate dilution in as adjusted net tangible book value of approximately $~~[●]~~ 0.418 per share of Common Stock to purchasers of Common ~~Stock~~Warrant inShares ~~this~~Stock ~~offering~~and $0.4918 ~~The final~~to ~~public~~purchasers ~~offering~~of ~~price will be determined through negotiation between us, the~~ Placement Agent, ~~and~~Warrant ~~prospective~~Shares ~~investors~~ in ~~the offering and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout~~ this ~~prospectus may not be indicative of the final public~~ offering ~~price~~. ~~The following table illustrates this per share dilution:~~

Assumed public offering price per share						$
Exercise price of Common Warrants				$	0.738
Historical net tangible book value per share as of June 30, 2024			$	0.58
Exercise price of Placement Agent Warrants				$	0.8118
Pro Forma net tangible book value per share			$	0.58
Historical net tangible book value per share as of September 30, 2025	$	0.11
Increase in pro forma net tangible book value per share attributable to this offering			$
Pro Forma net tangible book value per share	$	0.24
Pro Forma as adjusted net tangible book value per share after giving effect to this offering						$
Increase in pro forma net tangible book value per share attributable to this offering	$	0.08
Dilution per share to new investors in this offering						$
Pro Forma as adjusted net tangible book value per share after giving effect to this offering				$	0.32
Dilution in net tangible book value per share to investors purchasing of Common Warrant Shares in this offering				$	0.418
Dilution in net tangible book value per share to investors purchasing of Placement Agent Warrant Shares in this offering				$	0.4918

~~Each $0.10 increase or decrease~~The intable ~~the~~and ~~assumed~~discussion ~~public~~above ~~offering~~are ~~price~~based ofon ~~$[●] per share~~48,913,630 ~~which~~shares ~~was the last reported sale price~~ of ~~our~~ Common Stock onoutstanding ~~the NYSE~~as ~~American~~of ~~on June~~ September 30, ~~2024~~2025, ~~would increase or decrease the as adjusted net tangible book value per share by $[●] per share~~ and ~~the dilution per share to investors participating in this offering by $[●] per share~~excludes, ~~assuming that the number of shares of Common Stock offered by us,~~ as ~~set forth on the cover page~~ of ~~this~~that ~~prospectus~~date, ~~remains~~ the ~~same and after deducting the Placement Agent fees and commissions and estimated offering expenses payable by us.~~following:

We· ~~may also increase or decrease the number of shares we are offering. A 500~~870,~~000 increase~~417 ~~in the number of~~ shares of Common Stock ~~offered~~issuable byupon ~~us,~~vesting asof ~~set~~restricted ~~forth~~stock ~~on the~~units ~~cover~~outstanding; ~~page~~· ~~of this prospectus~~973,980 ~~would~~shares ~~increase~~of ~~the~~Common ~~pro~~Stock ~~forma~~issuable asupon ~~adjusted~~exercise ~~net~~of ~~tangible~~outstanding ~~book value per share by approximately $[●] and decrease the dilution per share to new investors participating in this offering by approximately $[●]~~options, ~~based~~at ona anweighted ~~assumed~~average ~~public offering~~exercise price of $~~[●]~~11.56 per share,; ~~which~~· ~~was~~24,150,943 ~~the~~shares ~~last reported sale price~~ of ~~our~~ Common Stock onissuable ~~the~~upon ~~NYSE~~exercise ~~American~~of onoutstanding ~~[●]~~warrants, ~~2024,~~ ~~remaining~~at ~~the~~a ~~same~~weighted ~~and~~average ~~after~~exercise ~~deducting~~price ~~the~~of ~~Placement~~$2.32 ~~Agent~~per ~~fees~~share; ~~and~~· ~~commissions and estimated offering expenses payable by us. Similarly~~9, ~~a 500~~422,~~000~~971 ~~decrease in the number of~~ shares of Common Stock ~~offered~~reserved byfor ~~us,~~future asissuance ~~set~~under ~~forth~~our on2020 ~~the~~Incentive ~~cover~~Plan; ~~page of this prospectus, would decrease the as adjusted net tangible book value per share by approximately $[●]~~ and ~~increase~~· ~~the dilution per share to new investors participating in this offering by approximately $[●]~~1,967,580 ~~based~~shares ~~on an assumed public offering price~~ of ~~$[●] per share of~~ Common Stock, which ~~was~~ ~~the~~may ~~last~~be ~~reported~~issued ~~sale~~to ~~price~~Continuation ~~of our Common Stock on the NYSE American on [●]~~Capital, ~~2024,~~Inc. ~~remaining~~pursuant ~~the~~to ~~same~~Section ~~and~~3(a)(10) ~~after~~of ~~deducting~~ the ~~Placement~~ ~~Agent~~Securities ~~fees and commissions and estimated offering expenses payable by us~~Act.

15To the extent that any outstanding options or warrants are exercised, new options or shares of restricted stock units are issued under our equity incentive plans, or we otherwise issue additional shares of Common Stock in the future, there will be further dilution to our investors. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

~~The table and discussion above are based on 39,463,517 shares of Common Stock outstanding as of June 30, 2024, and excludes, as of that date, the following:~~12

· 977,500 shares of Common Stock issuable upon vesting of restricted stock units outstanding; · 958,806 shares of Common Stock issuable upon exercise of outstanding options, at a weighted average exercise price of $ 12.81 per share; and · 6,926,952 shares of Common Stock issuable upon exercise of outstanding warrants, at a weighted average exercise price of $ 6.98 per share; and · 1,781,140 shares of Common Stock reserved for future issuance under our 2020 Incentive Plan; and · Up to 3,000,000 shares of Common Stock and/or pre-funded warrants that we are obligated to sell to the investor in the April 18, 2024 offering, at the sole option of the investor to make such purchase, until October 15, 2024 at a price of $1.00 per share of Common Stock and $0.99 per pre-funded warrant.

The information discussed above is illustrative only and will adjust based on the actual public offering price, the actual number of shares of Common Stock that we offer in this offering, and other terms of this offering determined at pricing. Except as indicated otherwise, the discussion and table above assumes no sale of Pre-Funded Warrants, which, if sold, would reduce the number of shares of Common Stock that we are offering on a one-for-one basis.

DESCRIPTION OF OUR CAPITAL STOCK

The following is a description of the material terms of our capital stock. This is a summary only and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Incorporation and our Bylaws, each of which are incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read our Articles of Incorporation, our Bylaws, and the applicable provisions of the Nevada Revised Statute (the “NRS”), for additional information.

Authorized Capital Stock

Our authorized capital stock consists of ~~200~~(i)190,000,000 shares of ~~capital~~Common ~~stock~~Stock, ofpar ~~which~~value ~~190,000,000~~$0.001 ~~are~~per ~~shares~~share; ~~of Common Stock,~~ and (ii) 10,000,000 are shares of preferred stock, par value $0.001 per share.

Capital Stock Issued and Outstanding

As of ~~September 27~~November 14, ~~2024~~2025, we have issued and outstanding: (i) 53,905,697 shares of Common Stock; and (ii) 0 shares of preferred stock outstanding.

· 39,555,161 shares of Common Stock; · 977,500 unvested restricted stock units; · options to purchase 953,640 shares of Common Stock, at a weighted average exercise price of $12.75 per share; and · warrants to purchase 6,926,952 shares of Common Stock, at a weighted average exercise price of $6.98 per share.

Common Stock

The holders of our Common Stock are entitled to one vote per share. In addition, the holders of our Common Stock will be entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of legally available funds; however, the current policy of our Board of Directors is to retain earnings, if any, for operations and growth. ~~Upon~~In the event of our liquidation, dissolution or winding-up, the holders of our Common Stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of our Common Stock ~~will~~are ~~have no~~not entitled to preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.

Preferred Stock

Our Board of Directors is authorized, subject to any limitations prescribed by law, without further vote or action by our 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 our Board of Directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

The Board of Directors’ authority to issue up to 10,000,000 shares of preferred stock without stockholder approval could make it more difficult for a third-party to acquire control of our company and could discourage such attempt. We have 6,000 shares of preferred stock designated as 0% Series A Convertible Preferred Stock, 1 share of preferred stock designated as Series B Preferred Stock, and 50,000 shares of preferred stock designated as Series C Preferred Stock. We currently do not have any shares of preferred stock outstanding and have no present plans to issue any additional shares of preferred stock.

Nevada Anti-Takeover Law and Certain Charter and Bylaw Provisions

Some features of the Nevada Revised Statutes, which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium over market price for their shares of Common Stock as a result of a takeover bid.

