Current Report Filing (8-k)
May 24 2022 - 05:20PM
Edgar (US Regulatory)
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2022-05-18
2022-05-18
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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): May 18, 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 May 18, 2022, Dolphin Entertainment,
Inc. (the “Company”) received a notice (the “Notice”) from the Nasdaq Listing Qualifications
staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed its
Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Form 10-Q”), the Company
remains in non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial
reports with the Securities and Exchange Commission. As previously disclosed on Form 8-K filed with the Securities and Exchange Commission
on April 25, 2022, on April 19, 2022, the Company previously received a notice from Nasdaq indicating that as a result of not
having timely filed its Annual Report on Form 10-K for the period ended December 31, 2021 (the “Form 10-K”),
the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1).
The Notice has no immediate effect
on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice provides that the Company
must submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If the plan is accepted by Nasdaq, then Nasdaq can
grant the Company up to 180 calendar days from the due date of the Form 10-K, or October 17, 2022, 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.
| Item 7.01 | Regulation FD Disclosure. |
On May
24, 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: May 24, 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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