S-3 1 jakks3102725.htm FORM S-3

As filed with the Securities and Exchange Commission on October 28, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JAKKS PACIFIC, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-4527222
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2951 28^th Street

Santa Monica, California 90405 (424) 268-9444

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen G. Berman

Chief Executive Officer

2951 28^th Street

Santa Monica, California 90405 (424) 268-9444

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Irving Rothstein, Esq.

Feder Kaszovitz LLP

845 Third Avenue, 11^th Floor

New York, New York 10022

(212) 888-8200

Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement, as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐	Smaller Reporting Company ☒

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

NOTE #1:

This Registration Statement contains two prospectuses:

	●	a base prospectus which covers the offering, issuance and sale by us of up to $150,000,000 in the aggregate of the securities identified herein from time to time in one or more offerings, including the at-the-market offering as described below; and

	●	a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $75,000,000 of our common stock that may be issued and sold under an At Market Issuance Sales Agreement, dated October 20, 2022, as amended to date, between us and B. Riley Securities, Inc., as sales agent.

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The sales agreement prospectus immediately follows the base prospectus. The $75,000,000 of common stock that may be offered, issued and sold under the sales agreement prospectus is included in the $150,000,000 of securities that may be offered, issued and sold by us under the base prospectus. Upon termination of the sales agreement with B. Riley Securities, Inc., any portion of the $75,000,000 included in the sales agreement prospectus will be available for sale in other offerings pursuant to the base prospectus. If no shares of common stock are sold under the sales agreement prospectus, the full $150,000,000 of securities may be sold in other offerings pursuant to the base prospectus and an accompanying prospectus supplement to be filed in connection with such offering.

Note #2:

This Registration Statement is being filed in order to rollover the securities registered on a Registration Statement on Form S-3 filed on October 20, 2022 and declared effective on October 28, 2022 (Reg. No. 333-267958). No securities from that prior filing were issued.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 28, 2025

PROSPECTUS

$150,000,000

JAKKS PACIFIC, INC.

COMMON STOCK

PREFERRED STOCK

DEBT SECURITIES

WARRANTS

RIGHTS

UNITS

By this prospectus and an accompanying prospectus supplement, we may from time to time offer and sell, in one or more offerings, up to $150,000,000 of our securities in amounts, at prices and on terms that we will determine at the time of the offering.

We will provide you with more specific terms of these securities in one or more supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest. These supplements may also add, update or change information contained in this prospectus. To understand the terms of the securities offered, you should carefully read this prospectus with the applicable supplements, which together provide the specific terms of the securities being offered

We may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of the offering. We may offer and sell these securities to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in the applicable prospectus supplement.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “JAKK”. On October 24, 2025, the closing price of our common stock was $19.34 per share.

Investing in our securities involves risk. See the section entitled “Risk Factors” on page 6 in this prospectus and the risk factors that may be included in the applicable prospectus supplement and in our periodic reports and other documents we file with the Securities and Exchange Commission that are incorporated by reference herein for a discussion of factors you should consider before buying our securities.

These securities are not deposits or obligations of a bank or savings association and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated October 28, 2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
AVAILABLE INFORMATION		2
INFORMATION INCORPORATED BY REFERENCE		3
THE COMPANY		4
RISK FACTORS		6
USE OF PROCEEDS		6
DESCRIPTION OF CAPITAL STOCK		7
DESCRIPTION OF PREFERRED STOCK		9
DESCRIPTION OF DEBT SECURITIES		10
DESCRIPTION OF WARRANTS		22
DESCRIPTION OF RIGHTS		24
DESCRIPTION OF UNITS		25
PLAN OF DISTRIBUTION		25
LEGAL MATTERS		28
EXPERTS		28

	●	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

	●	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

	●	Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

	●	Our Current Reports on Form 8-K filed on February 20, 2025, March 28, 2025, April 29, 2025, June 20, 2025, June 25, 2025 and July 25, 2025.

	●	The description of our common stock contained in our Registration Statement on Form 8-A (File No. 0-28104), filed March 29, 1996, and as incorporated therein by reference to our Registration Statement on Form SB-2 (Reg. No. 333-2048-LA).