Acquisition of Controlling Interest

The Nevada Revised Statutes contain provisions governing acquisition of a controlling interest of a Nevada corporation. These provisions provide generally that any person or entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares as to which any of such acquiring person or entity, an officer or a director of the corporation, or an employee of the corporation exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or entity acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the election of directors within any of the following three ranges:

	·	20% or more but less than 33 1/3%;
	·	33 1/3% or more but less than or equal to 50%; or
	·	more than 50%.

The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation.

These provisions are applicable only to a Nevada corporation, which:

	·	has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the stock ledger of the corporation; and
	·	does business in Nevada directly or through an affiliated corporation.

Our Bylaws, as amended in November 2013, provide that the provisions of NRS 78.378 and 78.3793 (“Acquisition of a Controlling Interest”) shall not apply to the Company or to any acquisition of a controlling interest in the Company by any existing or future stockholder.

Combination with Interested Stockholder

The Nevada Revised Statutes contain provisions governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. As of ~~September 27~~November 14, 2024, we had ~~189~~188 stockholders of record, not including persons or entities that hold our stock in nominee or “street name” through various brokerage firms.

A corporation affected by these provisions may not engage in a combination within two years after the interested stockholder first became an interested stockholder, unless either (i) the combination or transaction by which the interested stockholder first became an interested stockholder is approved by the board of directors before the interested stockholder first became an interested stockholder, or (ii) the combination is approved by the board of directors and by the affirmative vote of the corporation’s stockholders representing at least 60% of the outstanding voting power of the corporation not beneficially owned by the interested stockholder or the interested stockholder’s affiliates. Generally, if approval is not obtained, then after the expiration of the two-year period, the business combination may be consummated with the approval of the board of directors of the combination or transaction by which the interested stockholder first became an interested stockholder before the person became an interested stockholder, or a majority of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders is at least equal to the highest of:

	·	the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or within two years immediately before, or in the transaction in which he, she or it became an interested stockholder, whichever is higher;
	·	the market value per share on the date of announcement of the combination or the date the person became an interested stockholder, whichever is higher; or
	·	if higher for the holders of preferred stock, the highest liquidation value of the preferred stock, if any.

Generally, these provisions define an interested stockholder as a person who is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of a corporation. Generally, these provisions define combination to include any merger or consolidation with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an interested stockholder of assets of the corporation having:

	·	an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation;
	·	an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or
	·	representing 10% or more of the earning power or net income of the corporation.

Articles of Incorporation and Bylaws

Pursuant to our Articles of Incorporation, the existence of authorized but unissued Common Stock and undesignated preferred stock may enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

In addition, our Articles of Incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of Common Stock. The issuance also may adversely affect the rights and powers, including voting rights, of those holders and may have the effect of delaying, deterring or preventing a change in control of our Company.

Limitations of Director Liability and Indemnification of Directors, Officers and Employees

NRS 78.138 provides that directors of a corporation is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless: (a) the presumption that directors and officers acted in good faith on an informed basis with a view toward the best interest of the corporation has been rebutted and (b) it is proven that:

	·	The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and
	·	such breach involved intentional misconduct, fraud or a knowing violation of law.

Our articles of incorporation provide that every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of our company, or is or was serving at our request as a director or officer of another corporation, or as our representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by us as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us.

Our Bylaws provide that our directors and officers shall have no personal liability to us or our stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of section 78.3900 of the Nevada Revised Statutes as it may from time to time be amended or any successor provision thereto.

We have obtained a policy of directors’ and officers’ liability insurance.

We have entered into separate indemnification agreements with certain of our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for any and all expenses (including reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such directors or officers or on his or her behalf in connection with any action or proceeding arising out of their services as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request provided that such person follows the procedures for determining entitlement to indemnification and advancement of expenses set forth in the indemnification agreement. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our Articles of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

At present, there is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Listing of the Common Stock on the NYSE American LLC

The Common Stock is listed for trading on the NYSE American LLC under the symbol “TOON.”

Transfer Agent and Registrar

The transfer agent and registrar for the Common Stock is VStock Transfer LLC.

~~Stock Options~~16

AsSELLING of September 27, 2024, we had options outstanding to purchase an aggregate of 953,640 shares of Common Stock that were issued under our equity compensation plans. As of September 27, 2024, there were 1,746,256 shares of Common Stock reserved for future issuance under our 2020 Incentive Plan.STOCKHOLDERS

21The shares of Common Stock being offered by the Selling Stockholders are those issuable to the Selling Stockholders upon exercise of the Warrants. For additional information regarding the issuances of the Warrants, see “Description of Registered Direct Offering and Concurrent Private Placement” elsewhere in this prospectus. We are registering the shares of Common Stock in order to permit the Selling Stockholders to offer the shares of Common Stock for resale from time to time. Except for the entry into the Purchase Agreement, acquisition of shares of Common Stock, Pre-Funded Warrants and Warrants in the October Offerings and ownership of the other securities listed in the table below, the Investor has not had any material relationship with us within the past three (3) years. During the past three (3) years, Dawson James has not had any relationship with us other than acting as our placement agent and/or underwriter in various offerings, including the October Offerings and a warrant inducement transaction that was consummated in June 2023. The designees of Dawson James have not had any relationship with us during the past three (3) years other than through their affiliation with Dawson James.

~~DESCRIPTION~~The OFtable ~~SECURITIES~~below WElists ~~ARE~~the ~~OFFERING~~Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares of our Common Stock or if a person has the right to acquire beneficial ownership of our Common Stock within 60 days. Such table has been prepared based upon information furnished to us by the Selling Shareholders. The Selling Stockholders identified below may have sold, transferred or otherwise disposed of some or all of their shares of Common Stock since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.

WeUnless ~~are~~otherwise ~~offering~~indicated upbelow, to ~~[●]~~our knowledge, the Selling Stockholders named in the table below have sole voting and investment power with respect to the shares of Common Stock, orbeneficially owned ~~Pre-Funded~~by ~~Warrants~~them. inThe ~~lieu~~number of shares of Common Stock. ~~For~~disclosed ~~each~~as ~~Pre-Funded~~beneficially ~~Warrant~~owned wein ~~sell,~~ the ~~number~~table ofbelow includes (i) all shares of our Common Stock we ~~are~~held ~~offering~~by ~~will~~such beSelling ~~decreased~~Stockholder onas aof ~~one-for-one~~November ~~basis.~~18, We2025, ~~are~~and ~~also~~(ii) ~~registering~~all ~~the~~ shares of our Common Stock issuable ~~from time~~ to ~~time~~such Selling Stockholder upon the exercise in full of the ~~Pre-Funded~~Warrants, without regard to any limitations on exercise of the Warrants. ~~offered~~The ~~hereby~~inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below.

The column in the table below titled “Number of Shares of Common Stock. ~~See~~Beneficially Owned Prior to Offering” lists the ~~description~~number ~~above~~of shares of Common Stock beneficially owned by ~~under~~the ~~“Description~~Selling Stockholders, based on their respective ownership of shares of our ~~Capital~~Common Stock- and the Warrants, as of November 18, 2025, assuming exercise in full of the Warrants held by the Selling Stockholders on that date, without regard to any limitations on exercises. As of November 14, 2025, we had 53,905,697 shares of our Common Stock outstanding.”

~~Pre-Funded~~The ~~Warrants~~column in the table below titled “Maximum Number of Shares of Common Stock to be ~~Issued~~Sold in this Offering” lists the maximum number of shares of Common Stock to be sold by this prospectus by the Selling Stockholders.

~~The~~In ~~following~~accordance ~~summary~~with the terms of ~~certain~~the ~~terms~~Purchase ~~and~~Agreement ~~provisions~~with the Investor, this prospectus generally covers the resale of the ~~Pre-Funded~~maximum number of shares of Common Stock issuable upon exercise of the Warrants, ~~that~~determined ~~are~~as ~~being~~if ~~offered~~the ~~hereby~~outstanding isWarrants ~~not~~were ~~complete~~exercised ~~and~~in isfull ~~subject~~as toof the trading day immediately preceding the date this Resale Registration Statement was initially filed with the SEC, , without regard to any limitations on the exercise of the Warrants. The fourth and ~~qualified~~fifth columns in ~~its~~the ~~entirety~~table ~~by,~~below titled “Number of Shares of Common Stock Beneficially Owned After Offering” ~~the~~and ~~provisions~~“Percentage of ~~the~~Shares ~~Pre-Funded~~Beneficially ~~Warrant~~Owned After Offering”, assume the ~~form~~exercise in full of ~~which~~all isWarrants ~~filed~~and asthe ansale ~~exhibit~~of all of the Warrant Shares offered by the Selling Stockholders pursuant to ~~our~~this ~~registration~~prospectus, ~~statement~~and gives effect to limitations on exercise of warrants held by the Selling Stockholders (other than the Warrants which are assumed for purposes of this prospectus to be exercised ~~forms~~in afull), ~~part~~if any. ~~Prospective~~Therefore, ~~investors~~percentages ~~should~~in ~~carefully~~the ~~review~~fifth ~~the~~column ~~terms~~are ~~and~~calculated ~~provisions~~based ofupon ~~the~~an ~~form~~outstanding number of ~~Pre-Funded~~shares ~~Warrant~~of ~~for~~Common ~~a complete~~Stock ~~description~~ of 64,501,959 since the ~~terms~~fifth ~~and~~column ~~conditions~~assumes the issuance of ~~the~~10,596,262 ~~Pre-Funded~~Warrant ~~Warrants~~Shares, which are not currently outstanding.

