Dolphin Entertainment Files 8-K on Security Holder Rights

TL;DR

DLPN filed an 8-K today - looks like changes to security holder rights and company bylaws.

AI Summary

On October 16, 2024, Dolphin Entertainment, Inc. filed an 8-K report detailing material modifications to the rights of its security holders. The filing also includes amendments to its articles of incorporation or bylaws and a Regulation FD disclosure. Specific details regarding the nature of these modifications and amendments are not elaborated upon in the provided text, but they are significant enough to warrant an 8-K filing.

Why It Matters

This filing indicates potential changes affecting the rights and governance of Dolphin Entertainment's security holders, which could impact their investment.

Risk Assessment

Risk Level: medium — Filings concerning modifications to security holder rights and bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

• Dolphin Entertainment, Inc. (company) — Registrant
• October 16, 2024 (date) — Date of earliest event reported

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) — 32KB
• ex3x1.htm (EX-3.1) — 5KB
• ex99x1.htm (EX-99.1) — 6KB
• 0001079973-24-001415.txt ( ) — 224KB
• dlpn-20241016.xsd (EX-101.SCH) — 3KB
• dlpn-20241016_lab.xml (EX-101.LAB) — 33KB
• dlpn-20241016_pre.xml (EX-101.PRE) — 24KB
• dlpn_8k_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

03. Amendment to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Board of Directors of Dolphin Entertainment, Inc., a Florida corporation (the " Company "), has approved a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.015 per share (the " Common Stock "), at a ratio of 1-for-2 (the " Reverse Stock Split "). The Reverse Stock Split went effective on October 16, 2024 (the " Market Effective Date "). Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number . The Common Stock began trading on a split-adjusted basis on the Nasdaq Capital Market exchange on the Market Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 25686H 308. The trading symbol for the Common Stock will remain "DLPN." Split Adjustment; Treatment of Fractional Shares . The total number of shares of Common Stock held by each shareholder of the Company was converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such shareholder immediately prior to the Reverse Stock Split divided by (ii) 2. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split is being rounded to a whole share and, as such, any shareholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split instead holds one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares are being issued in connection with the Reverse Stock Split and no cash or other consideration is being paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company is treating shareholders holding shares of Common Stock in "street name" (that is, held through a bank, broker or other nominee) in the same mann

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 14, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

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. 99.1 Press Release dated October 14, 2024 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: October 16, 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