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): September 27, 2022
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2022, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), filed Articles of Amendment (the “Articles of Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Florida effecting an amendment to modify the terms of the Company’s Series C Convertible Preferred Stock (the “Series C”) to increase the number of votes per share of common stock the Series C is convertible into from three votes per share to five votes per share. The Articles of Amendment were approved by the Company’s shareholders at the annual meeting of shareholders (the “Annual Meeting”), as discussed below in Item 5.07.
The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of matters to a vote of security holders.
On September 27, 2022, the Company held its Annual Meeting. A total of 21,206,492 votes of the Company’s voting capital stock were present or represented by proxy at the Annual Meeting, representing approximately eighty-nine percent (89%) of the votes entitled to be cast by the Company’s shareholders as of August 10, 2022, the record date for the Annual Meeting.
At the Annual Meeting, six (6) proposals were submitted for a vote of the Company’s shareholders and the related results are as follows:
Proposal No. 1: The election of William O’Dowd, IV, Mirta Negrini, Michael Espensen, Nelson Famadas, Anthony Leo, Nicholas Stanham and Claudia Grillo for terms until the next succeeding annual meeting of shareholders or until such directors’ successor shall have been duly elected and qualified. The shareholders elected the seven (7) directors by the following votes:
| Name | For | Withheld | Broker Non-Votes |
| William O’Dowd, IV | 18,906,512 | 202,614 | 2,097,366 |
| Mirta Negrini | 18,882,090 | 227,036 | 2,097,366 |
| Michael Espensen | 18,844,897 | 264,229 | 2,097,366 |
| Nelson Famadas | 18,874,741 | 234,385 | 2,097,366 |
| Anthony Leo | 19,004,267 | 104,859 | 2,097,366 |
| Nicholas Stanham | 18,875,201 | 233,925 | 2,097,366 |
| Claudia Grillo | 18,993,913 | 115,213 | 2,097,366 |
Proposal No. 2: The shareholders ratified Grant Thornton LLP as the Company’s independent registered accounting firm by the following votes:
| Votes For | 21,191, 082 |
| Votes Against | 14,548 |
| Abstentions | 862 |
Proposal No. 3: The shareholders voted to approve the issuance of securities in connection with a purchase agreement, and a registration rights agreement, with Lincoln Park Capital Fund, LLC, pursuant to which Lincoln Park has committed to purchase up to $25.0 million worth of the Company’s common stock. The shareholders approved the issuance by the following votes:
| Votes For | 18,910,641 |
| Votes Against | 197,131 |
| Abstentions | 1,354 |
Proposal No. 4: The shareholders voted to approve the adoption of the Articles of Amendment that would modify the terms of the Series C to increase the number of votes per share of common stock the Series C is convertible into from three votes per share to five votes per share and such amendment was approved by the following votes:
| Votes For | 18,504,301 |
| Votes Against | 545,162 |
| Abstentions | 59,663 |
| Broker Non-Votes | 2,097,366 |
Proposal No. 5: The shareholders voted to approve, on a non-binding advisory basis, the 2021 compensation to the Company’s named executive officers by the following votes:
| Votes For | 18,829,437 |
| Votes Against | 200,483 |
| Abstentions | 79,206 |
Proposal No. 6: The shareholders voted to approve, on a non-binding advisory basis, the frequency with which the Board shall hold advisory votes on executive compensation by the following votes:
| Votes For 1 Year | 742,179 |
| Votes For 2 Years | 560,491 |
| Votes For 3 Years | 17,742,244 |
| Abstentions | 64,212 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | ||
| 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.
| DOLPHIN ENTERTAINMENT, INC. | ||||||
| Date: September 29, 2022 | By: |
/s/ Mirta A. Negrini | ||||
| Mirta A. Negrini | ||||||
| Chief Financial and Operating Officer | ||||||
Exhibit 3.1
ARTICLES OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
DOLPHIN ENTERTAINMENT, INC.,
A FLORIDA CORPORATION
Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, Dolphin Entertainment, Inc., a Florida corporation, Florida Document Number P14000097818, hereby adopts the following amendment to its Amended and Restated Articles of Incorporation:
Article III(D)(7) is hereby amended to read as follows:
7. Voting Rights. Upon the Board’s determination that an Optional Conversion Threshold has been met, each Holder, except as otherwise required under the FBCA or as set forth herein shall be entitled or permitted to vote on all matters required or permitted to be voted on by the holders of Common Stock of the Corporation and shall be entitled to that number of votes equal to five votes for the number of Conversion Shares into which such Holder’s shares of the Series C Convertible Preferred Stock could then be converted, pursuant to the provisions of Section 6 hereof at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise expressly provided herein or as otherwise required by law, the Series C convertible Preferred Stock and the Common Stock shall vote together (or render written consents in lieu of a vote) as a single class on all matters upon which the Common Stock is entitled to vote.
The Amendment was adopted by the shareholders of the Corporation on September 27, 2022. The number of votes cast in favor of the Amendment by the shareholders was sufficient for its approval.
Dated: September 29, 2022
/s/ Mirta A. Negrini
Name: Mirta A. Negrini
Title: Chief Financial Officer