	●	Action figures and accessories, including licensed characters based on the Nintendo®, Sonic the Hedgehog®, The SimpsonsTM and Apex Legends® franchises and our own proprietary brands including Creepy Crawlers®;

	●	Toy vehicles, including Xtreme Power Dozer®, Xtreme Power Dump Truck®, XPV®, Road Champs®, Fly Wheels® and AirTitans® inflatable remote-control dinosaur;

	●	Dolls and accessories, including small dolls, large dolls, fashion dolls and baby dolls based on licenses, including Disney Wish®, Disney Encanto®, Disney Moana 2, Disney ILY 4EVER™, Disney Frozen®, Disney Princess® and Minnie Mouse®, and infant and pre-school toys based on TV shows like PBS’s Daniel Tiger’s Neighborhood® as well as in-house brands such as Perfectly Cute® and collectable plush Ami Amis®;

	●	Private label products developed exclusively for certain retail customers in various product categories;

	●	Foot-to-floor ride-on products, including those based on BBC’s Bluey, Fisher-Price®, Nickelodeon®, and Hasbro® licenses and inflatable play environments, tents and wagons;

	●	Role play, dress-up, pretend play and novelty products for boys and girls based on well-known brands and entertainment properties such as Disney Frozen®, Black & Decker®, Disney Princess®, and Disney Encanto®, as well as those based on our own proprietary brands;

	●	Indoor and outdoor kids’ furniture, activity trays and tables and room décor, seasonal and outdoor products, including those based on Disney® characters, Nickelodeon® and Hasbro® licenses;

	●	Halloween and everyday costumes for children and in some cases teens and adults based on licensed and proprietary non-licensed brands, including Super Mario Bros.®, Microsoft’s Halo®, Disney-Pixar Toy Story®, Harry Potter®, Minions®, Sesame Street®, Power Rangers®¸ PokemonTM, Hasbro® brands, Universal’s WickedTM and Disney Frozen®, Disney Princess® and related Halloween accessories;

	●	Outdoor activity toys including ReDo Skateboard Co.® and junior sports toys including Sky Ball® hyper-charged balls, SportsZone™ sport sets and Wave Hoop® toy hoops marketed under our Maui® brand; and

	●	Board games under the brand JAKKS Wild Games®, including Temple Raider®, K.O. Corral® and Galactic JAXX™.

		We continually review the marketplace to identify and evaluate popular and evergreen brands and product categories that we believe have the potential for growth. We endeavor to generate growth within these lines by:

	●	creating innovative products under our established licenses and brand names;

	●	adding new items to the branded product lines that we expect will enjoy greater popularity;

	●	infusing innovation and technology when appropriate to make products more appealing to today’s kids; and

	●	expanding our international product offering either sold directly to retailers or via third-party distributors.

	●	prior to the date the interested stockholder obtained such status, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

	●	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

	●	on or subsequent to such date, the business combination is approved by the Board of Directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

	●	the title of the debt securities of the series;

	●	the price or prices (expressed as a percentage of the principal amount thereof) at which debt securities of the series will be issued;

	●	any limit on the aggregate principal amount of that series of debt securities;

	●	whether such securities rank as senior debt securities, senior subordinated debt securities or subordinated debt securities;

	●	the terms and conditions, if any, upon which the debt securities of the series shall be exchanged for or converted into other of our securities or securities of another person;

	●	if the debt securities of the series will be secured by any collateral and, if so, a general description of the collateral and the terms and provisions of such collateral security, pledge or other agreements;

	●	the date or dates on which we will pay the principal of the debt securities of the series;

	●	the rate or rates, which may be fixed or variable, at which debt securities of the series will bear interest, if any, or the method or methods, if applicable, used to determine those rates, the date or dates, if any, from which interest on the debt securities of the series will begin to accrue, or the method or methods, if any, used to determine those dates, the dates on which the interest, if any, on the debt securities of the series will be payable and the record dates for the payment of interest;

	●	the manner in which the amounts of payment of principal of or interest, if any, of the debt securities of the series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a currency exchange rate, commodity, commodity index, stock exchange index or financial index;

