Business Context and Reporting Period
Dolphin Digital Media, Inc. (formerly Dolphin Entertainment, Inc.) filed this Form 8-K on April 7, 2016, reporting events occurring on April 1, 2016. The company is a Florida corporation headquartered in Coral Gables, FL.
Key Financial Metrics
This filing reports a specific capital raise event rather than periodic financial performance metrics. Key figures include:
- Gross Proceeds: $5,375,000
- Shares Issued: 21,500,000 shares of common stock
- Purchase Price: $0.25 per share
- Par Value: $0.015 per share
The filing does not provide data on revenue, profit, operating cash flow, margins, debt levels, or general liquidity beyond the proceeds from this transaction.
Material Changes
The primary material change is the entry into a Material Definitive Agreement and the unregistered sale of equity securities. The company executed subscription agreements with private investors for a private placement of 21,500,000 shares. This transaction increases the company's cash position by $5,375,000 and expands its outstanding share count.
Outlook, Risks, and Unusual Items
Future Capital Raising: The agreements include a "Quarterly Subscription" option. Investors may purchase additional shares up to the number of their initial subscription during the second, third, and fourth quarters of 2016 at the same $0.25 price. Notices must be delivered within the first ten business days of each quarter.
Regulatory Status: The shares were issued under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. They are classified as "restricted securities" and have not been registered under the Securities Act.
Risks: The filing does not explicitly list new risks, though the issuance of restricted securities limits immediate marketability for investors.
Investor Verification Checklist
- Verify the total number of shares outstanding post-transaction to assess dilution impact.
- Confirm the use of the $5,375,000 gross proceeds as disclosed in subsequent filings or press releases.
- Monitor future 8-K filings for the exercise of Quarterly Subscription options in Q2, Q3, and Q4 of 2016.
- Review the full text of the Subscription Agreement (Exhibit 10.1) for specific covenants or restrictions not summarized in the 8-K.