Business Context and Reporting Period
Dolphin Digital Media, Inc. (formerly Dolphin Entertainment, Inc.) filed this Form 8-K on June 22, 2016, to report a material definitive agreement and unregistered sales of equity securities. The company is incorporated in Florida and maintains its principal executive offices in Coral Gables, FL.
Key Financial Metrics
This filing reports a specific capital raise event rather than periodic financial performance metrics. The filing does not provide data on revenue, profit, cash flow, margins, or existing debt levels.
- Gross Proceeds: $250,000
- Shares Issued: 50,000 shares of common stock
- Purchase Price: $5.00 per share
- Par Value: $0.015 per share
Material Changes
The primary material change is the increase in equity capital and outstanding share count resulting from the private placement. The company issued 50,000 shares to a single private investor, raising $250,000 in gross proceeds. No prior comparable period data is provided in this specific filing to calculate percentage changes in financial performance.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure regarding the securities. The shares were issued as "restricted securities" under Rule 144 and were sold in reliance on the Section 4(a)(2) exemption and Rule 506 of Regulation D. The investor represented they were an "accredited investor" acquiring the shares for investment purposes.
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance to assess dilution impact.
- Confirm the identity of the "certain private investor" and any potential related party relationships.
- Review the full Subscription Agreement (Exhibit 10.13) for any covenants, vesting schedules, or liquidation preferences not detailed in the summary.
- Check subsequent filings to determine how the $250,000 in proceeds was utilized.