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

On November 10, 2022 we (i) filed with the Secretary of State of Delaware (a) an amendment to our Amended and Restated Certificate of Incorporation (the "Amended CINC") and (b) an amendment and restatement of our Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights, and Qualifications, Limitations and Restrictions Thereof, of Series A Senior Preferred Stock (the "Amended Designations") and (ii) amended and restated our By-Laws (collectively, with the Amended CINC and the Amended Designations, the "Amendments"). The purpose of the Amendments was to implement the terms of the August 3, 2022 agreement (filed on August 4, 2022 as an exhibit to a Current Report on Form 8-K), which agreement, among other things, removed the previously existing special rights granted to the holders of our Series A Senior Preferred Stock with respect to the nomination and election of members of our Board of Directors (the "Board") and the Board's Nominating and Corporate Governance Committee.

The foregoing description of the Amendments are qualified in their entirety by reference to the Amendments attached as exhibits to this Form 8-K and incorporated by reference in this Item 5.03.

Item 9.01. Financial Statements and Exhibits.





(d)      Exhibits



Exhibit   Description

3.1         Certificate of Amendment to the Amended and Restated Certificate of
          Incorporation of JAKKS Pacific, Inc.

3.2         Amended and Restated Certificate of Designations of the Powers,
          Preferences and Relative, Participating, Optional and Other Special
          Rights, and Qualifications, Limitations and Restrictions Thereof, of
          Series A Senior Preferred Stock

3.3         Third Amended and Restated By-Laws

104       Cover Page Interactive Data File (formatted as Inline XBRL)

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