Dolphin Entertainment, Inc. Files 10-K/A Amendment for Fiscal Year 2023

TL;DR

<b>Dolphin Entertainment, Inc. has filed an amendment to its 2023 annual report, confirming compliance with SEC filing requirements.</b>

AI Summary

Dolphin Entertainment, Inc. (DLPN) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Dolphin Entertainment, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. The company is incorporated in Florida and its principal executive offices are located in Coral Gables, FL. Dolphin Entertainment's common stock trades on The Nasdaq Capital Market under the symbol DLPN. The filing indicates the company has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days. The company has submitted all Interactive Data Files required by Rule 405 of Regulation S-T during the preceding 12 months.

Why It Matters

For investors and stakeholders tracking Dolphin Entertainment, Inc., this filing contains several important signals. This amendment provides updated or corrected information for the fiscal year 2023, which is crucial for investors to have the most accurate financial and operational data. As a publicly traded company, adherence to SEC filing deadlines and requirements is essential for maintaining market confidence and regulatory compliance.

Risk Assessment

Risk Level: low — Dolphin Entertainment, Inc. shows low risk based on this filing. The filing is an amendment (10-K/A), suggesting potential prior inaccuracies or omissions, but the amendment itself confirms ongoing compliance, thus not indicating a significant new risk.

Analyst Insight

Investors should review the specific changes made in this 10-K/A filing to understand any updated financial or operational details for Dolphin Entertainment, Inc.

Key Numbers

• 2023 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 001-38331 — Commission File Number (SEC file number)
• 86-0787790 — IRS Employer Identification No. (IRS number)

Key Players & Entities

• Dolphin Entertainment, Inc. (company) — Registrant name
• DLPN (company) — Trading Symbol
• Nasdaq Capital Market (company) — Exchange
• Florida (company) — State of Incorporation
• Coral Gables (company) — City of Principal Executive Offices
• 2023-12-31 (date) — Fiscal Year End
• 2024-04-29 (date) — Filing Date

FAQ

Industry Context

Dolphin Entertainment operates within the personal services sector, focusing on entertainment and media.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including filing annual reports (10-K) and amendments.

What Investors Should Do

1. Review the specific amendments made in the 10-K/A filing for any material changes to the company's financial or operational disclosures.
2. Monitor future filings for updates on Dolphin Entertainment's performance and strategic initiatives.
3. Verify the company's compliance status with SEC regulations.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the annual report
• 2024-04-29: Filing Date — Date the 10-K/A amendment was filed

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previous 10-K filing for the fiscal year ended December 31, 2023, indicating updates or corrections to the original submission.

Key Financial Figures

• $0.015 — nge on which registered Common Stock, $0.015 par value per share DLPN The Nasdaq C
• $20,380 — ncludes life insurance in the amount of $20,380 and interest accrued on accrued and unp
• $262,500 — nd unpaid compensation in the amount of $262,500 (see Certain Relationship and Related P
• $262,498 — nd unpaid compensation in the amount of $262,498 (see Certain Relationship and Related P
• $300,000 — in the base salary of Ms. Negrini from $300,000 to $325,000 per year. The increase was
• $325,000 — salary of Ms. Negrini from $300,000 to $325,000 per year. The increase was effective Fe

Filing Documents

• dlpn_10ka.htm (10-K/A) — 152KB
• dlpn_ex31x1.htm (EX-31.1) — 7KB
• dlpn_ex31x2.htm (EX-31.2) — 8KB
• 0001079973-24-000611.txt (&nbsp;) — 409KB
• dlpn-20231231.xsd (EX-101.SCH) — 3KB
• dlpn-20231231_lab.xml (EX-101.LAB) — 36KB
• dlpn-20231231_pre.xml (EX-101.PRE) — 24KB
• dlpn_10ka_htm.xml (XML) — 6KB