~~Duration, Exercise Price and Form~~17

~~Each~~Under ~~Pre-Funded~~the ~~Warrant~~terms ~~offered~~of ~~hereby~~the ~~will~~Warrants, ~~have~~the Selling Stockholders anmay ~~initial~~not exercise ~~price~~the ~~per~~Warrants ~~share~~to ~~equal~~the toextent ~~$0.001.~~such ~~The~~exercise ~~Pre-Funded~~would ~~Warrants~~cause ~~will~~such beSelling ~~immediately~~Stockholder, ~~exercisable~~together ~~and~~with ~~will~~its ~~expire~~affiliates ~~when~~and ~~exercised~~attribution inparties, ~~full.~~to ~~The~~beneficially ~~exercise~~own ~~price~~a ~~and~~ number of shares of Common Stock ~~issuable~~that ~~upon~~would ~~exercise~~exceed is4.99%, ~~subject~~of toour ~~appropriate~~then ~~adjustment~~outstanding inCommon ~~the~~Stock ~~event~~following ofsuch ~~share dividends~~exercise, ~~share~~excluding ~~splits,~~for ~~reorganizations~~purposes orof ~~similar~~such ~~events~~determination ~~affecting our~~ shares of Common Stock ~~and~~issuable ~~the~~upon exercise ~~price. Subject to the rules and regulations~~ of ~~the~~such ~~applicable~~Warrants ~~trading~~which ~~market,~~have not webeen ~~may~~exercised. atThe ~~any~~number ~~time during the term~~ of ~~the~~shares ~~Pre-Funded~~in ~~Warrant, subject to~~ the ~~prior~~second ~~written~~and ~~consent~~third ofcolumns ~~the~~do ~~holders,~~not ~~reduce~~reflect ~~the~~this ~~then~~limitation. ~~current~~The ~~exercise~~Selling ~~price~~Stockholders tomay sell ~~any~~all, ~~amount~~some ~~and~~or ~~for~~none ~~any period~~ of ~~time~~their ~~deemed~~shares ~~appropriate by~~in ~~our~~this ~~board of directors~~offering. ~~The~~See ~~Pre-Funded~~“Plan ~~Warrants~~of ~~will~~Distribution” besection ~~issued~~of inthis ~~certificated~~prospectus ~~form~~for ~~only~~more information.

Exercisability

Name of Selling Stockholders	Number of Shares of Common Stock Beneficially Owned Prior to Offering⁽¹⁾	Maximum Number of Shares of Common Stock to be Sold in this Offering	Number of Shares of Common Stock Beneficially Owned After Offering	Percentage of Shares Beneficially Owned after Offering⁽¹⁾
Anson Investments Master Fund LP⁽¹⁾	22,905,778	9,903,049	6,637,320	9.99%
Dawson James Securities, Inc.⁽²⁾	138,643	138,643	–	–
Jonathan Schechter⁽³⁾	427,296	271,740	155,556	*
Joseph Reda⁽⁴⁾	1,282,830	282,830	1,000,000	1.53%

The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the outstanding shares of the Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of our shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Purchasers of Pre-Funded Warrants in this offering may also elect prior to the issuance of the Pre-Funded Warrants to have the initial exercise limitation set at 9.99% of our outstanding shares of Common Stock.___________________

~~Cashless~~* ~~Exercise~~less than 1%

If, at the time a holder exercises its Pre-Funded Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Pre-Funded Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants.

(1)

Shares listed in the column “Maximum Number of Shares of Common Stock to be Sold in this Offering” consist of 9,903,049 Common Warrant Shares issuable upon exercise of the Warrants. Shares listed in the column “Number of Shares of Common Stock Beneficially Owned Prior to Offering” consists of such aforementioned 9,903,049 Common Warrant Shares, as well as: (i) 3,000,000 shares of Common Stock purchased in the October 2025 Registered Direct Offering; (ii) 6,903,049 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants purchased in the October 2025 Registered Direct Offering; (iii) 1,699,632 shares of Common Stock that were not purchased in connection with the October Offerings; and (iv) 1,400,048 shares of Common Stock issuable upon exercise of warrants that were not purchased in connection with the October Offerings. Shares and percentages listed in the fourth and fifth columns include: (i) 4,699,632 shares of Common Stock; and (ii) 1,937,688 shares of Common Stock issuable upon exercise of Pre-Funded Warrants purchased in the October 2025 Registered Direct Offering, and do not include: (i) 4,965,361 shares of Common Stock issuable upon exercise of Pre-Funded Warrants purchased in the October 2025 Registered Direct Offering; and (ii) 1,400,048 shares of Common Stock issuable upon exercise of warrants that were not purchased in connection with the October Offerings, due to limitations on the exercise of such Pre-Funded Warrants and other warrants.

Anson Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson Investments”), hold voting and dispositive power over our securities held by Anson Investments. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein. The principal business address of Anson Investments is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(2)

Shares listed in the columns “Maximum Number of Shares of Common Stock to be Sold in this Offering” and “Number of Shares of Common Stock Beneficially Owned Prior to Offering” consist of 138,643 Placement Agent Warrant Shares issuable upon exercise of the Placement Agent Warrants. Dawson James is a registered broker-dealer and has a registered address of 101 N. Federal Highway # 600, Boca Raton, Florida 33432. Dawson James and its designees acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, neither Dawson James nor its designees had any agreement or understanding, directly or indirectly, with any person to distribute such securities. Robert D. Keyser, Jr. has sole voting and disposition power over the shares beneficially owned by Dawson James.

2218

Fractional Shares

(3)	Shares listed in the column “Maximum Number of Shares of Common Stock to be Sold in this Offering” consists of 271,740 Placement Agent Warrant Shares issuable upon exercise of the Placement Agent Warrants. Shares listed in the column “Number of Shares of Common Stock Beneficially Owned Prior to Offering” consists of such aforementioned 271,740 Placement Agent Warrant Shares, as well as 155,556 shares of Common Stock issuable upon the exercise of warrants issued in connection with the June 2023 warrant inducement transaction. Shares and percentages listed in the fourth and fifth columns include 155,556 shares of Common Stock issuable upon the exercise of warrants issued in connection with the June 2023 warrant inducement. Mr. Schecter is a designee of, and is affiliated with, Dawson James. Dawson James is a registered broker-dealer and has a registered address of c/o Dawson James, 101 N. Federal Highway # 600, Boca Raton, Florida 33432. Dawson James and its designees acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, neither Dawson James nor its designees had any agreement or understanding, directly or indirectly, with any person to distribute such securities.

(4)	Shares listed in the column “Maximum Number of Shares of Common Stock to be Sold in this Offering” consists of 282,830 Placement Agent Warrant Shares issuable upon exercise of the Placement Agent Warrants. Shares listed in the column “Number of Shares of Common Stock Beneficially Owned Prior to Offering” consists of such aforementioned 282,830 Placement Agent Warrant Shares, as well as 1,000,000 shares of Common Stock issuable upon the exercise of warrants issued in connection with the June 2023 warrant inducement transaction. Shares and percentages listed in the fourth and fifth columns include 1,000,000 shares of Common Stock issuable upon the exercise of warrants issued in connection with the June 2023 warrant inducement. Mr. Reda is a designee of, and is affiliated with, Dawson James. Dawson James is a registered broker-dealer and has a registered address of c/o Dawson James, 101 N. Federal Highway # 600, Boca Raton, Florida 33432. Dawson James and its designees acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, neither Dawson James nor its designees had any agreement or understanding, directly or indirectly, with any person to distribute such securities.

No fractional shares of Common Stock or scrip representing fractional shares will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of shares of Common Stock to be issued will, at our election, either be rounded up to the next whole share or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price. 19

Transferability

Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.

Trading Market

There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading market. Without a trading market, the liquidity of Pre-Funded Warrants will be extremely limited. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are currently traded on the NYSE American.

Right as a Stockholder

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of Common Stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of the Common Stock, including any voting rights, until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide that holders have the right to participate in distributions or dividends paid on Common Stock.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including (i) our merger or consolidation with or into another person, (ii) the sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of our assets, (iii) any purchase offer, tender offer or exchange offer pursuant to which holders of the Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of our outstanding Common Stock or 50% or more of the voting power of our common equity, (iv) any reclassification, reorganization or recapitalization of our shares of Common Stock or any compulsory share exchange or (v) any stock or share purchase agreement or other business combination with another person or group of persons whereby such other person or group acquires 50% or more of our outstanding shares of Common Stock or 50% or more of the voting power of our common equity, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction on a net exercise basis.

