Business Context and Reporting Period
Company: Dolphin Digital Media, Inc. (formerly Dolphin Entertainment, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: November 4, 2016
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The document focuses exclusively on a specific capital transaction.
- Cash Inflow: $50,000 received from T Squared Partners LP.
- Transaction Purpose: Reduction of the aggregate exercise price for 7,000,000 existing Series E Warrants.
Material Changes and Transaction Details
On November 4, 2016, the Company entered into a Warrant Purchase Agreement with T Squared Partners LP. The Company issued new warrants in exchange for a cash payment intended to modify the terms of existing warrants.
New Warrants Issued
| Series | Quantity | Exercise Price | Expiration Date |
|---|---|---|---|
| Series G | 1,500,000 | $5.00 | January 31, 2018 |
| Series H | 500,000 | $6.00 | January 31, 2019 |
| Series I | 500,000 | $7.00 | January 31, 2020 |
Consideration: T Squared paid $50,000 cash. This payment reduces the aggregate exercise price of 7,000,000 Series E Warrants previously issued to T Squared (originally issued March 10, 2010; amended September 10, 2015).
Regulatory Basis: Issuance relied on Section 4(a)(2) of the Securities Act of 1933 (unregistered sale).
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. No specific risks or contingencies are detailed beyond the standard disclosure that the summary is qualified by the full text of the Warrant Purchase Agreement (Exhibit 4.5).
Investor Verification Checklist
- Verify the specific reduction amount applied to the aggregate exercise price of the 7,000,000 Series E Warrants.
- Review the full text of the Warrant Purchase Agreement (Exhibit 4.5) for covenants, anti-dilution provisions, or other conditions not summarized in the 8-K.
- Confirm the current status and remaining exercise price of the Series E Warrants post-transaction.
- Check for any subsequent filings regarding the exercise or expiration of the new Series G, H, and I warrants.