On September 16, 2019, Funko, Inc. (the Company) entered into an underwriting agreement (the Underwriting
Agreement) with Funko Acquisition Holdings, L.L.C. (FAH, LLC), J.P. Morgan Securities LLC (the Underwriter) and the selling stockholders listed on Schedule I thereto (the Selling Stockholders), pursuant to
which the Selling Stockholders agreed to sell 4,000,000 shares of Class A common stock of the Company (the Shares) to the Underwriter (the Offering) at a price of $25.42 per share. The Shares include (i) shares of
Class A common stock that were issued and outstanding prior to the date of the Registration Statement (as defined below) (the Former Equity Owner Shares), and (ii) shares of Class A common stock issuable to certain Selling
Stockholders upon the exchange by such Selling Stockholders of an equivalent number of common units of FAH, LLC and the cancellation of such Selling Stockholders shares of the Companys Class B common stock on a one-for-one basis with the number of common units so exchanged (the Continuing Equity Owner Shares). The Offering is expected to close on September 19, 2019,
subject to customary closing conditions. The Company did not sell any shares in the Offering and will not receive any proceeds from the Offering.
The Offering was made pursuant to a previously filed Registration Statement on Form S-3 (File No. 333-230964) (as amended, the Registration Statement), which was declared effective by the U.S. Securities and Exchange Commission on September 16, 2019. The Offering is being made only by
means of a prospectus supplement and the accompanying prospectus.
The Underwriting Agreement contains customary representations,
warranties and covenants and includes the terms and conditions for the sale of the Shares by the Selling Stockholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference. The above description is qualified in its entirety by reference to such exhibit.
Latham & Watkins LLP, counsel to the Company, has issued an opinion to the Company, dated September 18, 2019, regarding the
validity of the Continuing Equity Owner Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Latham & Watkins LLP previously issued a separate opinion to the
Company, dated April 19, 2019, regarding the validity of the Former Equity Owner Shares, a copy of which is filed as Exhibit 5.1 to the Registration Statement.