	●	if other than the corporate trust office of the Trustee, the place or places where amounts due on the debt securities of the series will be payable and where the debt securities of the series may be surrendered for registration of transfer and exchange and where notices and demands to or upon us in respect of the debt securities of the series may be served, and the method of such payment, if by wire transfer, mail or other means;

	●	if applicable, the period or periods within which, and the terms and conditions upon which, we may, at our option, redeem debt securities of the series;

	●	the terms and conditions, if applicable, upon which the holders of debt securities may require us to repurchase or redeem debt securities of the series at the option of the holders of debt securities of the series;

	●	the provisions, terms and conditions, if any, with respect to any sinking fund or analogous provision;

	●	the authorized denominations in which the debt securities of the series will be issued, if other than denominations of $1,000 and any integral multiples of $1,000 in excess thereof;

	●	whether the debt securities of the series are to be issuable, in whole or in part, in bearer form (“bearer debt securities”);

	●	whether any fully regulated debt securities of the series will be issued in temporary or permanent global form (“global debt securities”) and, if so, the identity of the depositary for the global debt securities if other than The Depository Trust Company (“DTC”);

	●	any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;

	●	the trustee for the debt securities;

	●	the portion of the principal amount of the debt securities of the series which will be payable upon acceleration of maturity, if other than the full principal amount;

	●	any addition to, or modification or deletion of, any covenant described in this prospectus or in the Indenture;

	●	any events of default, if not otherwise described below under “—Events of Default” and any change to the right of the holders to declare the principal of any debt securities due and payable;

	●	if other than U.S. dollars, the currency, currencies or currency units of denomination of the debt securities of the series, which may be any foreign currency, and if such currency denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

	●	if other than U.S. dollars, the currency, currencies or currency units in which the purchase price for the debt securities of the series will be payable, in which payments of principal and, if applicable, premium or interest on the debt securities of the series will be payable, and, if necessary, the manner in which the exchange rate with respect to such payments will be determined;

	●	any listing of the debt securities on any securities exchange;

	●	any additions or deletions to the defeasance or the satisfaction and discharge provisions set forth herein;

	●	if and under what circumstances we will pay additional amounts (“Additional Amounts”) on the debt securities of the series in respect of specified taxes, assessments or other governmental charges and, if so, whether we will have the option to redeem the debt securities of the series rather than pay the Additional Amounts;

	●	the priority and kind of any lien securing the debt securities and a brief identification of the principal properties subject to such lien;

	●	additions or deletions to or changes in the provisions relating to modification of the Indenture set forth herein; and

	●	any other terms of the debt securities of the series (whether or not such other terms are consistent or inconsistent with any other terms of the Indenture).

	●	issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any mailing of a notice of a redemption for the debt securities of that series selected for redemption and ending at the close of business on the day of such mailing; or

	●	register the transfer of or exchange any debt security, or portion of any debt security, selected for redemption, except the unredeemed portion of any registered debt security being redeemed in part.

	●	a limited-purpose trust company organized under the New York Banking Law;

	●	a “banking organization” within the meaning of the New York Banking Law;

	●	a member of the Federal Reserve System;

	●	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

	●	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

	●	DTC notifies us that it is unwilling or unable to continue as a depositary for the global debt securities of any series, or if at any time DTC ceases to be a clearing agency registered under the Exchange Act (if so required by applicable law or regulation) and a successor depositary for the debt securities of such series is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be, we determine, in our sole discretion, not to have the debt securities of any series represented by one or more global debt securities, or

	●	an event of default under the Indenture has occurred and is continuing with respect to the debt securities of any series.

	●	we shall be the continuing entity or the resulting, surviving or transferee person shall (i) be a corporation, partnership, limited liability company, trust or other entity organized and validly existing under the laws of any domestic or foreign jurisdiction and (ii) shall expressly assume by supplemental indenture reasonably satisfactory in form to the Trustee all of our obligations under the debt securities and the Indenture (including, without limitation, the obligation to convert or exchange any debt securities that are convertible into or exchangeable for other securities or property in accordance with the provisions of such debt securities and the Indenture);

	●	immediately after giving effect to a transaction described above, no event of default under the Indenture, and no event which, after notice or lapse of time or both would become an event of default under the Indenture, shall exist; and

	●	the Trustee shall have received the officers’ certificate and opinion of counsel called for by the Indenture.

