Current Report Filing (8-k)
October 23 2019 - 09:10AM
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 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On October 17, 2019,
Dolphin Entertainment, Inc. (the “Company”) received a deficiency
notice from The Nasdaq Stock Market (“Nasdaq”) informing the
Company that its common stock, par value $0.015 per share (the
“Common Stock”), fails to comply with the $1 minimum bid price
required for continued listing on The Nasdaq Capital Market under
Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of
the Common Stock for the 30 consecutive business days prior to the
date of the notice from Nasdaq.
Nasdaq’s notice has no
immediate effect on the listing of the Common Stock on The Nasdaq
Capital Market and, at this time, the Common Stock will continue to
trade on The Nasdaq Capital Market under the symbol “DLPN”.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until April 14, 2020, to regain compliance with the minimum bid
price requirement. To regain compliance, the closing bid price of
the Common Stock must meet or exceed $1.00 per share for a minimum
of ten consecutive business days prior to April 14, 2020.
If the Company is unable to
regain compliance by April 14, 2020, the Company may be eligible
for an additional 180 calendar day compliance period to demonstrate
compliance with the minimum bid price requirement. To qualify, the
Company will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial
listing standards for The Nasdaq Capital Market, with the exception
of the minimum bid price requirement, and will need to provide
written notice to Nasdaq of its intention to cure the deficiency
during the second compliance period. If the Company does not
qualify for the second compliance period or fails to regain
compliance during the second 180 calendar day period, Nasdaq will
notify the Company of its determination to delist the Common Stock,
at which point the Company would have an opportunity to appeal the
delisting determination to a Hearings Panel.
The Company intends to
monitor the closing bid price of its Common Stock and is
considering its options to regain compliance with the minimum bid
price requirement under the Nasdaq Listing Rules.
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 23,
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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Dolphin Entertainment (NASDAQ:DLPN)
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