Waivers and Amendments

The Pre-Funded Warrants may be modified or amended or the provisions of the Pre-Funded Warrants waived with the written consent of us and the holder.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the common stock and Pre-Funded Warrants acquired in this offering. This discussion is based on the current provisions of the Internal Revenue Code of 1986, as amended, referred to as the Code, existing and proposed U.S. Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. No ruling has been or will be sought from the Internal Revenue Service, or IRS, with respect to the matters discussed below, and there can be no assurance the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of the common stock or Pre-Funded Warrants, or that any such contrary position would not be sustained by a court.

We assume in this discussion that the shares of common stock and Pre-Funded Warrants will be held as capital assets (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application of the Medicare contribution tax or the alternative minimum tax and does not address state or local taxes or U.S. federal gift and estate tax laws, except as specifically provided below with respect to non-U.S. holders, or any non-U.S. tax consequences that may be relevant to holders in light of their particular circumstances. This discussion also does not address the special tax rules applicable to particular holders, such as:

· persons who acquired our common stock or Pre-Funded Warrants as compensation for services; · traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; · persons that own, or are deemed to own, more than 5% of our common stock (except to the extent specifically set forth below); · persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451(b) of the Code (except to the extent specifically set forth below); · persons for whom our common stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code or “Section 1244 stock” for purposes of Section 1244 of the Code; · persons deemed to sell our common stock or Pre-Funded Warrants under the constructive sale provisions of the Code; · banks or other financial institutions; · brokers or dealers in securities or currencies; · tax-exempt organizations or tax-qualified retirement plans; · pension plans; · regulated investment companies or real estate investment trusts; · persons that hold the common stock or Pre-Funded Warrants as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; · insurance companies; · controlled foreign corporations, passive foreign investment companies, or corporations that accumulate earnings to avoid U.S. federal income tax; and · certain U.S. expatriates, former citizens, or long-term residents of the United States.

In addition, this discussion does not address the tax treatment of partnerships (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) or other pass-through entities or persons who hold shares of common stock or Pre-Funded Warrants through such partnerships or other entities which are pass-through entities for U.S. federal income tax purposes. If such a partnership or other pass-through entity holds shares of common stock or Pre-Funded Warrants, the treatment of a partner in such partnership or investor in such other pass-through entity generally will depend on the status of the partner or investor and upon the activities of the partnership or other pass-through entity. A partner in such a partnership and an investor in such other pass-through entity that will hold shares of common stock or Pre-Funded Warrants should consult his, her or its own tax advisor regarding the tax consequences of the ownership and disposition of shares of common stock or Pre-Funded Warrants through such partnership or other pass-through entity, as applicable.

This discussion of U.S. federal income tax considerations is for general information purposes only and is not tax advice. Prospective investors should consult their own tax advisors regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of acquiring, holding and disposing of our common stock, and Pre-Funded Warrants.

For the purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of common stock or Pre-Funded Warrants that is for U.S. federal income tax purposes (a) an individual citizen or resident of the United States, (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) has the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust. A “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of shares of common stock or, Pre-Funded Warrants that is not a U.S. Holder or a partnership for U.S. federal income tax purposes.

Potential Acceleration of Income

Under tax legislation signed into law in December 2017 commonly known as the Tax Cuts and Jobs Act of 2017, U.S. Holders that use an accrual method of accounting for tax purposes and have certain financial statements generally will be required to include certain amounts in income no later than the time such amounts are taken into account as revenue in such financial statements.

In addition, under the Inflation Reduction Act signed into law on August 16, 2022, certain large corporations (generally, corporations reporting at least $1 billion average adjusted pre-tax net income on their consolidated financial statements) are potentially subject to a 15% alternative minimum tax on the “adjusted financial statement income” of such large corporations for tax years beginning after December 31, 2022. The U.S. Treasury Department, the IRS, and other standard-setting bodies are expected to issue guidance on how the alternative minimum tax provisions of the Inflation Reduction Act will be applied or otherwise administered.

The application of these rules thus may require the accrual of income earlier than would be the case under the general tax rules described below, although the precise application of these rules is unclear at this time. U.S. Holders that use an accrual method of accounting should consult with their tax advisors regarding the potential applicability of this legislation to their particular situation.

Treatment of Pre-Funded Warrants

Although it is not entirely free from doubt, a pre-funded warrant should be treated as a share of common stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of common stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of a Pre-Funded Warrant should carry over to the share of common stock received. Similarly, the tax basis of the Pre-Funded Warrant should carry over to the share of common stock received upon exercise, increased by the exercise price of $0.0002 per share. Each holder should consult his, her or its own tax advisor regarding the risks associated with the acquisition of Pre-Funded Warrants pursuant to this offering (including potential alternative characterizations). The balance of this discussion generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

Tax Considerations Applicable to U.S. Holders

Distributions

As discussed above, we currently anticipate that we will retain future earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends in respect of shares of common stock in the foreseeable future. In the event that we do make distributions on our common stock to a U.S. Holder, those distributions generally will constitute dividends for U.S. tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or exchange of shares of common stock as described below under the section titled “—Disposition of Common Stock or Pre-Funded Warrants.”

Certain Adjustments to Pre-Funded Warrants

The number of shares of common stock issued upon the exercise of the Pre-Funded Warrants and the exercise price of Pre-Funded Warrants are subject to adjustment in certain circumstances. Adjustments (or failure to make adjustments) that have the effect of increasing a U.S. Holder’s proportionate interest in our assets or earnings and profits may, in some circumstances, result in a constructive distribution to the U.S. Holder. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of Pre-Funded Warrants generally should not be deemed to result in a constructive distribution. If an adjustment is made that does not qualify as being made pursuant to a bona fide reasonable adjustment formula, a U.S. Holder of Pre-Funded Warrants may be deemed to have received a constructive distribution from us, even though such U.S. Holder has not received any cash or property as a result of such adjustment. The tax consequences of the receipt of a distribution from us are described above under “Distributions.”

Disposition of Common Stock or Pre-Funded Warrants

Upon a sale or other taxable disposition (other than a redemption treated as a distribution, which will be taxed as described above under “Distributions”) of shares of common stock or Pre-Funded Warrants, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the common stock or Pre-Funded Warrants sold. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the common stock or Pre-Funded Warrants exceeds one year. The deductibility of capital losses is subject to certain limitations. U.S. Holders who recognize losses with respect to a disposition of shares of Common Stock or Pre-Funded Warrants should consult their own tax advisors regarding the tax treatment of such losses.

Information Reporting and Backup Reporting

Information reporting requirements generally will apply to payments of distributions (including constructive distributions) on the common stock and Pre-Funded Warrants and to the proceeds of a sale or other disposition of common stock and Pre-Funded Warrants paid by us to a U.S. Holder unless such U.S. Holder is an exempt recipient, such as a corporation. Backup withholding will apply to those payments if the U.S. Holder fails to provide the holder’s taxpayer identification number, or certification of exempt status, or if the holder otherwise fails to comply with applicable requirements to establish an exemption.

Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding their qualification for exemption from information reporting and backup withholding and the procedure for obtaining such exemption.

Tax Considerations Applicable to Non-U.S. Holders

Certain Adjustments to Warrants

As described under “—U.S. Holders—Certain Adjustments to Pre-Funded Warrants,” an adjustment to the Pre-Funded Warrants could result in a constructive distribution to a Non-U.S. Holder, which would be treated as described under “Distributions” below. Any resulting withholding tax attributable to deemed dividends would be collected from other amounts payable or distributable to the Non-U.S. Holder. Non-U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the Pre-Funded Warrants.

In addition, regulations governing “dividend equivalents” under Section 871(m) of the Code may apply to the Pre-Funded Warrants. Under those regulations, an implicit or explicit payment under Pre-Funded Warrants that references a dividend distribution on our common stock would possibly be taxable to a Non-U.S. Holder as described under “Distributions” below. Such dividend equivalent amount would be taxable and subject to withholding whether or not there is actual payment of cash or other property, and the Company may satisfy any withholding obligations it has in respect of the Pre-Funded Warrants by withholding from other amounts due to the Non-U.S. Holder. Non-U.S. Holders are encouraged to consult their own tax advisors regarding the application of Section 871(m) of the Code to the Pre-Funded Warrants.

