UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): July 9, 2020
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Dolphin Entertainment, Inc.
(Exact Name of Registrant as Specified in its Charter)
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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, 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)
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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:
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 |
Warrants to purchase Common Stock, | DLPNW | 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 (§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 ¨ |
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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. ¨
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 14, 2020, Dolphin Entertainment, Inc. (the “Company”) received a letter from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it had regained compliance under Nasdaq Listing Rule 5250(c)(1). On July 9, 2020, the Company had received a letter from Nasdaq notifying them that it had violated Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Quarterly Report”) with the Securities and Exchange Commission (the “SEC”). As previously disclosed on June 30, 2020 on Form 12b-25, as amended, the Quarterly Report could not be filed by its June 29, 2020 deadline without unreasonable effort and expense because additional time was required by Company’s management to prepare the calculations of fair value for certain derivative instruments and freestanding financial instruments.
In its initial letter, Nasdaq stated that the Company had until September 7, 2020 to submit a plan to regain compliance. If Nasdaq accepted the Company’s plan, it could then grant an exception of up to 180 calendar days from the Quarterly Report’s due date, or until January 5, 2021, to regain compliance. If Nasdaq did not accept the Company's plan, the Company would have had the opportunity to appeal that decision to a Nasdaq Hearings Panel and to request a further stay pending the appeal. Nasdaq’s letter has had no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Global Select Market.
On July 13, 2020, the Company filed the Quarterly Report with the SEC and subsequently received a close-out letter from Nasdaq on July 14, 2020, which alerted the Company that it had regained compliance under Rule 5250(c)(1).
A copy of the press release announcing the July 9, 2020 and July 14, 2020 Nasdaq notifications is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
99.1
Press Release issued by Dolphin Entertainment, Inc. dated July 14, 2020
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. |
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Date: July 15, 2020 | By: | /s/ Mirta A. Negrini |
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| Name: | Mirta A. Negrini |
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| Title: | Chief Financial and Operating Officer |
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EXHIBIT 99.1
Dolphin Entertainment Regains Compliance with Nasdaq Listing Rule 5250(c)(1)
NEW YORK, NY and LOS ANGELES, CA / ACCESSWIRE / July 14, 2020 / Dolphin Entertainment, Inc. (NASDAQ: DLPN), a leading independent entertainment marketing and production company, regains compliance with Nasdaq Rule regarding the filing of its 10-Q for the quarter ended March 31, 2020.
On July 14, 2020, Dolphin Entertainment, Inc. (the “Company”) received a letter from the Nasdaq Stock Market (“Nasdaq”) notifying them that it had regained compliance under Nasdaq Listing Rule 5250(c)(1). On July 9, 2020, the Company had received a letter from Nasdaq notifying them that it had violated Rule 5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Quarterly Report”) with the Securities and Exchange Commission (the “SEC”).
On July 13, 2020, the Company filed the Quarterly Report with the SEC and subsequently received a close-out letter from Nasdaq on July 14, 2020, which alerted the Company that it had regained compliance under Rule 5250(c)(1).
About Dolphin Entertainment, Inc.
Dolphin Entertainment is a leading independent entertainment marketing and production company. Through our subsidiaries 42West, The Door and Shore Fire Media, we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the film, television, music and hospitality industries. In December 2019, all three PR firms were ranked among the Observer’s “Power 50” PR Firms in the United States, an unprecedented achievement. Dolphin's acquisition of Viewpoint Creative adds full-service creative branding and production capabilities to our marketing group. Dolphin's legacy content production business, founded by Emmy-nominated CEO Bill O'Dowd, has produced multiple feature films and award-winning digital series.
Contact:
James Carbonara
Hayden IR
(646)-755-7412
james@haydenir.com
This press release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, Dolphin Entertainment Inc.'s offering of common stock as well as expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by the use of words such as "will," "would," "anticipate," "expect," "believe," "designed," "plan," or "intend," the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, Dolphin Entertainment's actual results may differ materially from the results discussed in its forward-looking statements. Dolphin Entertainment's forward-looking statements contained herein speak only as of the date of this press release. Factors or events Dolphin Entertainment cannot predict, including those described in the risk factors contained in its filings with the Securities and Exchange Commission, may cause its actual results to differ from those expressed in forward-looking statements. Although Dolphin Entertainment believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved, and Dolphin Entertainment undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.
Source: Dolphin Entertainment, Inc.