	●	default in payment of any interest on, or any Additional Amounts payable in respect of, any of the debt securities of a series when due and payable, and continuance of such default for a period of 30 days;

	●	default in payment of any principal of, or premium, if any, on, or any Additional Amounts, if any, payable in respect of any principal of or premium, if any, on, any of the debt securities of a series when due (whether at maturity, upon redemption, upon repayment or repurchase at the option of the holder or otherwise and whether payable in cash or common shares or other securities or property);

	●	default in the performance or breach of any covenant (other than those events defaults referenced in the first and second bullet points above) for the benefit of the holders of the debt securities of a series for 90 days after receipt of written notice of such default given by the Trustee or holders of not less than 25% in principal amount of the debt securities of such series;

	●	specified events of bankruptcy, insolvency or reorganization with respect to us; or

	●	any other event of default established for the debt securities of that series.

	●	the holder gives written notice to the Trustee of a continuing event of default with respect to the debt securities of such series;

	●	the holders of more than 25% in aggregate principal amount of the outstanding debt securities of such series make a written request to the Trustee to institute proceedings in respect of such event of default;

	●	the holder or holders offer to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, fees and expenses and liabilities to be incurred in compliance with such request;

	●	the Trustee for 90 days after its receipt of such notice, request and offer of indemnity fails to institute any such proceeding; and

	●	no direction inconsistent with such written request is given to the Trustee during such 90 day period by the holders of a majority of the aggregate principal amount of the then outstanding debt securities of such series.

	●	change the amount of debt securities of any series issued under the Indenture whose holders must consent to any amendment, supplement or waiver;

	●	reduce the rate of or extend the time for payment of interest (including default interest) on any debt securities issued under the Indenture;

	●	reduce the principal or change the stated maturity of the principal of, or postpone the date fixed for, the payment of any sinking fund or analogous obligations with respect to any debt securities issued under the Indenture;

	●	reduce the amount of principal of any original issue discount securities that would be due and payable upon an acceleration of the maturity thereof;

	●	waive any default or event of default in the payment of the principal of or interest, if any, on any debt securities (except a rescission of acceleration of the debt securities by the holders of at least a majority in principal amount of the outstanding series of such debt securities and a waiver of the payment default that resulted from such acceleration);

	●	change any place where or the currency in which debt securities are payable;

	●	make any changes to the provisions of the Indenture relating to waivers of past defaults, rights of holders of debt securities to receive payment or limitations on amendments to the Indenture without the consent of all holders; or

	●	waive any redemption payment with respect to a debt security of such series;

	●	to cure any ambiguity, defect or inconsistency;

	●	to provide for uncertificated debt securities in addition to or in place of certificated debt securities;

	●	to evidence the succession of another person to us under the Indenture and the assumption by that successor of our covenants, contained in the Indenture and in the debt securities;

	●	to add any additional events of default with respect to all or any series of debt securities;

	●	to secure the debt securities of any series pursuant to the requirements of any covenant on liens in respect of such series or otherwise;

	●	to change or eliminate any provision of the Indenture, or to add any new provisions to the Indenture, provided that any such change, elimination or addition (A) shall (i) not apply to any debt securities outstanding on the date of such supplemental indenture or (ii) modify the rights of the holder of any debt security with respect to such provision in effect prior to the date of such supplemental indenture or (B) shall become effective only when no debt security of such series remains outstanding;

	●	to make any change that would provide additional rights or benefits to holders of the debt securities of such series or that does not adversely affect the holders’ rights under the Indenture in any material respect;

	●	to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA;

	●	to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the Indenture;

	●	to evidence and provide for the acceptance of the appointment of a successor trustee in respect of the debt securities of one or more series or to add to or change any of the provisions of the Indenture as are necessary to provide for or facilitate the administration of the Indenture by more than one trustee;

	●	to add additional guarantors or obligors under the Indenture; or

	●	to conform any provision of the Indenture or any debt securities or security documents to the description thereof reflected in any prospectus (including this prospectus), accompanying prospectus supplement, offering memorandum or similar offering document used in connection with the initial offering or sale of such debt securities to the extent that such description was intended to be a verbatim recitation of a provision of the Indenture, the debt securities or security documents.