Distributions

As discussed above, we currently anticipate that we will retain future earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends in respect of our common stock in the foreseeable future. In the event that we do make distributions on our common stock to a Non-U.S. Holder, those distributions generally will constitute dividends for U.S. federal income tax purposes as described in “—U.S. Holders—Distributions.” To the extent those distributions do not constitute dividends for U.S. federal income tax purposes (i.e., the amount of such distributions exceeds both our current and our accumulated earnings and profits), they will constitute a return of capital and will first reduce a Non-U.S. Holder’s basis in our common stock (determined separately with respect to each share of common stock), but not below zero, and then will be treated as gain from the sale of that share of common stock as described below under the section titled “—Disposition of Common Stock or Pre-Funded Warrants.”

Any distribution (including constructive distributions) on shares of common stock that is treated as a dividend paid to a Non-U.S. Holder that is not effectively connected with the holder’s conduct of a trade or business in the United States will generally be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide the applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Such form must be provided prior to the payment of dividends and must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent may then be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. If you are eligible for a reduced rate holding tax under an income tax treaty, you should consult with your own tax advisor to determine if you are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid (or constructive dividends deemed paid) to a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that the holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institution or other agent, to the applicable withholding agent). In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular tax rates applicable to U.S. persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

See also the sections below titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts” for additional withholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Disposition of Common Stock or Pre-Funded Warrants

Subject to the discussions below under the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized on a sale or other disposition (other than a redemption treated as a distribution, which will be taxable as described above under “Distributions”) of shares of common stock or Pre-Funded Warrants unless:

· the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, and if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States; in these cases, the Non-U.S. Holder will be taxed on a net income basis at the regular tax rates and in the manner applicable to U.S. persons, and if the Non-U.S. Holder is a corporation, an additional branch profits tax at a rate of 30%, or a lower rate as may be specified by an applicable income tax treaty, may also apply; · the Non-U.S. Holder is a nonresident alien present in the United States for 183 days or more in the taxable year of the disposition and certain other requirements are met, in which case the Non-U.S. Holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence) on the net gain derived from the disposition, which may be offset by certain U.S.-source capital losses of the Non-U.S. Holder, if any; or · the common stock constitutes a U.S. real property interest because we are, or have been at any time during the five-year period preceding such disposition (or the Non-U.S. Holder’s holding period of the common stock or Pre-Funded Warrants, if shorter), a “U.S. real property holding corporation,” unless the common stock is regularly traded on an established securities market, as defined by applicable Treasury Regulations, and the Non-U.S. Holder held no more than 5% of our outstanding common stock, directly or indirectly, during the shorter of the five-year period ending on the date of the disposition or the period that the Non-U.S. Holder held the common stock. Special rules may apply to the determination of the 5% threshold in the case of a holder of Pre-Funded Warrants. Non-U.S. Holders are urged to consult their own tax advisors regarding the effect of holding Pre-Funded Warrants on the calculation of such 5% threshold. Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests” (as defined in the Code and applicable regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we believe that we are not currently, and we do not anticipate becoming, a “U.S. real property holding corporation” for U.S. federal income tax purposes. No assurance can be provided that the common stock will be regularly traded on an established securities market for purposes of the rules described above. Non-U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax considerations that could result if we are, or become a “U.S. real property holding corporation.”

See the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts” for additional information regarding withholding rules that may apply to proceeds of a disposition of the common stock, Pre-Funded Warrants paid to foreign financial institutions or non-financial foreign entities.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each Non-U.S. Holder the gross amount of the distributions (including constructive distributions) on the common stock or, Pre-Funded Warrants paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. Holders may have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in the Code) in order to avoid backup withholding at the applicable rate, currently 24%, with respect to dividends (or constructive dividends) on the common stock or Pre-Funded Warrants. Generally, a holder will comply with such procedures if it provides a properly executed IRS Form W-8BEN (or other applicable Form W-8) or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. Holder, or otherwise establishes an exemption. Dividends paid to Non-U.S. Holders subject to withholding of U.S. federal income tax, as described above under the heading “Distributions,” will generally be exempt from U.S. backup withholding.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of the common stock or Pre-Funded Warrants by a Non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a Non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the Non-U.S. Holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder can be refunded or credited against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.

Foreign Accounts

The Foreign Account Tax Compliance Act, or FATCA, generally imposes a 30% withholding tax on dividends (including constructive dividends) on the common stock and Pre-Funded Warrants if paid to a non-U.S. entity unless (i) if the non-U.S. entity is a “foreign financial institution,” the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the non-U.S. entity is not a “foreign financial institution,” the non-U.S. entity identifies certain of its U.S. investors, if any, or (iii) the non-U.S. entity is otherwise exempt under FATCA.

Withholding under FATCA generally will apply to payments of dividends (including constructive dividends) on our common stock and Pre-Funded Warrants. While withholding under FATCA would have also applied to payments of gross proceeds from a sale or other disposition of the common stock or Pre-Funded Warrants, under proposed U.S. Treasury Regulations withholding on payments of gross proceeds is currently not required. Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued.

An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Under certain circumstances, a holder may be eligible for refunds or credits of the tax. Holders should consult their own tax advisors regarding the possible implications of FATCA on their investment in the common stock or Pre-Funded Warrants.

Federal Estate Tax

Common stock owned or treated as owned by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes and, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise. The foregoing may also apply to Pre-Funded Warrants. A Non-U.S. Holder should consult his, her, or its own tax advisor regarding the U.S. federal estate tax consequences of the ownership or disposition of shares of the common stock and Pre-Funded Warrants.

The preceding discussion of material U.S. federal tax considerations is for information only. It is not tax advice. Prospective investors should consult their own tax advisors regarding the particular U.S. federal, state, local and non-U.S. tax consequences of purchasing, holding and disposing of the common stock or Pre-Funded Warrants, including the consequences of any proposed changes in applicable laws.

PLAN OF DISTRIBUTION

~~Roth~~Each ~~Capital~~Selling ~~Partners,~~Stockholder ~~LLC~~of ~~has agreed to act as our exclusive Placement Agent in connection with this offering on a reasonable best efforts basis subject to~~ the ~~terms~~securities and ~~conditions~~any of ~~the~~its ~~placement agency agreement dated [●]~~pledgees, ~~2024.~~assignees ~~The~~and ~~Placement~~successors-in-interest ~~Agent is not purchasing or selling any of the securities offered by this prospectus~~may, ~~nor~~from istime ~~it required~~ to ~~arrange~~time, ~~for~~sell ~~the purchase and sale of~~ any ~~specific number~~ or ~~dollar~~all ~~amount~~ of ~~such~~their securities~~, other~~ ~~than~~covered tohereby ~~use~~on ~~its reasonable “best efforts” to arrange for~~ the NYSE ~~sale~~American ofor ~~such~~any ~~securities~~other bystock ~~us. Therefore~~exchange, wemarket ~~may~~or ~~not~~trading ~~sell all~~facility ofon which the securities ~~being~~are ~~offered~~traded ~~pursuant~~or toin ~~this~~private ~~prospectus~~transactions. ~~The~~These sales ~~securities~~may ~~will~~ be ~~offered~~ at a fixed ~~price~~or ~~and~~negotiated ~~are expected to be issued in a single closing~~prices. WeThe ~~will~~Selling ~~enter~~Stockholders ~~into~~may ause ~~securities~~any ~~purchase~~one ~~agreement~~or ~~directly~~more ~~with~~of ~~certain investors, at~~ the ~~investor’s option,~~following ~~who~~methods ~~purchase~~when ~~our~~selling securities ~~in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering.~~:

~~This~~· ~~offering~~ordinary ~~will~~brokerage ~~terminate no~~transactions ~~later~~and ~~than [●],~~transactions ~~2024,~~in ~~unless we decide to terminate the offering (~~which ~~we may do at any time in our discretion) prior to that date. We will have one closing for all~~ the ~~securities~~broker-dealer ~~purchased~~solicits in this offering. We will deliver the securities being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about [●], 2024.purchasers;

~~Fees~~· block trades in which the broker-dealer will attempt to sell the securities as agent but may position and ~~Expenses~~resell a portion of the block as principal to facilitate the transaction;

We· ~~have~~purchases ~~agreed~~by toa ~~pay~~broker-dealer ~~the~~as ~~Placement~~principal ~~Agent~~and anresale ~~aggregate fee equal to seven percent (7%) of the purchase price paid~~ by ~~all purchasers in this offering. In addition, we have agreed to reimburse~~ the ~~Placement~~broker-dealer ~~Agent~~ for its ~~legal fees in an amount up to $75,000.~~account;

We· ~~estimate~~an ~~the~~exchange ~~total~~distribution ~~expenses of this offering paid or payable by us, exclusive of the Placement Agent fee, will be approximately $[●]. After deducting the fees due to the Placement Agent and our estimated expenses~~ in ~~connection~~accordance with ~~this offering, we expect~~ the ~~net~~rules ~~proceeds from this offering will be approximately $[●] million (based on an assumed public offering price per share~~ of ~~Common Stock of $[●], which was~~ the ~~last~~applicable ~~reported sales price of the Common Stock on the NYSE American on September [●], 2024).~~ exchange;

