Kartoon Studios, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

(Exact Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

190 N. Canon Drive, 4th Floor

Beverly Hills, California 90210

April 3, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Kartoon Studios, Inc., a Nevada corporation (the “Company”), to be held at 10:00 a.m., Pacific Time, on Wednesday, May 14, 2025. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted solely by means of remote communication via a live webcast. For purposes of attendance at the Annual Meeting, all references in the accompanying proxy statement (the “Proxy Statement”) to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about the Company that you should consider when you vote your shares are described in the Proxy Statement.

At the Annual Meeting, we will ask stockholders to approve the following matters:

The board of directors recommends that you vote FOR each of the seven (7) director nominees and FOR the approval of each of the proposals.

i

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 3, 2025, we started mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Notice of Internet Availability also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either during the Annual Meeting or by proxy before the Annual Meeting. You may vote over the Internet or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the Notice of Internet Availability and the accompanying proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of the Company. We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Andy Heyward

Andy Heyward

Chairman and Chief Executive Officer

ii

**NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 14, 2025

Who May Vote

You may vote if you were the owner of shares of Common Stock at 5:00 p.m. Pacific Time on March 17, 2025 (the “Record Date”). A list of stockholders of record will be available during the Annual Meeting and the 10 days prior to the Annual Meeting at our principal executive offices located at 190 N. Canon Drive, 4th Floor, Beverly Hills, California 90210.

iii

All stockholders are cordially invited to attend the Annual Meeting. You can attend the Annual Meeting online and vote your shares during the online meeting. To be admitted to the Annual Meeting’s live webcast, you must register to attend the virtual meeting by 11:59 p.m., Eastern Time, on Tuesday, May 13, 2025, by visitingwww.proxyvote.com, entering your 16-digit control number as shown in the Notice of Internet Availability), your proxy card, or the voting instruction form, and selecting “Attend a Meeting.” You will receive a confirmation email with information on how to attend the Annual Meeting. On the day of the meeting, you will be able to participate in the Annual Meeting by visitingwww.virtualshareholdermeeting.com/TOON2025 and entering the same 16 digit control number you used to register and as shown in your confirmation email. Electronic entry to the Annual Meeting will begin at 9:45 a.m., Pacific Time, on the day of the meeting. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the virtual meeting page. For purposes of attendance at the Annual Meeting, all references in the Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability that you previously received and submit your proxy by the Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Annual Meeting.

By Order of the Board of Directors:

/s/ Michael Jaffa

Michael Jaffa

Corporate Secretary

**Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting:

The Proxy Statement is available atwww.proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your Notice of Internet Availability, proxy card or voting instruction form. On this website you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

iv

TABLE OF CONTENTS

v

190 N. Canon Drive, 4th Floor

Beverly Hills, CA 90210