Current Report Filing (8-k)
April 25 2022 - 5:17PM
Edgar (US Regulatory)
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2022-04-19
2022-04-19
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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): April 19, 2022
DOLPHIN
ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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, Florida
33134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code (305) 774
-0407
Not Applicable
(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))
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 |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2022, Dolphin Entertainment,
Inc., a Florida corporation (the “Company”) received a notice (the “Notice”) from
The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its
Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file
all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This notification has no immediate
effect on the listing of the Company’s shares on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq
Listing Rule, the Company’s common stock will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar
days to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq
may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K to regain compliance. If Nasdaq does not accept
the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company expects to file the
Form 10-K within the 60-day period described above, which would eliminate the need for the Company to submit a formal plan to regain compliance.
Item 7.01 Regulation
FD Disclosure.
On April
25, 2022, the Company issued a press release disclosing its receipt of the Notice referenced above. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This
information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate
it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By furnishing
this information on this Current Report on Form 8-K, we make no admission as to the materiality of any information in this report that
is required to be disclosed solely by reason of Regulation FD.
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: April 25, 2022 |
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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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