Genius Brands International, Inc.

190 N. Canon Drive, 4th Fl.

Beverly Hills, CA 90210

 

July 2, 2020                            

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

 

 

Re:Genius Brands International, Inc.

Registration Statement on Form S-3

Filed on June 26, 2020

File No. 333-239495

Acceleration Request

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Genius Brands International, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Monday, July 6, 2020, at 4:30 p.m., Eastern Time, or as soon as thereafter practicable.

 

The cooperation of the staff in meeting the timetable described above is very much appreciated.

 

Any questions should be addressed to Jeffrey Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 692-6732.

 

Thank you very much.

 

  Very truly yours,
   
  GENIUS BRANDS INTERNATIONAL, INC.
   
   
  /s/ Andy Heyward                
  By: Andy Heyward
  Title: Chief Executive Officer

  

cc: Securities and Exchange Commission
  Katherine Bagley
   
  Genius Brands International, Inc.
  Bob Denton, Chief Financial Officer
  Michael Jaffa, General Counsel
   
  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
  Jeffrey P. Schultz, Esq.