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SEC Comment Letter for Kartoon Studios, Inc. (TOON) (CIK 0001355848) (TOON) — Jan 9, 2018

Kartoon Studios, Inc. (TOON) (CIK 0001355848)
Date: Jan. 9, 2018 · CIK: 0001355848 · Accession: 0000000000-18-000713

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-221683

Date
January 4, 2018
Author
/s/ Laura Nicholson
Form
UPLOAD
Company
Kartoon Studios, Inc. (TOON) (CIK 0001355848)

Letter

Mail Stop 3561 January 4, 2018 Andy Heyward Chief Executive Officer Genius Brands International, Inc. 301 N. Canon Drive, Suite 305 Beverly Hill, CA 90210

Re: Genius Brands International, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 22, 2017 File No. 333-221683

Dear Mr. Heyward :

We have reviewed your amended registration statement and have the following 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 comments 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, we may have additional com ments. Unless we note otherwise, our references to prior comments are to comments in our December 12, 2017 letter.

Executive Compensation, page 36

1. Please update your executive and director compensation disclosure to provide the information called for by Item 402 of Regulation S -K for your fiscal year ended December 31, 2017. For guidance, refer to Question 117.05 of Regulation S -K Compliance and Disclosure Interpretations on our website.

Andy Heyward Genius Brands International, Inc. Janua ry 4, 2018 Page 2

Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3584 with any questions.

Sincerely,
/s/ Laura Nicholson

Show Raw Text
Mail Stop 3561
January 4, 2018

Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
301 N. Canon Drive, Suite 305
Beverly Hill, CA 90210

Re: Genius Brands International, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  December 22, 2017
  File No.  333-221683

Dear Mr. Heyward :

We have reviewed your amended registration statement and have the following
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 comments 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, we may have additional com ments.   Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2017 letter.

Executive Compensation, page 36

1. Please update your executive and director compensation disclosure to provide the
information called for by  Item 402 of Regulation S -K for your fiscal year ended
December 31, 2017.  For guidance, refer to Question 117.05 of Regulation S -K
Compliance and Disclosure Interpretations on our website.

Andy Heyward
Genius Brands International, Inc.
Janua ry 4, 2018
Page 2

 Please contact Sonia Bednarowski  at (202) 551 -3666  or me at  (202) 551 -3584 with any
questions.

Sincerely,

 /s/ Laura Nicholson

 Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc: Jeffrey P. Schultz, Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.