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): February 21, 2025

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

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:

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. ☐

Between January 16, 2025 and February 21, 2025, Dolphin Entertainment, Inc. (the “Company”) entered into four subscription agreements (the “Subscription Agreements”) with investors for four convertible promissory notes (each a “Note”) in the aggregate principal amount of $625,000 and received cash proceeds of $625,000. The Notes bear interest at a rate of 10% per annum. Two of the Notes, with an aggregate principal amount of $425,000, mature five years from their respective issuance dates and the two remaining Notes for $100,000 each mature two and three years from their respective issuance dates. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Company (“Common Stock”). The conversion price of one $100,000 Note is the 90-day trailing average trading price of Common Stock prior to the date of conversion, with a floor price of $1.01, which was the closing price of the Common Stock on the Nasdaq Stock Market on the date of the Note. The conversion price of the second $100,000 Note is the 30-day trailing average trading price of Common Stock prior to the date of conversion, with a floor price of $1.01, which was the closing price of the Common Stock on the Nasdaq Stock Market on the date of that Note. The conversion price of the third $100,000 Note is $1.02 per share and the conversion price of the $325,000 note is $1.11 per share, which were the closing prices of the Common Stock on the Nasdaq Stock Market on the respective dates of those Notes.

The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 and are incorporated herein by reference.

The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

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.

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