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 14, 2017
 
Dolphin Entertainment, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
  Florida
 
  000-50621
 
  86-0787790
  (State or Other Jurisdiction of Incorporation)
 
  (Commission File Number)
 
  (IRS Employer Identification No.)
 
2151 Le Jeune Road, Suite 150-Mezzanine
Coral Gables, FL
 
33134
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (305) 774-0407
 
Registrant’s facsimile number, including area code: (954) 774-0405
 
(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))
 
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).
 
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 13, 2017, Dolphin Entertainment, Inc. (the “Company”) filed with the Florida Department of State Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.015 per share (“Common Stock”), on a two (2) old for one (1) new basis (the “Reverse Stock Split”), providing that the Reverse Stock Split would become effective under Florida law on September 14, 2017. Immediately after the Reverse Stock Split the number of authorized shares of Common Stock was reduced from 400,000,000 shares to 200,000,000. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share of Common Stock.
 
Shareholder approval of the Reverse Stock Split was not required under Florida law, as the rights or preferences of the Company’s shareholders were not adversely affected and the percentage of authorized shares remaining unissued after the Reverse Stock Split remained unchanged.
 
The foregoing description of the Articles of Amendment is only a summary and is qualified in its entirety by reference to the complete text of the Articles of Amendment, which is filed as Exhibit 3.1(b) to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01     Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
 
 
 
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. dated September 13, 2017.
 
 
 
 
2
 
 
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 19, 2017
By:  
/s/ Mirta A. Negrini
 
 
 
Mirta A. Negrini
 
 
 
Chief Financial and Operating Officer
 
 

 
 
3
 
 Exhibit 3.1(b)
 
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DOLPHIN ENTERTAINMENT, INC.
 
 
Pursuant to the provisions of Sections 607.0123 and 607.1006 of the Florida Business Corporation Act, this Florida Corporation will adopt the following amendment (the “ Articles of Amendment ”) to its articles of incorporation, as amended and restated (the “ Articles of Incorporation ”) on September 14, 2017:
 
1.
The name of the corporation is Dolphin Entertainment, Inc. (the “ Company ”).
 
2.
These Articles of Amendment were adopted by the board of directors of the Company on August 10, 2017 without shareholder action and shareholder action was not required.
 
3.
Article III of the Articles of Incorporation is hereby amended by replacing the first paragraph of Section A thereof with the following:
 
“The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Two Hundred Ten Million (210,000,000) shares, of which Two Hundred Million (200,000,000) shares shall be Common Stock, par value $0.015 per share (“ Common Stock ”) and Ten Million (10,000,000) shares shall be Preferred Stock, having a par value of $0.001 per share (“ Preferred Stock ”). The Board of Directors is expressly authorized to provide for the classification and reclassification of any unissued shares of Common Stock or Preferred Stock and the issuance thereof in one or more classes or series without the approval of the stockholders of the Corporation. Of the Preferred Stock, 50,000 shares have been designated Series C Convertible Preferred Stock, par value $0.001 per share.”
 
4.
Article III of the Articles of Incorporation is hereby amended by adding the following paragraph at the end of Section A thereof:
 
“On the close of business on September 14, 2017, (the “ Second Effective Date ”), each two (2) shares of Common Stock issued and outstanding or held by the Company in treasury stock immediately prior to the Second Effective Date shall, automatically and without any action on the part of the respective holders thereof or the Company, be combined and converted into one (1) share of Common Stock, subject to the treatment of fractional share interests as described below (the “ Second Reverse Stock Split ”). No fractional shares of Common Stock shall be issued in connection with the Second Reverse Stock Split. Rather, fractional shares created as a result of the Second Reverse Stock Split shall be rounded up to the next whole number, such that, in lieu of fractional shares, each shareholder who would have otherwise been entitled to receive a fractional share of Common Stock as a result of the Second Reverse Stock Split shall instead be entitled to receive a whole share of Common Stock in respect thereof.”
 
 
 
 
 
IN WITNESS WHEREOF, these Articles of Amendment to the Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. have been executed by a duly authorized officer of this Company on September 13, 2017, and will become effective on September 14, 2017.
 
 
 
 
 
 
 
By:  
/s/ William O’Dowd 
 
 
 
Name:  William O’Dowd 
 
 
 
Title: CEO