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Under our Bylaws, each of our directors is elected for a term expiring at the next annual meeting of shareholders following his or her election or until his or her successor is duly elected and qualified. Our officers are appointed annually by our Board of Directors (" Board "), which may remove our officers at any time. Our directors and executive officers, their age, positions held, and duration of such, are as follows: Name Position Age First appointed William O'Dowd, IV Chief Executive Officer, Chairman, President 55 Chief Executive Officer and Chairman: June 2008; President: 1996 Mirta A. Negrini Chief Financial Officer, Chief Operating Officer, Director 60 Chief Financial Officer and Chief Operating Officer: October 2013; Director: December 2014 Michael Espensen Director 74 June 2008 Nelson Famadas Director 51 December 2014 Anthony Leo Director 47 September 2018 Nicholas Stanham, Esq. Director 56 December 2014 Claudia Grillo Director 65 June 2019 Business Experience The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed. William O'Dowd, IV . Mr. O'Dowd has served as our Chief Executive Officer and Chairman of our Board since June 2008. Mr. O'Dowd founded Dolphin Entertainment, LLC in 1996 and has served as its President since that date. Mr. O'Dowd enjoys a solid reputation as an Emmy-nominated producer, international distributor, and financier of quality entertainment content. Some of Mr. O'Dowd's notable credits include: Executive Producer of Nickelodeon's hit series, Zoey 101 (Primetime Emmy Award-nominated); Executive Producer of Raising Expectations, starring M

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION Our executive compensation program is designed to balance the goals of attracting and retaining talented executives who are motivated to achieve our annual and long-term strategic goals while keeping the program affordable and appropriately aligned with stockholder interests. We believe that our executive compensation program accomplishes these goals in a way that is consistent with our purpose and core values and the long-term interests of the Company and its stockholders. The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to (i) all individuals serving as the Company's principal executive officers or acting in a similar capacity during the last two completed fiscal years, regardless of compensation level, and (ii) the Company's two most highly compensated executive officers other than the principal executive officer serving at the end of the last two completed fiscal years (collectively, the " Named Executive Officers "). Summary Compensation Table Name and Principal Position Year Salary ($) Equity Awards (1) ($) Bonus ($) All Other Compensation ($) Total ($) William O'Dowd, IV, 2023 400,000 — — 282,880 (2) 682,880 Chairman and Chief Executive Officer 2022 400,000 1,951 — 282,878 (3) 684,829 Mirta A. Negrini, 2023 300,000 — — — 300,000 Chief Financial and Operating Officer 2022 300,000 1,951 — — 301,951 ——————— (1) Equity awards comprise 296 restricted stock units granted and vested in 2022 and no option awards. (2) This amount includes life insurance in the amount of $20,380 and interest accrued on accrued and unpaid compensation in the amount of $262,500 (see Certain Relationship and Related Party Transactions). This amount does not include interest payments on promissory notes from related party transactions. (3) This amount includes life insurance in the amount of $20,3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The table below shows the beneficial ownership as of April 24, 2024, of our common stock and our Series C Convertible Preferred Stock (the "Series C") held by each of our incumbent directors, director nominees, named executive officers, all incumbent directors, director nominees and executive officers as a group and each person known to us to be the beneficial owner of more than 5% of our outstanding common stock and 5% of our Series C. The percentages in the table below are based on 18,826,741 shares of common stock outstanding and 50,000 shares of Series C outstanding as of April 24, 2024. Shares of common stock issuable upon conversion of the Series C are not included in such calculation as a result of the Stock Restriction Agreement entered into between the Company and the holder of the Series C pursuant to which the conversion of the Series C is prohibited until such time as a majority of the independent directors of the Board approves the removal of the prohibition. The Stock Restriction Agreement also prohibits the sale or other transfer of the Series C until such transfer is approved by a majority of the independent directors of the Board. The Stock Restriction Agreement shall terminate upon a Change of Control (as such term is defined in the Stock Restriction Agreement) of the Company. Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act. Except as indicated by footnote and subject to community property laws, where applicable, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock that are shown as beneficially owned by them. In computing the number of shares owned by a person and the percentage ownership of that person, any such shares subject to warrants or other convertible securities held by that person that were exercisab

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View this 10-K/A filing on SEC EDGAR