	●	rights of holders of outstanding debt securities of such series to receive payments in respect of the principal of and interest, if any, on the debt securities of such series when such payments are due solely out of the trust funds referred to below;

	●	our obligations with respect to the debt securities of such series concerning issuing temporary debt securities of such series, registration of debt securities of such series, mutilated, destroyed, lost or stolen debt securities of such series, and the maintenance of an office or agency for payment and money for security payments held in trust;

	●	the rights, powers, trusts, duties and immunities of the Trustee for such debt securities of such series under the Indenture, and the obligations of us in connection therewith; and

	●	the Legal Defeasance provisions of the Indenture.

	●	in the case of Covenant Defeasance, we shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the holders and beneficial owners of the debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

	●	no default or event of default shall have occurred and be continuing on the date of such deposit (other than a default or event of default resulting from the borrowing of funds to be applied to such deposit or the grant of any lien securing such borrowing or any similar and simultaneous deposit relating to other indebtedness and, in each case, the granting of liens in connection therewith);

	●	such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which we or any of our subsidiaries is a party or by which we or any of our subsidiaries is bound (other than that resulting from the borrowing of funds to be applied to such deposit or the grant of any lien securing such borrowing or any similar and simultaneous deposit relating to other indebtedness and, in each case, the granting of liens in connection therewith);

	●	we shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by it with the intent of preferring the holders of debt securities of such series over any other of our creditors or with the intent of defeating, hindering, delaying or defrauding any of our creditors or others; and

	●	we shall have delivered to the Trustee an officers’ certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that the conditions provided for in, in the case of the officers’ certificate, clauses (a) through (f) and, in the case of the opinion of counsel, clauses (b) and/or (c) and (e) of this paragraph have been complied with.

	●	The offering price, if any;

	●	If applicable, the designation and terms of any preferred stock purchasable upon exercise of preferred stock warrants;

	●	The number of shares of common stock or preferred stock purchasable upon exercise of one stock warrant and the initial price at which the shares may be purchased upon exercise;

	●	The dates on which the right to exercise the stock warrants begins and expires;

	●	U.S. federal income tax consequences;

	●	Call provisions, if any;

	●	The currencies in which the offering price and exercise price are payable; and

	●	If applicable, the antidilution provisions of the stock warrants.

	●	The offering price, if any;

	●	The designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the warrants and the terms of the indenture under which the debt securities will be issued;

	●	If applicable, the designation and terms of the debt securities with which the debt warrants are issued and the number of debt warrants issued with each debt security;

	●	If applicable, the date on and after which the debt warrants and the related securities will be separately transferable;

	●	The principal amount of debt securities purchasable upon exercise of one debt warrant, and the price at which the principal amount of debt securities may be purchased upon exercise;

	●	The dates on which the right to exercise the debt warrants begins and expires;

	●	U.S. federal income tax consequences;

	●	Whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form;

	●	The currencies in which the offering price and exercise price are payable; and

	●	If applicable, any antidilution provisions.

	●	in the case of a distribution of rights to our stockholders, the date for determining the stockholders entitled to the rights distribution;

	●	in the case of a distribution of rights to our stockholders, the number of rights issued or to be issued to each stockholder;

	●	the aggregate number of shares of common stock, preferred stock or debt securities purchasable upon exercise of such rights and the exercise price;

	●	the aggregate number of rights being issued;

	●	the extent to which the rights are transferrable;

	●	the date on which the holder’s ability to exercise such rights shall commence and the date on which such right shall expire;

	●	the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities;

	●	a discussion of material federal income tax considerations;

	●	any other material terms of such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of such rights; and

	●	if applicable, the material terms of any standby underwriting, backstop or purchase arrangement which may be entered into by the Company in connection with the offering, issuance or distribution of rights.

