UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report
(Date of earliest event reported) November 22,
2016
Dolphin Digital
Media, Inc.
(Exact Name of
Registrant as Specified in its Charter)
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Florida
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0-506621
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86-0787790
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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2151 Le Jeune
Road, Suite 150-Mezzanine
Coral Gables,
FL
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33134
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(Address of
Principal Executive Offices)
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(Zip
Code)
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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):
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☐
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
Entry into a
Material Definitive Agreement
On December 15, 2016 and December
20, 2016, Dolphin Digital Media, Inc. (the “Company”)
entered into two separate subscription agreements (the “First
Subscription Agreements”) with two individual subscribers
(the “Subscribers”). The Subscribers were each holders
of outstanding promissory notes of the Company, issued pursuant to
certain loan and security agreements dated January 15, 2015 and May
4, 2015, respectively (collectively, the “Notes”).
Pursuant to the terms of the First Subscription Agreements, the
Company and each of the Subscribers agreed to convert their
respective aggregate amounts of principal and interest outstanding
under the Notes into shares of common stock of the Company, par
value $0.015 per share (the “Common Stock”). On
December 15, 2016, one of the Subscribers converted the principal
balance of such Subscriber’s Notes together with accrued
interest, in the aggregate amount of $1,154,246, into 230,849
shares of Common Stock at $5.00 per share as payment in full of the
Notes. On December 20, 2016, the other Subscriber converted the
principal balance of such Subscriber’s Notes together with
accrued interest, in the aggregate amount of $111,281 into 22,257
shares of Common Stock at $5.00 per share as payment in full of the
Notes.
The foregoing description of the
First Subscription Agreements is only a summary and is qualified in
its entirety by reference to the full text of the Form of
Subscription Agreement, which was previously filed as Exhibit 10.11
to the Form 10-K filed with the Securities and Exchange Commission
(the “SEC”) on March 31, 2016, which is
incorporated herein by reference.
Item
3.02
Unregistered
Sales of Equity Securities
The information set forth in Item
1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
On November 22, 2016, the Company
entered into a subscription agreement (the “Second
Subscription Agreement”) with an investor (the
“Investor”) pursuant to which the Company issued 10,000
shares of Common Stock at $5.00 per share and received gross
proceeds in the amount of $50,000.
The foregoing description of the
Second Subscription Agreement is only a summary and is qualified in
its entirety by reference to the full text of the Form of
Subscription Agreement, which was previously filed as Exhibit 10.13
to the Current Report on Form 8-K filed with the SEC on June 28,
2016, which is incorporated herein by
reference.
The shares of Common Stock issued
pursuant to the First Subscription Agreements and the Second
Subscription Agreement have not been registered under the
Securities Act and are “restricted securities” as that
term is defined by Rule 144 promulgated under the Securities
Act.
The Company issued the shares of
Common Stock to the each of the Subscribers and the Investor in
reliance upon the exemption from registration provided by Section
4(a)(2) of the Securities Act and Rule 506 of Regulation D
promulgated thereunder. Each of the Subscribers and the Investor
represented to the Company that each such Subscriber and Investor
was an “accredited investor” as defined in Rule 501(a)
under the Securities Act and that each such Subscriber’s and
Investor’s shares of Common Stock were being acquired for
investment purposes.
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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| Date: December 21, 2016 |
By:
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/s/
Mirta A.
Negrini
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Mirta A. Negrini |
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Chief Financial and Operating Officer |
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