UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 10-K/A

(Amendment No. 1)



(Mark One)



| | x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019
| | - | --------------------------------------------------------------------------------------------------------------------------



| |  ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



Commission File Number 0-28104



JAKKS PACIFIC, INC.



(Exact name of registrant as specified
in its charter)



|Delaware                                 | 95-4527222         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|2951 28th St.                            |                    
|Santa Monica, California                 | 90405              
|(Address of principal executive offices) | (Zip Code)         



Registrant’s telephone number, including area code: (424) 268-9444



Securities registered pursuant to Section 12(b) of the Exchange Act:



|                                        | Name of each exchange
|--------------------------------------- | ---------------------
|Title of each class                     | on which registered  
|Common Stock, $.001 par value per share | Nasdaq Global Select 



Securities registered pursuant to Section
12(g) of the Exchange Act:



None



Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No x



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15 of the Act. Yes  ̈ No x





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈



Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes x No ☐



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | x
    Non-Accelerated Filer | xSmaller
        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 13(a) of the Exchange Act. ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



The aggregate market value of
the voting and non-voting common equity (the only such common equity being Common Stock, $.001 par value per share) held by non-affiliates
of the registrant (computed by reference to the closing sale price of the Common Stock on June 30, 2019 of $0.70) is $14,316,560.



The number of shares outstanding of the
registrant’s Common Stock, $.001 par value (being the only class of its common stock), is 35,548,456 as of May 12, 2020.



Documents Incorporated by Reference



None.




















EXPLANATORY
NOTE



Reason
for this Amendment



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December
31, 2019 (the “Annual Report”) of JAKKS Pacific, Inc. (the “Company”), as originally filed (the “Original
Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2020 to add the following disclosure
regarding reliance by the Company on the SEC Order issued March 25, 2020 pursuant to Section 36 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain
rules thereunder (Release No. 34-88465) (the “Order”).



This
Amendment is being filed to include the disclosure below in accordance with the Order, which was inadvertently omitted from the
Original Filing.



Reliance
on SEC Relief from Filing Requirements



The
Company filed the Original Filing in reliance on the Order, permitting the delay in filing due to circumstances related to COVID-19.
The Company filed, on March 30, 2020, a Current Report on Form 8-K (the “Form 8-K”) indicating its intention to rely
on the Order. As stated in the Form 8-K, as a result of the then-current stress on the Company’s supply and delivery
chains, the Company’s resources, which include key employees working on matters directly related to the completion of the
Annual Report, were substantially focused on addressing such issues as well as diligently attempting to prepare accurate financial
models in an ever and quickly-changing business climate. As a result, the Company was unable to gather all of the documents it
requires to timely file the Annual Report in an appropriate fashion which will adequately and accurately present the Company’s
financial position in a way protective of its shareholders and investors.



In
accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently
dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer
and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does
not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications
have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing, and
we have not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should be read
in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing.







PART IV





Item 15. Exhibits and Financial Statement Schedules



The following documents are filed as part of this
Annual Report on Form 10-K/A:



|Exhibit |  |                                                            
|------- |  | -----------------------------------------------------------
|Number  |  | Description                                                
|        |  |                                                            
|31.1    |  | Rule 13a-14(a)/15d-14(a) Certification of Stephen G. Berman
|31.2    |  | Rule 13a-14(a)/15d-14(a) Certification of John L. Kimble   

















SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|Dated: May 15, 2020 | JAKKS PACIFIC, INC. |                        
|------------------- | ------------------- | -----------------------
|                    |                     |                        
|                    | By:                 | /s/ STEPHEN G. BERMAN  
|                    |                     | Stephen G. Berman      
|                    |                     | Chief Executive Officer