Form 8-K - Current report

DOLPHIN ENTERTAINMENT, INC.

Date: January 17, 2025

/s/ Mirta A. Negrini

Mirta A. Negrini

Chief Financial and Operating Officer

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): January 13, 2025

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 3.02 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.

Item 9.01. Financial Statements and Exhibits.

(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

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.

Exhibit 10.1

January 13, 2025

Dolphin Entertainment, Inc.

150 Alhambra Circle

Suite 1200

Coral Gables, FL 33134

[Name and address of noteholder]

Re: Second Amendment to Dolphin Entertainment, Inc. Convertible Note

Reference is hereby made to that certain Dolphin Entertainment, Inc. Convertible Note (the “Note”), dated [ ], in the aggregate principal amount of $500,000 issued by Dolphin Entertainment, Inc., a Florida corporation to [noteholder] (the “Investor”) and amended on November 15, 2023. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note. Upon execution of this amendment (this “Amendment”), the undersigned, intending to be legally bound, hereby agree as follows:

(A) Section 2 of the Note is hereby amended and restated in its entirety to read:

“This Note shall be for a term commencing on the Original Issue Date and ending on January 13, 2027 (such date the “Maturity Date”), unless earlier converted pursuant to the provisions of Section 5 hereof”;

(B) The first paragraph of Section 5(a) of the Note is hereby amended and restated in its entirety to read:

“The Investor shall have the right, at any time following the Original Issue Date and prior to the Maturity Date to convert all or a portion of the Principal of this Note and the accrued interest thereon into shares of Common Stock of the Company, subject to adjustment as contemplated by Section 5(b), in an amount of shares of 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 Notice of Conversion (the "Standard Conversion Price"), but in no event shall the Standard Conversion Price be less than $1.00.”

(C) Except as specifically set forth herein, the Note shall remain unmodified and in full force and effect in accordance with its terms.

(D) All references in the Note and the Subscription Agreement to the “Note” shall mean the Note as hereby amended.

(E) This Amendment shall be governed by the laws of the State of Florida without regard to the rules of conflict of laws of such state (or any other jurisdiction) that would cause the laws of another jurisdiction to apply.

(F) This Amendment shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(G) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

(H) Facsimile or other electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Amendment.

[Signature Page Follows]

Sincerely,

Dolphin Entertainment, Inc.

By: /s/ William O’Dowd

Name: William O’Dowd

Title: Chief Executive Officer

Agreed to and accepted as of the first date set forth above:

Investor

By: /s/

Name: [noteholder]

Cover	Jan. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
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