Funko Amends Stockholders Agreement with TCG Fuji: Adjusted Consent Rights and Implications for Future Capital Stock Issuances.

Funko has amended its Stockholders Agreement with TCG Fuji, allowing TCG to exclude up to $40 million of shares issued in at-the-market offerings from the 22% beneficial ownership threshold. The change may impact future capital stock issuances. Funko's stock has a neutral rating from Spark's AI Analyst, citing poor financial performance, declining revenue, negative profitability, and cash flow issues.

Funko, Inc. has announced an amendment to its Stockholders Agreement with TCG Fuji 3.0, LP, which changes how certain at-the-market share issuances affect TCG-related consent rights. The amendment specifies that up to $40 million of Class A common stock issued in at-the-market offerings will be excluded from the 22% beneficial ownership threshold used to determine whether TCG-related parties retain consent rights [1].

The amendment, dated August 14, 2025, and the accompanying Cover Page Interactive Data File, dated August 15, 2025, were signed by Tracy D. Daw, Chief Legal Officer and Secretary. This change allows Funko, Inc. to issue up to $40 million of Class A common stock in at-the-market offerings without those shares counting toward the 22% beneficial ownership threshold that triggers or sustains TCG-related parties' consent rights. This alteration increases the company's financing flexibility by expanding its incremental issuance capacity while keeping the stated ownership threshold nominally intact [1].

The filing does not disclose any economic terms for the offerings or further limits or conditions on issuance. The amendment is procedurally material but lacks transactional specifics. From a capital markets perspective, excluding up to $40 million of at-the-market issuances from the ownership calculation effectively expands the company's accessible equity issuance capacity under the existing governance framework [1].

Funko, Inc. has been facing challenges, including poor financial performance, declining revenue, negative profitability, and cash flow issues. The stock has a neutral rating from Spark's AI Analyst, citing these concerns [2]. The recent amendment may provide the company with additional financial flexibility to address these challenges.

References:
[1] Funko, Inc. 8-K Filing (August 14, 2025). Retrieved from [https://www.stocktitan.net/sec-filings/FNKO/8-k-funko-inc-reports-material-event-a45798b993af.html](https://www.stocktitan.net/sec-filings/FNKO/8-k-funko-inc-reports-material-event-a45798b993af.html)
[2] Spark's AI Analyst Rating. Retrieved from [https://www.spark.ai](https://www.spark.ai)