Item 3.03 Material Modification to Rights of Security Holders.

The information included in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2026, the Board of Directors (the "Board") of Kartoon Studios, Inc., a Nevada corporation (the "Company"), adopted a form of indemnification agreement (the "Indemnification Agreement"), which will provide the Company's directors and executive officers with, among other things, contractual rights to indemnification and expense advancement and reimbursement, to the fullest extent permitted by law. The Company intends to enter into an Indemnification Agreement with each of its current directors and executive officers. The indemnification rights provided pursuant to an Indemnification Agreement will not be exclusive of any other rights that an indemnified person will have under any statute, provision of the Company's articles of incorporation or bylaws, any agreement, or vote of stockholders or disinterested directors, or otherwise. This description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 1, 2026, the Board adopted a number of amendments (the "Bylaw Amendments") to its bylaws (the "Bylaws"), effective as of such date.

The following is a summary of the material changes to the Company's Bylaws effected by the Bylaw Amendments. This summary is qualified in its entirety by reference to the full text of the Bylaw Amendments, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Record Date Procedures. The Bylaw Amendments provide updated procedures for determining stockholders of record for meetings and distributions if no record date is fixed. In addition, the Bylaw Amendments eliminated the procedures for determining stockholders of record for actions by written consent as the Bylaw Amendments provide that stockholders cannot act by written consent and that all stockholder action must be taken at a duly called annual or special meeting. See "- No Action by Written Consent."

Special Meetings. The Bylaw Amendments clarify that special meetings of stockholders may be called only by a majority resolution of the Board and cannot be called or requested by stockholders. The Bylaw Amendments further provide that the Board may postpone, reschedule, or cancel any stockholders' meeting.

Stockholder List Inspection Rights. The Bylaw Amendments limit stockholder list inspection rights to stockholders who meet the requirements of Nevada Revised Statutes ("NRS") 78.105, including six months of continuous ownership or ownership of at least 5% of the outstanding shares. The Bylaw Amendments also provide that requesting stockholders must provide at least five days' advance notice together with a sworn affidavit, and the Company may charge reasonable costs for the inspection.

Conduct of Meetings. The Bylaw Amendments provide that the chairman or presiding officer of any stockholders meeting has broad authority to establish the rules of conduct for stockholders' meetings.