SEC Comment Letter for Kartoon Studios, Inc. (TOON) (CIK 0001355848) (TOON) — Dec 6, 2016
Kartoon Studios, Inc. (TOON) (CIK 0001355848)
Date: Dec. 6, 2016 · CIK: 0001355848 · Accession: 0000000000-16-103713
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214805
Letter
Mail Stop 3561 December 6, 2016 Andrew Heyward Chief Executive Officer Genius Brands International, Inc. 301 N. Canon Drive, Suite 305 Beverly Hill s, CA 30210
Re: Genius Brands International, Inc. Registration Statement on Form S-3 Filed November 25, 2016 File No. 333-214805
Dear Mr. Heyward :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
Exhibit 5.1
1. We note the disclosure on page 20 of your registrati on statement and Section 13.05 of Exhibits 4.5 and 4.6 that the indenture s are to be governed by New York law. We also note that counsel has limited its op inion to Nevada law. As debt securities are contractual obligations, counsel must opine on the law of the jurisdiction governing the agreement s pursuant to which the debt securities are issued to determine whether or not it is an enforceable contract and, therefore, a binding obligation. Please have counsel revise its opinion to cover New York law or, alternatively, provide a separate New York law opinion with re spect to the indentures and debt securities. Refer to Section II.B.1.e of Stall Legal Bulletin No. 19 dated October 14, 2011 for further guidance.
We remind you that the company and its management are responsible for the accuracy and adequacy of their d isclosures, notwithstanding any review, comments, action or absence of action by the staff.
Andrew Heyward Genius Brands International, Inc. December 6, 2016 Page 2
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date o f the registration statement.
Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3469 with any questions.
Sincerely,
/s/ Justin Dobbie
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Mail Stop 3561 December 6, 2016 Andrew Heyward Chief Executive Officer Genius Brands International, Inc. 301 N. Canon Drive, Suite 305 Beverly Hill s, CA 30210 Re: Genius Brands International, Inc. Registration Statement on Form S-3 Filed November 25, 2016 File No. 333-214805 Dear Mr. Heyward : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Exhibit 5.1 1. We note the disclosure on page 20 of your registrati on statement and Section 13.05 of Exhibits 4.5 and 4.6 that the indenture s are to be governed by New York law. We also note that counsel has limited its op inion to Nevada law. As debt securities are contractual obligations, counsel must opine on the law of the jurisdiction governing the agreement s pursuant to which the debt securities are issued to determine whether or not it is an enforceable contract and, therefore, a binding obligation. Please have counsel revise its opinion to cover New York law or, alternatively, provide a separate New York law opinion with re spect to the indentures and debt securities. Refer to Section II.B.1.e of Stall Legal Bulletin No. 19 dated October 14, 2011 for further guidance. We remind you that the company and its management are responsible for the accuracy and adequacy of their d isclosures, notwithstanding any review, comments, action or absence of action by the staff. Andrew Heyward Genius Brands International, Inc. December 6, 2016 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date o f the registration statement. Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3469 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief Office of Transportation and Leisure cc: Kenneth R. Koch, Esq. Mintz , Levin, Cohn, Ferris, Glovsky and Popeo P.C.