SEC Comment Letter for Kartoon Studios, Inc. (TOON) (CIK 0001355848) (TOON) — Oct 2, 2018
Kartoon Studios, Inc. (TOON) (CIK 0001355848)
Date: Oct. 2, 2018 · CIK: 0001355848 · Accession: 0000000000-18-031089
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-227349
Letter
October 2, 2018 Andy Heyward Chief Executive Officer Genius Brands International, Inc. 131 S. Rodeo Drive, Suite 250 Beverly Hills, CA 90212 Re:Genius Brands International, Inc. Registration Statement on Form S-3 Filed September 14, 2018 File No. 333-227349 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 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 comments. Registration Statement on Form S-3 General 1.Given the size of the offering relative to the number of shares held by non-affiliates and the nature of the offering, the transaction appears to be a primary offering. Please provide us with your legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act rather than a primary offering where the selling shareholders are actually underwriters selling on behalf of the issuer. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations. In addition, to the extent that the transaction
FirstName LastNameAndy Heyward Comapany NameGenius Brands International, Inc. October 2, 2018 Page 2 FirstName LastName Andy Heyward Genius Brands International, Inc. October 2, 2018 Page 2 is a primary offering, please tell us why you believe you are eligible to register this transaction as a primary offering on Form S-3 under either General Instruction I.B.1 or I.B.6 to Form S-3. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. 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 of the registration statement. Please contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant Director, at 202-551-3611 with any questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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October 2, 2018
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
131 S. Rodeo Drive, Suite 250
Beverly Hills, CA 90212
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed September 14, 2018
File No. 333-227349
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 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 comments.
Registration Statement on Form S-3
General
1.Given the size of the offering relative to the number of shares held by non-affiliates and
the nature of the offering, the transaction appears to be a primary offering. Please provide
us with your legal analysis as to why the transaction covered by the registration statement
should be regarded as a secondary offering that is eligible to be made on a delayed or
continuous basis under Rule 415(a)(1)(i) of the Securities Act rather than a primary
offering where the selling shareholders are actually underwriters selling on behalf of the
issuer. For guidance, please refer to Question 612.09 of the Securities Act Rules
Compliance and Disclosure Interpretations. In addition, to the extent that the transaction
FirstName LastNameAndy Heyward
Comapany NameGenius Brands International, Inc.
October 2, 2018 Page 2
FirstName LastName
Andy Heyward
Genius Brands International, Inc.
October 2, 2018
Page 2
is a primary offering, please tell us why you believe you are eligible to register this
transaction as a primary offering on Form S-3 under either General Instruction I.B.1 or
I.B.6 to Form S-3.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
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 of the registration
statement.
Please contact Sonia Bednarowski at 202-551-3666 or Anne Nguyen Parker, Assistant
Director, at 202-551-3611 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure