Kartoon Studios Inc

FORM 10-K

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis and Results of Operation) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations thereof are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements. These statements include, among other things, statements regarding:

•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 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

•Other risks and uncertainties, including those listed in Item 1A, “Risk Factors”

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” in Item 1A. below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”) and our electronic filings with the SEC (including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to these reports) are available free of charge on the SEC’s website athttp://www.sec.gov.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.