~~The~~· ~~following~~privately ~~table~~negotiated ~~shows the per share and total cash fees we will pay to the Placement Agent in connection with the sale of the securities pursuant to this prospectus.~~transactions;

Per Share of Common Stock

Per Pre- Funded Warrant

Total

Offering price (1)

Placement Agent fees

Proceeds before expenses to us (2)

settlement of short sales;

~~(1)~~· Wein ~~have~~transactions ~~agreed~~through tobroker-dealers ~~pay~~that toagree with the ~~Placement~~Selling ~~Agent~~Stockholders ~~a cash fee equal~~ to ~~seven~~sell ~~percent~~a ~~(7%)~~specified number of ~~the~~such ~~aggregate~~securities ~~gross~~at ~~proceeds~~a ~~raised~~stipulated inprice ~~this~~per ~~offering.~~security;

~~(2)~~· ~~Does~~through ~~not~~the ~~include~~writing ~~proceeds~~or ~~from~~settlement ~~the~~of ~~exercise~~options ofor ~~the~~other ~~Pre-Funded~~hedging ~~Warrants~~transactions, ifwhether ~~any.~~through an options exchange or otherwise;

~~Placement~~· ~~Agent~~a ~~Warrants~~combination of any such methods of sale; or

~~The~~· ~~Placement~~any ~~Agent~~other ~~will~~method ~~receive~~permitted ~~warrants~~pursuant to ~~purchase up~~applicable to seven percent (7%) of the number of shares of Common Stock and Pre-Funded Warrants sold in the offering, which Placement Agent Warrants are exercisable at an exercise price equal to 125% of the public offering price with a term of five (5) yearslaw.

30The Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

~~Tail~~Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

WeIn ~~have~~connection ~~also~~with ~~agreed~~the tosale ~~pay~~of the ~~Placement~~securities ~~Agent~~or interests atherein, ~~tail~~the ~~fee~~Selling ~~equal~~Stockholders tomay enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ~~compensation~~securities in ~~this~~the ~~offering,~~course ifof ~~any~~hedging ~~investor,~~the ~~who~~positions ~~was~~they ~~introduced~~assume. The Selling Stockholders may also sell securities short and deliver these securities to usclose byout ~~the~~their ~~Placement~~short ~~Agent~~positions, or ~~who~~loan ~~had~~or ~~discussions~~pledge the securities to broker-dealers that orin ~~negotiations~~turn ~~regarding~~may asell ~~transaction~~these ~~with~~securities. usThe ~~during~~Selling ~~the~~Stockholders ~~term~~may ofalso ~~the~~enter ~~Placement~~into ~~Agent’s~~option ~~engagement,~~or ~~provides~~other ustransactions with ~~capital~~broker-dealers inor other ~~any~~financial ~~offering~~institutions ofor ~~our~~create ~~securities~~one ~~during~~or ~~the~~more ~~six~~derivative ~~(6)~~securities ~~month~~which ~~period~~require ~~following~~the ~~expiration~~delivery to such broker-dealer or ~~termination~~other financial institution of ~~our~~securities ~~engagement~~offered ofby ~~the~~this ~~Placement~~prospectus, which securities such broker-dealer or other financial institution may resell pursuant ~~Agent~~to this prospectus (as supplemented or amended to reflect such transaction).

~~Right of First Refusal~~20

~~Provided~~The ~~the~~Selling ~~Placement~~Stockholders ~~Agent~~and ~~secures~~any abroker-dealers ~~bona fide~~or ~~offer~~agents ~~from~~that anare ~~investor~~involved orin ~~investors~~selling ofthe atsecurities ~~least~~may $7be ~~million~~deemed into ~~the~~be ~~aggregate~~“underwriters” ~~related~~within tothe ~~this~~meaning ~~offering~~of ~~that~~the isSecurities Act ~~accepted~~in byconnection uswith insuch ~~our~~sales. ~~sole discretion,~~In ~~then~~such ~~during~~event, ~~the~~any ~~period~~commissions ofreceived ~~engagement~~by ofsuch ~~the~~broker-dealers ~~Placement~~or ~~Agent~~agents and ~~for~~any aprofit ~~period~~on the resale of ~~nine~~the ~~(9)~~securities ~~months~~purchased ~~thereafter~~by ifthem wemay ~~decide~~be ~~to use~~deemed ~~a placement agent~~ to ~~pursue~~be ~~any~~underwriting ~~private~~commissions ~~placement~~ or ~~any~~discounts ~~public~~under ~~offering~~the ofSecurities ~~debt,~~Act. ~~equity,~~Each ~~equity-linked~~Selling ~~or an at-the-market offering,~~Stockholders ~~then~~has weinformed ~~shall~~us ~~offer~~that ~~the~~it ~~Placement~~does ~~Agent~~not ~~the~~have ~~right~~any towritten ~~act~~or asoral ~~the~~agreement ~~exclusive~~or ~~placement~~understanding, ~~agent~~directly or ~~lead~~indirectly, ~~underwriter~~with ~~and~~any ~~sole~~person ~~book-runner,~~to asdistribute ~~applicable,~~the ~~for such offering~~securities.

~~Indemnification~~We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify the Investor against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We ~~have~~ agreed to ~~indemnify~~keep ~~the~~this ~~Placement~~prospectus ~~Agent~~effective until ~~and~~the ~~specified~~Investor ~~other~~does ~~persons~~not ~~against~~own ~~specified~~any ~~liabilities,~~Common ~~including~~Warrants ~~liabilities~~or ~~under~~Common ~~the~~Warrant ~~Securities Act~~Shares, ~~and~~as ~~to contribute to payments the Placement Agent may be required to make in respect thereof~~applicable.

~~Lock-Up~~Pursuant ~~Agreements~~to applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Our directors and officers have entered into lock-up agreements. Under these agreements, these individuals agreed, subject to specified exceptions, not to sell or transfer any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock during a period ending 90 days after the completion of this offering, without first obtaining the written consent of the Placement Agent. Specifically, these individuals agreed, in part, subject to certain exceptions, not to:21

· offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock; · enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock; or · make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any of our securities.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is VStock Transfer LLC.

Determination of Offering Price

Our Common Stock is currently listed on the NYSE American under the symbol “TOON.” On [●], 2024, the reported closing price per share of our Common Stock was $[●]. The final public offering price will be determined between us, the Placement Agent and the investors in the offering, and may be at a discount to the current market price of our Common Stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final public offering price. There is no established public trading market for the Pre-Funded Warrants, and we do not expect such markets to develop. In addition, we do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system.

No Sales of Similar Securities

We have agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock (or securities convertible into or exercisable for Common Stock) or, subject to certain exceptions, file any registration statement, including any amendments or supplements thereto (other than the registration statement or amendment to the registration statement relating to the securities offered hereunder and a registration statement on Form S-8), until 90 days after the completion of this offering. We have also agreed not to enter into a variable rate transaction (as defined in the securities purchase agreement) for six months after the completion of this offering.

Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement Agent acting as principal. Under these rules and regulations, the placement agents:

· may not engage in any stabilization activity in connection with our securities; and · may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the Placement Agent and the Placement Agent may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Placement Agent and should not be relied upon by investors.

Discretionary Accounts

The Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Other Activities and Relationships

The Placement Agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses, but have performed no such services for us or our affiliates prior to this offering.

In the ordinary course of its various business activities, the Placement Agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for its own account and for the accounts of its customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the Placement Agent or its affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the Common Stock offered hereby. Any such short positions could adversely affect future trading prices of the Common Stock offered hereby. The Placement Agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

LEGAL MATTERS

Blank Rome LLP, New York, New York ~~will~~is ~~pass upon~~representing ~~certain~~us ~~legal~~in ~~matters~~connection ~~relating~~with to the ~~sale~~offering. The validity of the ~~Pre-Funded~~shares ~~Warrants,~~of common stock offered hereby onwill ~~our~~be ~~behalf~~passed ~~and~~upon for us by Flangas Law Group, ~~Nevada~~Las ~~will pass~~Vegas, ~~on certain legal matters related to the issuance of the Common Stock and Pre-Funded Warrants offered hereby on our behalf~~Nevada.

Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel to the Placement Agent in connection with certain legal matters related to this offering.

