Shares of the Beverly Hills, Calif., company were at last check down 16% to $6.67.
"We are not selling any securities in this offering and we will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders," the company said in a Securities and Exchange Commission filing.
The registered shares include 31.1 million common shares plus 29 million shares that can be issued if warrants are exercised, at an exercise price of 21 cents a share.
On May 28, Genius Brands said it had met the criteria of its shares closing at higher than $1 for 10 consecutive days, and the shares won't be delisted from Nasdaq.
The company produces such animated shows as "Rainbow Rangers" and "Stan Lee's Superhero Kindergarten."
Genius Brands announced four registered offerings of its shares last month.
The company said that it would use the proceeds of the offerings to produce more episodes of "Rainbow Rangers" and to grow its new digital network for children, Kartoon Channel, which is scheduled to launch June 15.
Kartoon Channel will be available to about 100 million U.S. TV households and via 200 million mobile devices, Genius Brands said.
The company said it had acquired more than 3,000 episodes of programming to feature on Kartoon Channel, including programs from key content suppliers worldwide.