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 20, 2018
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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.) |
2151 Le Jeune Road, Suite 150-Mezzanine
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))
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).
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Emerging growth company ¨ | |
If an emerging growth company, indicate by checkmark 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 1.01
Entry into a Material Definitive Agreement
On July 20, 2018, Dolphin Entertainment, Inc., a Florida corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), relating to an underwritten public offering of 2,000,000 shares of the Company’s common stock, par value $0.015 per share (“Common Stock”). The offering closed on July 24, 2018, and the net proceeds to the Company from the offering were approximately $5,580,000, after deducting the Underwriter’s discount and before deducting estimated offering expenses payable by the Company.
Pursuant to the Underwriting Agreement, we granted to the Underwriter the option, exercisable for a period of 45 days, to purchase up to 300,000 shares of Common Stock to cover overallotments.
The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-222847) previously filed with the Securities and Exchange Commission (“Commission”), including the prospectus dated February 2, 2018, as supplemented by a preliminary prospectus supplement filed with the Commission on July 19, 2018 and a final prospectus supplement filed with the Commission on July 23, 2018.
The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriter with customary indemnification rights under the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of Greenberg Traurig, LLP regarding the validity of the shares of Common Stock issued in the offering is attached hereto as Exhibit 5.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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.
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| DOLPHIN ENTERTAINMENT, INC. | |
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Date: July 24, 2018 | By: | /s/ Mirta A. Negrini | |
| Name: | Mirta A. Negrini | |
| Title: | Chief Financial and Operating Officer | |
