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EX-3.1(B) - ARTICLES OF AMENDMENT - Dolphin Entertainment, Inc.dpdm_31.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported) September 14, 2017
 
Dolphin Entertainment, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 Florida
 
 000-50621
 
 86-0787790
 (State or Other Jurisdiction of Incorporation)
 
 (Commission File Number)
 
 (IRS Employer Identification No.)
 
2151 Le Jeune Road, Suite 150-Mezzanine
Coral Gables, FL
 
33134
(Address of Principal Executive Offices)
 
(Zip Code)
 
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):
 
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).
 
Emerging growth company ☐
 
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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On September 13, 2017, Dolphin Entertainment, Inc. (the “Company”) filed with the Florida Department of State Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.015 per share (“Common Stock”), on a two (2) old for one (1) new basis (the “Reverse Stock Split”), providing that the Reverse Stock Split would become effective under Florida law on September 14, 2017. Immediately after the Reverse Stock Split the number of authorized shares of Common Stock was reduced from 400,000,000 shares to 200,000,000. As a result, each shareholder’s percentage ownership interest in the Company and proportional voting power remained unchanged. Any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share of Common Stock.
 
Shareholder approval of the Reverse Stock Split was not required under Florida law, as the rights or preferences of the Company’s shareholders were not adversely affected and the percentage of authorized shares remaining unissued after the Reverse Stock Split remained unchanged.
 
The foregoing description of the Articles of Amendment is only a summary and is qualified in its entirety by reference to the complete text of the Articles of Amendment, which is filed as Exhibit 3.1(b) to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
 
 
 
 
Articles of Amendment to the Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. dated September 13, 2017.
 
 
 
 
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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: September 19, 2017
By:  
/s/ Mirta A. Negrini
 
 
 
Mirta A. Negrini
 
 
 
Chief Financial and Operating Officer
 
 

 
 
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