Dolphin Entertainment Files 8-K on Corporate Matters

TL;DR

Dolphin Entertainment (DLPN) filed an 8-K on Sept 24th covering corporate changes and financials.

AI Summary

Dolphin Entertainment, Inc. filed an 8-K on September 27, 2024, reporting on matters submitted to a vote of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, with the earliest event reported being September 24, 2024. The company is incorporated in Florida and its fiscal year ends on December 31.

Why It Matters

This filing provides updates on Dolphin Entertainment's corporate governance and financial reporting, which are important for investors to understand the company's structure and performance.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing procedural matters and financial statements, not indicating immediate operational or financial distress.

Key Players & Entities

• Dolphin Entertainment, Inc. (company) — Registrant
• September 24, 2024 (date) — Earliest event reported
• September 27, 2024 (date) — Date of report
• Florida (location) — State of incorporation
• December 31 (date) — Fiscal year end

FAQ

Key Financial Figures

• $0.015 — ge on which registered Common Stock , $0.015 par value per share DLPN The Nasdaq

Filing Documents

• dlpn_8k.htm (8-K) — 36KB
• dlpn_ex3z1.htm (EX-3.1) — 5KB
• 0001553350-24-000117.txt ( ) — 218KB
• dlpn-20240924.xsd (EX-101.SCH) — 3KB
• dlpn-20240924_lab.xml (EX-101.LAB) — 33KB
• dlpn-20240924_pre.xml (EX-101.PRE) — 24KB
• dlpn_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 25, 2024, Dolphin Entertainment, Inc., a Florida corporation (the " Company "), filed Articles of Amendment (the " Articles of Amendment ") to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida effecting an amendment to modify the terms of the Company's Series C Convertible Preferred Stock (the " Series C ") to increase the number of votes per share of common stock the Series C is convertible into from five votes per share to ten votes per share. The Articles of Amendment were approved by the Company's shareholders at the annual meeting of shareholders (the " Annual Meeting "), as discussed below in Item 5.07. The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

07 Submission of matters to a vote of security holders

Item 5.07 Submission of matters to a vote of security holders. On September 24, 2024, the Company held the Annual Meeting. A total of 40,531,601 votes of the Company's voting capital stock were present or represented by proxy at the Annual Meeting, representing approximately eighty-eight percent (88%) of the votes entitled to be cast by the Company's shareholders as of July 29, 2024, the record date for the Annual Meeting. At the Annual Meeting, four (4) proposals were submitted for a vote of the Company's shareholders and the related results are as follows: Proposal No. 1 : The election of William O'Dowd, IV, Mirta Negrini, Michael Espensen, Nelson Famadas, Hilarie Bass, Nicholas Stanham and Claudia Grillo for terms until the next succeeding annual meeting of shareholders or until such directors' successor shall have been duly elected and qualified. The shareholders elected the seven (7) directors by the following votes: Name For Withheld Broker Non-Votes William O'Dowd, IV 32,985,658 351,387 7,194,556 Mirta Negrini 32,990,237 346,808 7,194,556 Michael Espensen 32,512,238 824,807 7,194,556 Nelson Famadas 32,621,456 715,589 7,194,556 Hilarie Bass 33,034,607 302,438 7,194,556 Nicholas Stanham 32,624,931 712,114 7,194,556 Claudia Grillo 33,022,934 314,111 7,194,556 Proposal No. 2 : The shareholders ratified Grant Thornton LLP as the Company's independent registered accounting firm by the following votes: Votes For 40,176,430 Votes Against 311,897 Abstentions 43,274 Proposal No. 3 : The shareholders voted to approve, but not require, the Articles of Amendment that would effect a reverse stock split of 1-for-2 by the following votes: Votes For 39,526,714 Votes Against 940,750 Abstentions 64,137 Proposal No. 4 : The shareholders voted to approve the adoption of the Articles of Amendment that would modify the terms of the Series C to increase the number of votes per share of common stock the Series C is conv

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 3.1 Articles of Amendment to Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOLPHIN ENTERTAINMENT, INC. Date: September 27, 2024 By: /s/ Mirta A. Negrini Mirta A. Negrini Chief Financial and Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR