UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
Current
Report
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INTRODUCTORY NOTE
On October 2, 2023 (the “Closing Date”), Dolphin Entertainment, Inc., a Florida corporation (the “Company”), acquired all of the issued and outstanding membership interests of Special Projects Media LLC, a New York limited liability company (“Special Projects”), pursuant to a membership interest purchase agreement dated the Closing Date, by and among the Company and the sellers signatory thereto (the “Acquisition”). Special Projects is a New York based talent booking and creative content agency.
This Current Report on Form 8-K/A amends the Current Report on Form 8-K the Company filed on October 6, 2023, to include Special Projects audited financial statements as of and for the years ended December 31, 2022 and 2021, the unaudited financial statements as of and for the nine months ended September 30, 2023 and the unaudited pro forma combined financial information related to the Acquisition required by Items 9.01(a) and 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The audited consolidated balance sheets of Special Projects as of December 31, 2022 and 2021 and the related consolidated statements of operations, consolidated statements of members’ equity and consolidated statements of cash flows for the years ended December 31, 2022 and 2021, together with the accompanying notes thereto and the unaudited consolidated financial statements of Special Projects as of and for the nine month period ended September 30, 2023 are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information, including the condensed combined balance sheet as of September 30, 2023, statement of operations for the nine months ended September 30, 2023 and statement of operations for the period ending December 31, 2022 are filed as Exhibit 99.2 and are incorporated herein by reference. The unaudited pro forma condensed combined financial information was prepared giving effect to the Acquisition as if it had occurred on January 1, 2022. This unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what the Company's actual results of operations or financial position would have been if the Acquisition had occurred on the dates indicated, nor are they necessarily indicative of the Company's future operating results or financial position.
(d) Exhibits. The following exhibits are filed as part of this report.
| Exhibit No. | Description | |
| 23.1 | Consent of Grant Thornton, LLP | |
| 99.1 | Historical Consolidated Financial Information of Special Projects Media, LLC | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of Dolphin Entertainment, Inc. | |
| 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: December 18, 2023 | By: |
/s/ Mirta A. Negrini | ||||
| Mirta A. Negrini | ||||||
| Chief Financial and Operating Officer | ||||||