Current Report Filing (8-k)
April 21 2020 - 06:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
______________
FORM
8-K/A
(Amendment
No.1)
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CURRENT REPORT
Pursuant to Section 13 or
15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of
Earliest Event Reported): April 15, 2020
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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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150 Alhambra Circle, Suite
1200
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. ¨
Explanatory Note
Dolphin
Entertainment, Inc. hereby files this Current Report on Form 8-K/A
to amend Item 3.01 of the original Form 8-K filed with the
Securities and Exchange Commission on April 15, 2020 for the sole
purpose of revising its disclosure regarding the date by which the
Company has to regain compliance with the minimum bid price due to
the receipt of the Tolling Notice from Nasdaq (as such terms are
defined below).
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on October 17, 2019, Dolphin Entertainment,
Inc. (the “Company”) received a notice from The Nasdaq Stock Market
(“Nasdaq”) that its common stock (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. On April 15, 2020, the Company received a notice from
Nasdaq that the date to achieve compliance has been extended an
additional 180 days until October 12, 2020.
To regain
compliance, the minimum bid price of the Common Stock must meet or
exceed $1.00 per share for a minimum ten consecutive business days
during this 180-day grace period. The Company’s failure to regain
compliance during this period could result in delisting. On April
20, 2020, the Company received an additional notice from Nasdaq
(the “Tolling Notice”), which stated that, due to current market
conditions, Nasdaq has determined to toll the compliance period for
the minimum bid price requirement through June 30, 2020. As a
result, the new date by which the Company has to regain compliance
with the minimum bid price requirement is December 28, 2020. To
regain compliance, the minimum bid price of the Common Stock must
meet or exceed $1.00 per share for a minimum ten consecutive
business days at any point prior to December 28, 2020, at which
point Nasdaq would provide written confirmation to the Company and
close the matter.
The Company
is presently evaluating various courses of action to regain
compliance. There can be no assurance that the Company will be able
to regain compliance with Nasdaq’s rule or will otherwise be in
compliance with other Nasdaq listing criteria.
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: April 20,
2020
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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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