Filing Details
- Accession Number:
- 0001213900-20-018825
- Form Type:
- 13G Filing
- Publication Date:
- 2020-07-28 12:31:49
- Filed By:
- Brio Capital Master Fund Ltd.
- Company:
- Kartoon Studios Inc. (NASDAQ:TOON)
- Filing Date:
- 2020-07-28
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Brio Capital Master Fund Ltd | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Brio Capital Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Brio Select Opportunities Fund | 0 | 0 | 0 | 0 | 0 | 0.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
| GENIUS BRANDS INTERNATIONAL, INC. |
| (Name of Issuer) |
| COMMON STOCK, $0.001 PAR VALUE |
| (Title of Class of Securities) |
| 37229T103 |
| (CUSIP Number) |
| July 22, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 37229T103
| ||
| 1. | Names of Reporting Persons
Brio Capital Master Fund Ltd.
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Cayman Islands | |
| Number of Shares Beneficially Owned By Each Reporting Person With: | 5. | Sole Voting Power
0 shares of common stock(1)
|
| 6. | Shared Voting Power
0
| |
| 7. | Sole Dispositive Power
0 shares of common stock(1)
| |
| 8. | Shared Dispositive Power
0
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock(1)
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |
| 11. | Percent of Class Represented by Amount in Row (9)
0.0%
| |
| 12. | Type of Reporting Person (See Instructions)
CO
|
(1) Brio Capital Management LLC is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by the Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd.
| CUSIP No. 37229T103
| ||
| 1. | Names of Reporting Persons
Brio Capital Management LLC
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned By Each Reporting Person With: | 5. | Sole Voting Power
0 shares of common stock(1)
|
| 6. | Shared Voting Power
0
| |
| 7. | Sole Dispositive Power
0 shares of common stock(1)
| |
| 8. | Shared Dispositive Power
0
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock(1)
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |
| 11. | Percent of Class Represented by Amount in Row (9)
0.0%
| |
| 12. | Type of Reporting Person (See Instructions)
CO
|
(1) Brio Capital Management LLC is the investment manager
of Brio Capital Master Fund Ltd. And Brio Select Opportunities Fund, LP and has the voting and investment discretion over securities
held by Brio Capital Master Fund Ltd. and Brio Select Opportunities Fund, LP. Shaye Hirsch, in his capacity as Managing Member
of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity
as the investment manager of Brio Capital Master Fund Ltd. and Brio Select Opportunities Fund, LP.
| CUSIP No. 37229T103
| ||
| 1. | Names of Reporting Persons
Brio Select Opportunities Fund, LP
| |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned By Each Reporting Person With: | 5. | Sole Voting Power
0 shares of common stock(1)
|
| 6. | Shared Voting Power
0
| |
| 7. | Sole Dispositive Power
0 shares of common stock(1)
| |
| 8. | Shared Dispositive Power
0
|
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock(1)
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |
| 11. | Percent of Class Represented by Amount in Row (9)
0.0%
| |
| 12. | Type of Reporting Person (See Instructions)
CO
|
(1) Brio Capital Management LLC is the investment manager of Brio Select Opportunities Fund, LP and has the voting and investment discretion over securities held by the Brio Select Opportunities Fund, LP. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Select Opportunities Fund, LP.
| Item 1(a). | Name of Issuer |
| Genius Brands International, Inc. | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
| 301 North Canon Drive, Suite 305, Beverly Hills, CA 90210 | |
| Item 2(a). | Names of Person Filing |
| Brio Capital Management LLC, Brio Capital Master Fund Ltd. and Brio Select Opportunities Fund, LP | |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570. | |
| Item 2(c). | Citizenship |
| Brio Capital Management LLC is a Delaware Limited Liability Company. Brio Capital Master Fund Ltd. is a Cayman Islands Exempted Company. Brio Select Opportunities Fund, LP is a Delaware Limited Partnership. | |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.001 par value | |
| Item 2(e). | CUSIP Number |
| 37229T103 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ¨ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ¨ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ¨ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ¨ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ¨ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ¨ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ¨ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | |
| ¨ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| ¨ | (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| ¨ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
|
Item 4.
|
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the respective cover pages and is incorporated herein by reference.
|
| Item 5. | Ownership of Five Percent or Less of a Class |
| Reporting Persons own less than 5%. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: July 28, 2020
| Brio Capital Management LLC, a Delaware Limited Liability Company | ||
| By: | /s/ Shaye Hirsch | |
| Name: Shaye Hirsch | ||
| Title: Managing Member | ||
| Brio Capital Master Fund Ltd., a Cayman Islands Exempted Company | ||
| By: Brio Capital Management LLC, its Investment Manager | ||
| By: | /s/ Shaye Hirsch | |
| Name: Shaye Hirsch | ||
| Title: Managing Member | ||
| Brio Select Opportunities Fund, LP, a Delaware Limited Partnership | ||
| By: Brio Select Opportunities GP LLC, its General Partner | ||
| By: | /s/ Shaye Hirsch | |
| Name: Shaye Hirsch | ||
| Title: Managing Member | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)