EXPERTS

The consolidated financial statements of Kartoon Studios, Inc. as of December 31, 2024 and 2023, and for the ~~year~~years ended December 31, 2024 and 2023, incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of WithumSmith+Brown, PC, independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

Baker Tilly US, LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (which report expresses an unqualified opinion), which is incorporated by reference in this prospectus and elsewhere in this Registration Statement. Our financial statements are incorporated by reference in reliance on Baker Tilly US, LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement under the Securities Act for the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the securities offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Any statements made in this prospectus concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. We are subject to the information and periodic reporting requirements of the Exchange Act, and we file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available at the website of the SEC referred to above. We maintain a website at www.kartoonstudios.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

3322

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.

We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-37950):

· Our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024 filed with the SEC on ~~April~~March 931, ~~2024~~2025; · Our Quarterly Report on Form 10-Q for the ~~quarters~~quarter ended March 31, ~~2024~~2025 filed with the SEC on May 15, ~~2024~~2025; · Our Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2024~~2025 filed with the SEC on August 14, ~~2024.~~2025; · Our ~~Current~~Quarterly ~~Reports~~Report on Form 810-KQ ~~(other~~for ~~than~~the ~~information~~quarter ~~furnished~~ended ~~rather~~September ~~than~~30, ~~filed)~~2025 filed onwith ~~January~~the ~~30,~~SEC ~~2024,~~on ~~February~~November 1314, ~~2024,~~2025; as· ~~amended~~Our by Current ~~Report~~Reports on Form 8-K/A (other than information furnished rather than filed) filed on ~~February~~January 1321, ~~2024~~2025, ~~April~~March 911, ~~2024~~2025, ~~(Item~~May ~~4.02)~~16, ~~April~~2025, 19August 29, ~~2024~~2025, ~~April~~September 245, ~~2024~~2025, October 17, 2025 and ~~May~~October 2921, ~~2024~~2025; ~~and~~ · Our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders filed on April 53, 2025; and · The description of our common stock set forth in (i) our registration statement on Form 8-A12B, filed with the SEC on June 22, 2023 (File No. 001-37950) and (ii) Exhibit 4.2—Description of Securities of Kartoon Studios, Inc. to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior to the termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

We will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to:

Kartoon Studios, Inc.

190 N. Canon Drive, 4th Floor

Beverly Hills, CA 90210

Attn: Brian Parisi

You may also access these documents, free of charge, on the SEC’s website at www.sec.gov or on our website at www.kartoonstudios.com. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

In accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.

3423

Up10,596,262 ~~to [●]~~ Shares of Common Stock

Pre-Funded Warrants to Purchase Up to [●] Shares of Common Stock

Up to [●] Shares of Common Stock Underlying Pre-Funded Warrants

PROSPECTUS

~~Roth Capital Partners~~ , 2025

, 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses to be be paid by the registrant, other than any ~~Placement~~placement ~~Agent~~agent fees, in connection with the offering and sale of the shares of Common Stock ~~being~~ being registered. All amounts shown are estimates except for the SEC registration fee.

	Amount
SEC registration fee	$	1,204
FINRA filing fee		1,550
Accounting fees and expenses		30,000
Legal fees and expenses		275,000
Other miscellaneous expenses		17,246
Total expenses	$	325,000

	Amount
SEC registration fee	$	–
Accounting fees and expenses		–
Legal fees and expenses		–
Other miscellaneous expenses		–
Total expenses	$	–

Item 14. Indemnification of Directors and Officers.

The Nevada Revised Statutes provide that:

	·	a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful;
	·	a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
	·	to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

36II-1

The Nevada Revised Statutes provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

· by our stockholders; · by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; · if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; · if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or · by court order.

	·	by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
	·	if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
	·	if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
	·	by court order.

Item 15. Recent Sales of Unregistered Securities.

During the last three years, we have issued unregistered securities to the persons described below. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Regulation S thereof or Rule 506(b) of Regulation D thereunder as a transaction not involving a public offering other than exchanges of securities that were exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) and Section 3(a)(101s0). The recipients both had access, through their relationship with us, to information about us. All number and share prices have been adjusted for the 1-for-10 reverse stock split effected on February 10, 2023.

OnDuring the ~~October~~quarter 3ended June 30, 2023, we issued 1an aggregate of 404,~~683~~251 shares of Common Stock valued atbetween $1.3991 and $2.78 per share for production services.

OnDuring the ~~October~~quarter 16ended December 31, 2023, we issued 4an aggregate of 51,~~545~~447 shares of Common Stock valued atbetween $0.99 and $1.3264 per share for production services.

On ~~October~~ 23June 26, 2023, we entered into warrant exercise inducement offer letters (the “Letter Agreements”) with certain holders of the warrants issued by us in January 2021 that had an exercise price of $23.70 per share and were exercisable for an aggregate of 2,~~340~~311,550 shares of Common Stock (the “2021 Warrants”). Pursuant to the Letter Agreements, we and the exercising holders agreed that, subject to any applicable beneficial ownership limitations, the holders would exercise all of their 2021 Warrants for shares Common Stock at a reduced exercise price of $2.50 per share of Common Stock ~~valued~~in atexchange 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. We received approximately $15.008 million in gross proceeds recorded as an increase to Additional Paid-in Capital. The Special Equities Group, a division of Bradley Woods & Co. Ltd. (“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 Common Stock at $2.50 per share ~~for~~(the ~~production~~“SEG ~~services~~Warrants”).

~~On October 31, 2023, we issued 9,218 shares of Common Stock valued at $0.99 per share for production services.~~II-2

On ~~November~~ 6February 3, ~~2023~~2025, we issued 4126,~~239~~743 shares of ~~Common~~common ~~Stock~~stock valued at $10.1279 per share for ~~production~~charity ~~services~~event registration fee.

On ~~November~~ 15August 27, ~~2023~~2025, we ~~issued~~entered 5into a court- approved settlement agreement (the “Settlement Agreement”) under Section 3(a)(10) of the Securities Act of 1933 with a third-party to settle $1.8 million of outstanding accounts payable,~~505~~ in exchange for our issuance of 3,148,535 shares of Common Stock ~~valued~~(the at“Settlement Shares”). The Settlement Agreement became binding upon the parties on September 2, 2025, when the NYSE American approved the issuance of the Settlement Shares. Under the terms of the Settlement Agreement, the third-party makes payments to our vendors in cash and, in exchange, we issue shares of Common Stock to the third-party. The transaction was carried out in stages commencing September 2, 2025 and, as of November 13, 2025, we had completed the arrangement, settling a total of $1.098 ~~per~~million ~~share~~upon ~~for~~our ~~production~~issuance ~~services~~of an aggregate of 3,148,535 Settlement Shares.

On ~~November~~ 16October 22, ~~2023~~2025, pursuant to the terms of Purchase Agreement with the Investor, we issued: 2(i) in the October 2025 Registered Direct Offering,~~867~~ 3,000,000 shares of Common Stock and ~~valued~~Pre-Funded atWarrants to purchase up to 6,903,049 shares of Common Stock to the Investor; and (ii) in the October 2025 Private Placement, unregistered Common Warrants to purchase up to 9,903,049 shares of Common Stock, with an exercise price of $10.09738 per share. Each Share and privately placed Common Warrant was sold at a public offering price of $0.738, and each Pre-Funded Warrant and privately placed Common Warrant was sold at a public offering price of $0.737, for ~~production~~aggregate ~~services~~gross proceeds at closing of approximately $7.3 million, prior to deducting placement agent fees and other offering expenses. Dawson James acted as the exclusive placement agent on a “reasonable best efforts” basis, in connection with the October Offerings and received a cash fee of 7.0% of the aggregate gross proceeds paid to us for the securities sold in the October Offerings and reimbursement of certain out-of-pocket expenses of $75,000. Dawson James is also entitled to receive a cash fee of 7.0% of the gross proceeds received from the exercise of any Common Warrants. As additional compensation to Dawson James, in connection with the October Offerings, we issued to Dawson James and its designees, Placement Agent Warrants to purchase an aggregate of 693,213 Placement Agent Warrant Shares with substantially the same terms as the Common Warrants, except that they have an exercise price per share equal to $0.8118.

On November 20, 2023, we issued 4,263 shares of Common Stock valued at $1.09 per share for production services.

On November 30, 2023, we issued 5,563 shares of Common Stock valued at $1.64 per share for production services.

On December 1, 2023, we issued 2,792 shares of Common Stock valued at $1.64 per share for production services.

On December 15, 2023, we issued 8,432 shares of Common Stock valued at $1.52 per share for production services.

On May 17, 2023, we issued 450 shares of Common Stock valued at $2.78 per share for production services.

On May 24, 2023, we issued 490 shares of Common Stock valued at $2.55 per share for production services.

On June 6, 2023, we issued 400,000 shares of Common Stock valued at $2.47 per share for consulting services.

On June 12, 2023, we issued 1,037 shares of Common Stock valued at $2.41 per share for production services.

