Current Report Filing (8-k)
October 21 2019 - 04:38PM
Edgar (US Regulatory)
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 17, 2019
______________
Dolphin
Entertainment, Inc.
(Exact Name
of Registrant as Specified in its Charter)
______________
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Florida
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001-38331
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86-0787790
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(State or
Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification No.)
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2151 Le Jeune Road, Suite
150-Mezzanine
Coral Gables, FL
33134
(Address of
Principal Executive Offices) (Zip Code)
(305) 774-0407
(Registrant’s Telephone Number, Including Area Code)
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:
¨
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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.015 par value per share
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DLPN
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The
Nasdaq Capital Market
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Warrants to purchase Common Stock,
$0.015 par value per share
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DLPNW
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The
Nasdaq Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company ¨
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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 1.01
Entry
into a Material Definitive Agreement
On October
17, 2019, Dolphin Entertainment, Inc., a Florida corporation (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Maxim Group LLC (the
“Underwriter”), relating to an underwritten public offering
of 2,700,000 shares of the Company’s common stock, par value $0.015
per share (“Common Stock”). The offering closed on October
21, 2019, and the net proceeds to the Company from the offering
were approximately $1.97 million, after deducting the Underwriter’s
discount and before deducting estimated offering expenses payable
by the Company.
Pursuant to
the Underwriting Agreement, the Company granted to the Underwriter
the option, exercisable for a period of 45 days, to purchase up to
405,000 shares of Common Stock to cover overallotments, if any.
The
offering is being made pursuant to the Company’s effective shelf
registration statement on Form S-3 (Registration No. 333-222847)
previously filed with the Securities and Exchange Commission
(“Commission”), including the prospectus dated February 2,
2018, as supplemented by a preliminary prospectus supplement filed
with the Commission on October 16, 2019 and a final prospectus
supplement filed with the Commission on October 21, 2019.
The
Underwriting Agreement contains representations, warranties and
covenants of the Company that are customary for transactions of
this type and customary conditions to closing. Additionally, the
Company has agreed to provide the Underwriter with customary
indemnification rights under the Underwriting Agreement. The
foregoing description of the Underwriting Agreement is qualified in
its entirety by reference to the complete text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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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DOLPHIN ENTERTAINMENT,
INC.
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Date: October 21,
2019
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By:
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/s/ Mirta A. Negrini
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Name:
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Mirta A. Negrini
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Title:
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Chief Financial and Operating
Officer
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