	●	The terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;

	●	A description of the terms of any unit agreement governing the units; and

	●	A description of the provisions for the payment, settlement, transfer or exchange of the units.

	●	in underwritten public offerings, negotiated transactions or block trades;

	●	to or through underwriters, brokers or dealers;

	●	to or through agents;

	●	directly to one or more purchasers, including through a specific bidding, auction or other process; and/or

	●	through a combination of any of these methods, or any other method permitted pursuant to applicable law.

	●	the method of distribution, including the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them, if any;

	●	the purchase price of the securities being offered and the proceeds to us from the sale;

	●	any over-allotment options under which the underwriters may purchase additional securities from us;

	●	any underwriting discounts or commissions or agency fees and other items constituting compensation to underwriters, dealers or agents;

	●	any discounts or concessions allowed or reallowed or paid to dealers, any delayed delivery arrangements, and any public offering price; and

	●	any securities exchange or market on which the securities offered in the prospectus supplement may be listed.

ABOUT THIS PROSPECTUS		S-1
SUMMARY		S-2
THE OFFERING		S-4
RISK FACTORS		S-5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-6
USE OF PROCEEDS		S-6
DILUTION		S-7
PLAN OF DISTRIBUTION		S-8
LEGAL MATTERS		S-10
EXPERTS		S-10
AVAILABLE INFORMATION		S-10
INFORMATION INCORPORATED BY REFERENCE		S-11

Issuer		JAKKS Pacific, Inc.

Common stock offered by us in this offering		Shares having an aggregate offering price of up to $75,000,000.

Manner of offering		“At the market offering” that may be made from time to time through our Agent, B. Riley Securities, Inc., as our agent or principal, pursuant to an At Market Issuance Sales Agreement, as amended to date (“sales agreement”). See “Plan of Distribution” on page S-8.

Use of proceeds		We currently intend to use the net proceeds from the sale of our common stock under the sales agreement for business development activities, capital expenditures, repayment of debt, working capital and general corporate purposes. See “Use of Proceeds” beginning on page S-6.

Risk factors		Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Nasdaq Global Select Market symbol		JAKK

Assumed public offering price of common stock			$	19.34
Net tangible book value per share as of June 30, 2025	$	11.63
Increase per share in net tangible book value after this offering	$	1.84
As adjusted net tangible book value per share as of June 30, 2025, after giving effect to this effect to the offering				13.47
Dilution per share to new investors			$	5.87

	●	1,016,790 shares of common stock issuable upon the exercise of outstanding unvested Restricted Stock Units issued pursuant to the 2002 Stock Award and Incentive Plan; and

	●	1,838,566 shares of common stock available for future grants of stock or options under the 2002 Stock Award and Incentive Plan.

Accountant Fees and Expenses	$	18,000
SEC Filing Fee	$	5,000
Legal Fees and Expenses	$	50,000
Total (1)	$	75,000

Exhibit No.		Description

1.1*		At Market Issuance Sales Agreement between Registrant and B. Riley Securities, Inc. dated October 20, 2022
1.1.1**		Amendment No. 1 to At Market Issuance Sales Agreement between Registrant and B. Riley Securities, Inc. dated [ ], 2025
1.2**		Form of Underwriting Agreement for the securities offered hereby
4.1**		Specimen Preferred Stock Certificate
4.2***		Form of Indenture
4.3**		Form of Debt Security
4.4**		Form of Warrant Agreement
4.5**		Form of Warrant Certificate
4.6**		Form of Rights Agreement
4.7**		Form of Rights Certificate
4.8**		Form of Unit Agreement
5.1		Opinion of Feder Kaszovitz LLP.
23.1		Consent of BDO USA, P.C.
23.2		Consent of Feder Kaszovitz LLP (included in Exhibit 5.1).
24.1		Power of attorney (set forth on signature page)
25.1****		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee, as Trustee under the Indenture filed as Exhibit 4.2 above
107		Filing Fees

	(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)	That, for the purpose of determining liability under the Securities Act to any purchaser:

SEC Form S-3 filed by JAKKS Pacific Inc.