On June 27, 2023, we issued a total of 2,376,550 shares of Common Stock to existing institutional and accredited investors who exercised their outstanding common stock purchase warrants in connection with a warrant exchange. The exercising holders received new unregistered common stock purchase warrants to purchase up to 4,753,100 shares of common stock issued pursuant to the exercise of their warrants. The Special Equities Group, a division of Dawson James, acted as warrant solicitation agent and was issued unregistered common stock purchase warrants to purchase up to 166,359 shares of Common Stock.

On June 30, 2023, we issued 2,274 shares of Common Stock valued at $1.91 per share for production services.

On February 18, 2022, we issued 35,000 shares of Common Stock valued at $8.90 per share to a consultant for advisory services (such share number and price per share adjusted for .

On February 24, 2022, we issued 3,620 shares of Common Stock valued at $18.10 per share, which were held in escrow as part of the ChizComm acquisition.

On October 26, 2021, we and Wow Exchange Co. Inc. (formerly, 1326919 B.C. Ltd.), a corporation existing under the laws of the Province of British Columbia and, then, a wholly owned subsidiary of ours (“Purchaser” or “Exchangeco”), entered into an Arrangement Agreement (the “Arrangement Agreement”) to acquire all of the outstanding shares of Wow Unlimited Media Inc., a corporation existing under the laws of the Province of British Columbia (“Wow”) such that Exchangeco will own 100% of the shares of Wow (the “Arrangement”). Pursuant to the Arrangement Agreement, on April 6, 2022, we, through Exchangeco, acquired all of the shares of Wow not already owned by Genius for an aggregate purchase price, which included the issuance of 1,036,582 shares of Common Stock.

On October 27, 2021, we issued 1,761 shares of Common Stock valued at $15.90 per share for production services.

On December 1, 2021, we issued 228,127 shares of common stock valued at $14.90 as partial consideration for 3,000,000 shares in YFE.

Item 16. Exhibits and Financial Statement Schedules.

The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which immediately precedes the Signature Page and which Exhibit Index is hereby incorporated by reference.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(a)	The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

		(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the Securities Act;

		(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

~~(1) To file, during any period in which offers or sales are being made, a post~~II-~~effective amendment to this registration statement:~~3

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the Securities Act;

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)	That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post~~II-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and4

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement;

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)           That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

The following is a list of exhibits filed as a part of this registration statement:

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this registration statement.

1.1^	Form of Placement Agency Agreement
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 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 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 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 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 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 the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2019)
4.3	Form of Investor Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2019)
4.4	Form of Reload Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2019)
4.5	Form of New Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2021)
4.6	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)
4.7	Form of Indenture for Senior Debt Securities (incorporated by reference to Exhibit 4.4 to the Company’s Form S-3, filed with the SEC on December 22, 2023)
4.8	Form of Indenture for Subordinated Debt Securities (incorporated by reference to Exhibit 4.5 to the Company’s Form S-3, filed with the SEC on December 22, 2023)
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 April 19, 2024)
4.10	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)
4.11	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)
4.12	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)
4.13	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)

41II-5

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 April 19, 2024)
4.14	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 21, 2025)
4.10^	Form of Pre-Funded Warrant
4.15	Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 21, 2025)
4.11^	Form of Placement Agent Warrant
4.16	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 21, 2025)
5.1(a)^	Opinion of Flangas Law Group
5.1*	Opinion of Flangas Law Group
5.1(b)^	Opinion of Blank Rome LLP
10.1†	Form of Stock Option Grant Notice Pursuant to the Company's 2020 Incentive Plan (Incorporated by reference 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 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 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 the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2017)
10.5	Registration Rights Agreement dated August 17, 2018 (Incorporated by reference 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 ofamended ~~the~~and ~~Company~~restated March 21, 2024 (Incorporated by reference to Exhibit 99.1 the Company’s Form S-8 filed with the SEC on ~~November~~June 1611, ~~2020~~2024)
10.7†	Amended and Restated Employment Agreement between the Company and Michael Jaffa, dated November 7, 2020 (Incorporated by reference 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 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 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 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 ~~Wow~~the ~~Unlimited~~Company ~~Media Inc.~~ and ~~Michael~~Andrew ~~Hirsh~~Heyward dated ~~April~~August 725, 2022 (incorporated by reference to Exhibit 10.3435 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023)
10.16†	Amendment No. 42 to the Amended and Restated Employment Agreement between the Company and ~~Andrew~~Michael ~~Heyward~~Jaffa dated ~~August~~January 258, ~~2022~~2023 (incorporated by reference to Exhibit 10.3536 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023)
10.17†	Amendment No. 25 to the Amended and Restated Employment Agreement between the Company and ~~Michael~~Andrew ~~Jaffa~~Heyward dated ~~January~~February 827, 2023 (incorporated by reference to Exhibit 10.3637 to the Company's Annual Report on Form 10-K, filed with the SEC on April 13, 2023)
10.18†	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)
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	~~Form~~Termination of ~~Letter~~Lease Agreement, dated July 26, 2023 by and between Lyndhurst Investments, LLC. and Beacon Media Group (incorporated by reference to Exhibit 10.12 to the Company’s ~~Current Report on~~ Form 810-KQ, filed with the SEC on ~~June~~August 2714, 2023).
10.20†	Employment Agreement between Kartoon Studios, Inc. 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)

42II-6

10.20	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)
10.21†	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)
10.21†	Employment Agreement between Kartoon Studios, Inc. 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)
10.22	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)
10.22†*	Amendment No. 3 to the Amended and Restated Employment Agreement between the Company and Michael Jaffa dated November 13, 2023
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	~~Securities~~Placement ~~Purchase~~Agency Agreement, dated ~~April~~December 1816, 2024, by and between Kartoon Studios, Inc. and ~~each~~Roth ~~purchaser~~Capital ~~identified~~Partners, ~~therein~~LLC (incorporated by reference to Exhibit 101.1 to the Company’s Current Report on Form 8-K filed on ~~April~~December 2418, 2024)
10.25*	Form of Securities Purchase Agreement
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 (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
10.28†	Amendment No. 1 to the Amended and Restated 2020 Incentive Plan, effective December 12, 2024 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
10.29†	Amendment No. 2 to the Amended and Restated 2020 Incentive Plan, effective May 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 16, 2025)
10.30†	Employment Agreement between Kartoon Studios, Inc. and Andy Heyward, dated August 25, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 29, 2025)
10.31	The Agreement and Stipulation, dated as of August 27, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 5, 2025)
10.32	Form of Securities Purchase Agreement, dated as of October 20, 2025, by and between the Company and the purchaser listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2025)
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)
21.1	List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on ~~April~~March 931, ~~2024~~2025)
23.1*	Consent of WithumSmith+Brown, PC
23.2*	Consent of Baker Tilly US LLP
23.3*	Consent of Flangas Law Group (included in Exhibit 5.1)
23.3^	Consent of Flangas Law Group (included in Exhibit 5.1(a))
23.4^	Consent of Blank Rome LLP (included in Exhibit 5.1(b))
24.1*	Power of Attorney (included in signature page hereto)
107*	Filing Fee Table

__________

*Filed herewith.

^ To be filed by amendment.

† Management contract or compensatory plan or arrangement.

43II-7

SIGNATURES

Pursuant to the requirements of the Securities ~~Exchange~~ Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, in the City of Beverly Hills, State of California, on this ~~27th~~19th day of ~~September~~November, ~~2024~~2025.

	KARTOON STUDIOS, INC.

	By:	/s/ Andy Heyward
	Name:	Andy Heyward
	Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andy Heyward and Brian Parisi, each of them singly, as his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Andy Heyward	Chairman and Chief Executive Officer	~~September~~November 2719, ~~2024~~2025
Andy Heyward	(Principal Executive Officer)
/s/ Brian Parisi	Chief Financial Officer	~~September~~November 2719, ~~2024~~2025
Brian Parisi	(Principal Financial and Accounting Officer)
/s/ Joseph “Gray” Davis	Director	~~September~~November 2719, ~~2024~~2025
Joseph “Gray” Davis
/s/ Anthony Thomopoulos	Director	~~September~~November 2719, ~~2024~~2025
Anthony Thomopoulos
/s/ Margaret Loesch	Director	~~September~~November 2719, ~~2024~~2025
Margaret Loesch
/s/ Lynne Segall	Director	~~September~~November 2719, ~~2024~~2025
Lynne Segall
/s/Cynthia Turner-Graham	Director	~~September~~November 2719, ~~2024~~2025
Cynthia Turner-Graham
/s/ Stefan Piech	Director	September 27, 2024
/s/ Henry Sicignano III	Director	November 19, 2025
Stefan Piech
/s/ Henry Sicignano III	Director	September 27, 2024
Henry Sicignano III
/s/ Jeffrey Schlesinger	Director	November 19, 2025
Jeffrey Schlesinger

44S-1

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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Filing Compare · Kartoon Studios, Inc.