Dolphin Entertainment Reports Unregistered Equity Sales
Ticker: DLPN · Form: 8-K · Filed: Jan 17, 2025 · CIK: 1282224
Sentiment: neutral
Topics: equity-sale, unregistered-securities, filing
Related Tickers: DLPN
TL;DR
DLPN sold unregistered equity on Jan 13th, filing today. Watch for dilution.
AI Summary
Dolphin Entertainment, Inc. filed an 8-K on January 17, 2025, reporting unregistered sales of equity securities on January 13, 2025. The filing also includes financial statements and exhibits. The company is incorporated in Florida and its principal executive offices are located in Coral Gables.
Why It Matters
This filing indicates potential dilution for existing shareholders due to the issuance of unregistered equity. Investors should monitor future filings for details on the terms and impact of these sales.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can lead to dilution and may signal a need for capital, potentially impacting share value.
Key Players & Entities
- Dolphin Entertainment, Inc. (company) — Registrant
- January 13, 2025 (date) — Date of earliest event reported
- January 17, 2025 (date) — Date of report
- Florida (jurisdiction) — State of incorporation
- Coral Gables (location) — Address of principal executive offices
FAQ
What type of equity securities were sold?
The filing states 'Unregistered Sales of Equity Securities' but does not specify the exact type of securities in the provided text.
Were these sales to accredited investors?
The filing mentions 'Unregistered Sales of Equity Securities,' which often implies sales made under exemptions like Regulation D, typically to accredited investors, but specific details are not in the provided text.
What is the total number of shares sold and the price per share?
The provided text does not contain specific details on the number of shares sold or the price per share.
What is the purpose of these unregistered equity sales?
The filing does not explicitly state the purpose of the unregistered equity sales in the provided text.
When was Dolphin Entertainment, Inc. incorporated?
Dolphin Entertainment, Inc. was incorporated in Florida, as indicated by the filing.
Filing Stats: 641 words · 3 min read · ~2 pages · Grade level 11.7 · Accepted 2025-01-17 17:11:43
Key Financial Figures
- $0.015 — ge on which registered Common Stock , $0.015 par value per share DLPN The Nasdaq
- $1.00 — ) lower the minimum conversion price to $1.00 per share. Per the terms of the Second
- $1,500,000 — Amendments, the Holder may convert the $1,500,000 outstanding principal balance of the Pr
Filing Documents
- dlpn_8k.htm (8-K) — 27KB
- ex10x1.htm (EX-10.1) — 9KB
- 0001079973-25-000104.txt ( ) — 209KB
- dlpn-20250113.xsd (EX-101.SCH) — 3KB
- dlpn-20250113_lab.xml (EX-101.LAB) — 33KB
- dlpn-20250113_pre.xml (EX-101.PRE) — 22KB
- dlpn_8k_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities Amendment of Previously Issued Promissory Notes As previously disclosed, Dolphin Entertainment, Inc. (the " Company ") issued three promissory notes (as amended, the " Promissory Notes ") to an existing investor of the Company. On January 13, 2025, the Company and the holder agreed to amend the Promissory Notes (the " Second Amendments ") to (i) extend the maturity date of the Promissory Notes to January 13, 2027 and (ii) lower the minimum conversion price to $1.00 per share. Per the terms of the Second Amendments, the Holder may convert the $1,500,000 outstanding principal balance of the Promissory Notes and the accrued interest thereon into an amount of shares of the Company's common stock (" Common Stock ") equal to the quotient obtained by dividing (i) the principal and interest being converted by (ii) the 90-trading day average price per share of Common Stock as of the date of the existing stockholder's notice of Conversion, but in no event shall the conversion price be less than $1.00. The foregoing description of the Promissory Notes and the Second Amendments does not purport to be complete and is qualified in its entirety by reference to the Form of Convertible Promissory Note, attached as Exhibit 4.3 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024 and the Form of Second Amendment attached hereto as Exhibit 10.1, which are incorporated by reference herein.
01. Financial
Item 9.01. Financial (d) Exhibits. Exhibit No. Description 10.1 Form of Second Amendment to Promissory Notes 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: January 17, 2025 By: /s/ Mirta A. Negrini Mirta A. Negrini Chief Financial and Operating Officer