Kartoon Studios, Inc.

As filed with the Securities and Exchange Commission on November 19, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KARTOON STUDIOS, INC.

(Exact name of registrant as specified in its charter)

190 N. Canon Drive, 4th Floor

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, 4 th Floor

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

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 preliminary prospectus is not complete and may be changed. The Selling Stockholders may not sell 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 we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Kartoon Studios, Inc.

10,596,262 Shares of Common Stock

This prospectus relates to the 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. by the selling stockholders identified in this prospectus, including their pledgees, assignees, donees, transferees or their respective successors-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 filing this registration statement on Form S-1 (the “Resale Registration Statement”), of which this prospectus forms a part, to fulfill our contractual obligations with the Investor to provide for the registration of the resale of the Common Warrant Shares by the Investor, as well as to provide for the registration of the resale of the Placement Agent Warrant Shares by Dawson James and its designees. See “Selling Stockholders” beginning on page 17 of this prospectus for more information about the Selling Stockholders. The registration of the shares of Common Stock to which this prospectus relates does not require the Selling Stockholders to sell any of their shares of our Common Stock.

We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale or other disposition of the Warrant Shares covered hereby. However, we will receive the proceeds from any exercise of the Warrants for cash. See “Use of Proceeds” beginning on page 11 of this prospectus.

The Selling Stockholders identified in this prospectus, or their pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sell through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution” beginning on page 20 of this prospectus for more information about how the Selling Stockholders may sell their respective shares of Common Stock. The Selling Stockholders may be deemed “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

We have agreed pursuant to the Purchase Agreement to bear all of the expenses in connection with the registration of the Common Warrant Shares pursuant to this prospectus and we will also bear all of the expenses in connection with the registration of the Placement Agent Warrant Shares. The Selling Stockholders will pay or assume all commissions, discounts, fees of underwriters, agents, selling brokers or dealer managers and similar expenses, if any, attributable to their respective sales of the Warrant Shares.

Our Common Stock is listed on the NYSE American, LLC (the “NYSE American”) under the symbol “TOON”. On November 17, 2025, the last reported sale price of our Common Stock on the NYSE American was $0.631 per share. There is no established public trading market for any of the Warrants and we do not expect a market to develop.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus, as described beginning on page 7of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2025

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