UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, Funko, Inc. (the “Company”) is party to a Stockholder’s Agreement, dated May 3, 2022 (the “Stockholders Agreement”), with its largest stockholder, TCG Fuji 3.0, LP (“TCG”). The Stockholders Agreement provides that for as long as TCG, together with any affiliate of TCG to which TCG transfers the Company’s Class A common stock (collectively, “TCG Related Parties”), beneficially owns, directly or indirectly, in the aggregate, 22% or more of all issued and outstanding shares of the Company’s Class A common stock (assuming that all outstanding common units in the Company’s subsidiary, Funko Acquisition Holdings, L.L.C., are redeemed for newly issued shares of Class A common stock on a one-for-one basis), the Company will not take certain actions, including making certain issuances of capital stock, without the prior written approval of TCG (such rights, the “Consent Rights”).
On August 14, 2025, in connection with potential future sales under at-the-market offerings pursuant to which the Company may issue and sell shares of Class A common stock from time to time and for which TCG has a Consent Right, the Company and TCG entered into an amendment to the Stockholders Agreement (the “Amendment”) to provide that the 22% beneficial ownership threshold as described above for the TCG Related Parties to retain the Consent Rights will exclude up to $40 million of shares of Class A common stock issued by the Company in at-the-market offerings.
The foregoing description of the Amendment does not purport to be a complete description, and is subject to and qualified in its entirety by reference to the full text of the Amendment which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit |
Description | |
| 10.1 | Amendment to Stockholder’s Agreement, between the Company and TCG Fuji 3.0, LP, dated August 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 15, 2025 | FUNKO, INC. | ||||||
| By: | /s/ Tracy D. Daw | |||||||
| Tracy D. Daw | ||||||||
| Chief Legal Officer and Secretary | ||||||||