DLPN Dolphin Entertainment Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2024

DOLPHIN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Florida	001-38331	86-0787790
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

150 Alhambra Circle, Suite 1200, Coral Gables, Florida 33134
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (305) 774 -0407

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.015 par value per share		DLPN		The Nasdaq Capital Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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.

 

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 manner as shareholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. The shares of Common Stock underlying the Company’s outstanding awarded options, restricted stock units and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices. Nevada Agency and Transfer Company, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions to shareholders of record regarding the process for exchanging shares.

 

Articles of Amendment; Shareholder Approval. The Company effected the Reverse Stock Split pursuant to the Company’s filing of 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 on October 15, 2024, in accordance with Section 607.10025 of the Florida Business Corporation Act (the “Act”). The Articles of Amendment became effective at 12:01 a.m. on October 16, 2024. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Articles of Amendment were approved by the Company’s shareholders pursuant to 607.10025 of the Act at the Company’s annual meeting of shareholders held on September 25, 2024.

 

Capitalization. The number of authorized shares of Common Stock remain unchanged at 200,000,000 shares. As of October 16, 2024, there were 22,224,984 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there are 11,112,584 million shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split did not have any effect on the stated par value of the Common Stock.

 

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.

Item 9.01. Financial Statements and Exhibits.

 

(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

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

 

 

 

Exhibit 3.1

 

 

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

DOLPHIN ENTERTAINMENT, INC.,

A FLORIDA CORPORATION

 

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, Dolphin Entertainment, Inc., a Florida corporation, Florida Document Number P14000097818, hereby adopts the following amendment to its Amended and Restated Articles of Incorporation:

 

Article III, Capital Stock, is hereby amended by adding the following paragraph at the end of Section A thereof:

 

Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Amended and Restated Articles of Incorporation, as amended, pursuant to the Business Corporation Act of the State of Florida, each two (2) shares of Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time shall, automatically and without action on the part of the respective holders thereof or the Corporation, be combined and converted into one (1) share of Common Stock, subject to treatment of fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split; rather, the fractional shares of Common Stock created as a result of the Reverse Stock Split shall be rounded up to the next whole number such that in lieu of fractional shares, each shareholder who would have otherwise been entitled to receive a fractional share of Common Stock shall instead receive a whole share of Common Stock as a result of the Reverse Stock Split.

 

The Amendment was adopted by the shareholders of the Corporation on September 24, 2024. The number of votes cast in favor of the Amendment by the shareholders was sufficient for its approval. The Effective Time of the Amendment shall be 12:01 am EST on October 16, 2024.

 

 

Dated: October 15, 2024	/s/ Mirta A Negrini Name: Mirta A. Negrini Title: Chief Financial Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

Dolphin Entertainment, Inc. Announces 1-for-2 Reverse Stock Split

 

MIAMI, FL, October 14, 2024 / Dolphin Entertainment, Inc. (NASDAQ:DLPN), a leading entertainment marketing and premium content production company, today announced that the company will effect a 1-for-2 reverse split of its issued and outstanding shares of common stock. The reverse stock split will become effective October 16, 2024 at 12:01 a.m. EDT. Shares of the company's common stock will trade on a split-adjusted basis on The NASDAQ Capital Market, as of the opening of trading on Wednesday, October 16, 2024. The new CUSIP number for the Company’s common stock will be 25686H 308.

 

The reverse stock split is being effected as part of the company's plan to regain compliance with the $1.00 minimum bid price continued listing requirement of The NASDAQ Capital Market and to have the additional authorized shares of common stock available to provide additional flexibility regarding the potential use of shares of common stock for business and financial purposes in the future.

 

 

When the reverse stock split becomes effective, every two shares of Dolphin Entertainment, Inc.’s common stock will be automatically combined into one new share of common stock. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the company will issue one whole share of the post-split common stock to any shareholder of record who otherwise would have received a fractional share as a result of the reverse stock split. The reverse stock split will reduce the number of shares of outstanding common stock from approximately 22.2 million shares to approximately 11.1 million shares.

 

Dolphin Entertainment, Inc.’s transfer agent, Nevada Agency and Transfer Company, will provide instructions to shareholders of record regarding the process for exchanging shares. Shareholders who are holding their shares in electronic form at their brokerage firms do not have to take any action as the effects of the reverse stock split will automatically be reflected in their brokerage accounts.

 

About Dolphin Entertainment, Inc.

Dolphin Entertainment, Inc. (NASDAQ:DLPN), founded in 1996 by Bill O'Dowd, has evolved from its origins as an Emmy-nominated television, digital, and feature film content producer to a company with three dynamic divisions: Dolphin Entertainment, Dolphin Marketing, and Dolphin Ventures.

 

Dolphin Entertainment: This legacy division, where it all began, has a rich history of producing acclaimed television shows, digital content, and feature films. With high-profile partnerships like IMAX and notable projects including "The Blue Angels," Dolphin Entertainment continues to set the standard in quality storytelling and innovative content creation.

 

Dolphin Marketing: Established in 2017, this division has become a powerhouse in public relations, influencer marketing, branding strategy, talent booking, and special events. Comprising top-tier companies such as 42West, The Door, Shore Fire, Special Projects, and The Digital Dept., Dolphin Marketing serves a wide range of industries, from entertainment, music and sports to hospitality, fashion and consumer products.

 

Dolphin Ventures: This division leverages Dolphin's best-in-class cross-marketing acumen and business development relationships to create, launch and/or accelerate innovative ideas and promising products, events and content in our areas of expertise. Key ventures include collaborations with Rachael Ray for Staple Gin and Mastercard Midnight Theatre. The company is actively exploring new projects in AI, beauty, and sports.

 

Contact:

 

James Carbonara/Hayden IR

(646)-755-7412

james@haydenir.com

v3.24.3

Cover	Oct. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38331
Entity Registrant Name	DOLPHIN ENTERTAINMENT, INC.
Entity Central Index Key	0001282224
Entity Tax Identification Number	86-0787790
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	150 Alhambra Circle
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	305
Local Phone Number	774 -0407
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	DLPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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