UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current
Report
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Item 3.02 Unregistered Sales of Equity Securities.
Between November 28, 2022 and January 9, 2023, Dolphin Entertainment, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with three individuals for five convertible promissory notes (each a “Note”) in the aggregate principal amount of $1,850,000 and received cash proceeds of $1,850,000. The Notes bear interest at a rate of 10% per annum. Two of the notes, in the principal amount of $450,000, mature in four years from their issuance date and the remaining three Notes mature two years from their issuance dates. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Company using the 90-day trailing average trading price of the Company’s common stock. The floor on such conversion price is $2.50 in one Note and $2.00 in the remaining Notes.
The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | ||
| 10.1 | Form of Subscription Agreement | |
| 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: January 13, 2023 | By: |
/s/ Mirta A. Negrini | ||||
| Mirta A. Negrini | ||||||
| Chief Financial and Operating Officer | ||||||