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EX-3.1(B) - ARTICLES OF AMENDMENT - Dolphin Entertainment, Inc. | dpdm_31.htm |
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
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000-50621
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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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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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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.
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Description
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Articles of Amendment to the
Amended and Restated Articles of Incorporation of Dolphin
Entertainment, Inc. dated September 13, 2017.
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2
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: September 19, 2017 |
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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