SEC Company Response from Kartoon Studios, Inc. (TOON) (CIK 0001355848) (TOON) — Dec 7, 2016
Kartoon Studios, Inc. (TOON) (CIK 0001355848)
Date: Dec. 7, 2016 · CIK: 0001355848 · Accession: 0001683168-16-000877
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214805
Referenced dates: December 6, 2016
Letter
Jeffrey Schultz | 212 692 6732 | jschultz@mintz.com
Chrysler Center
666 Third Avenue
New York, NY 10017
212-935-3000
212-983-3115 fax
www.mintz.com
December 7, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Justin Dobbie and Sonia Bednarowski
Re: Genius Brands International, Inc.
Registration Statement on Form S-3
Filed November 25, 2016
File No. 333-214805
Ladies and Gentlemen:
We are submitting this letter on behalf of Genius Brands International, Inc. (the “Company”) in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated December 6, 2016 (the “Comment Letter”) from Justin Dobbie, Legal Branch Chief, to Andrew Heyward, the Company’s Chief Executive Officer, relating to the above-referenced registration statement on Form S-3 of the Company filed with the Commission on November 25, 2016 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”).
For convenient reference, we have set forth below in italics the Staff’s comment set forth in the Comment Letter and have keyed the Company’s response to the numbering of the comment and the heading used in the Comment Letter.
Exhibit 5.1
1. We note the disclosure on page 20 of your registration statement and Section 13.05 of Exhibits 4.5 and 4.6 that the indentures are to be governed by New York law. We also note that counsel has limited its opinion to Nevada law. As debt securities are contractual obligations, counsel must opine on the law of the jurisdiction governing the agreements 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 respect 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.
Response: In response to the Staff’s comment, we have revised our Exhibit 5.1 opinion to cover New York law and have filed it as an exhibit to Amendment No. 1.
* * * * *
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston | London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington
We hope that the above response will be acceptable to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments or questions regarding Amendment No. 1 and this letter. We thank you for your time and attention.
Sincerely,
/s/ Jeffrey Schultz
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filename1.htm
Jeffrey Schultz | 212 692 6732
| jschultz@mintz.com
Chrysler Center
666 Third Avenue
New York, NY 10017
212-935-3000
212-983-3115 fax
www.mintz.com
December 7, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Justin Dobbie and Sonia Bednarowski
Re: Genius Brands International, Inc.
Registration Statement on Form S-3
Filed November 25, 2016
File No. 333-214805
Ladies and Gentlemen:
We are submitting
this letter on behalf of Genius Brands International, Inc. (the “Company”) in response to a comment from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter dated December 6, 2016 (the “Comment Letter”) from Justin Dobbie, Legal Branch Chief, to Andrew Heyward,
the Company’s Chief Executive Officer, relating to the above-referenced registration statement on Form S-3 of the Company
filed with the Commission on November 25, 2016 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”).
For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comment and the heading used in the Comment Letter.
Exhibit 5.1
1. We note the disclosure on page 20 of your registration statement and Section 13.05 of Exhibits
4.5 and 4.6 that the indentures are to be governed by New York law. We also note that counsel has limited its opinion to Nevada
law. As debt securities are contractual obligations, counsel must opine on the law of the jurisdiction governing the agreements
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 respect 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.
Response: In response
to the Staff’s comment, we have revised our Exhibit 5.1 opinion to cover New York law and have filed it as an exhibit to
Amendment No. 1.
* * * * *
Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.
Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington
1
We hope that the above response will be acceptable
to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments or questions regarding
Amendment No. 1 and this letter. We thank you for your time and attention.
Sincerely,
/s/ Jeffrey Schultz
Jeffrey Schultz
cc: Securities and Exchange Commission
Justin Dobbie, Legal Branch Chief
Sonia Bednarowski
Genius Brands International, Inc.
Andrew Heyward, Chief Executive Officer
Rebecca D. Hershinger, Chief Financial Officer
Gregory B. Payne, Executive Vice President – Legal/Business
Affairs
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Kenneth R. Koch, Esq.
2