DLPN issues $800K convertible notes; conversion at $1.04–$1.07

Rhea-AI Filing Summary

Dolphin Entertainment, Inc. issued five convertible promissory notes totaling $800,000 and received cash proceeds of $800,000. The Notes carry a 10% annual interest rate and mature five years from each issuance date. Noteholders may convert principal and accrued interest into the company's common stock prior to maturity. Two $100,000 Notes convert at $1.04 per share (the closing price on issuance); two $100,000 Notes and one $400,000 Note convert at $1.07 per share (the five-day average closing price before issuance). The filing is dated August 29, 2025 and signed by CFO Mirta A. Negrini.

Positive

• $800,000 in immediate cash proceeds strengthens short-term liquidity
• Notes carry a fixed 10% annual interest rate, providing predictable interest terms
• Conversion prices are tied to recent market prices ($1.04 and $1.07), not deeply discounted formulae

Negative

• Convertible feature creates potential equity dilution if noteholders convert principal and accrued interest
• Maturity in five years creates a long-term debt obligation if notes are not converted
• Filing does not disclose noteholder identities or any restrictive covenants in the provided text

Insights

Financial Analyst

TL;DR: Company raised $800K via five convertible notes at 10% interest with conversion options near recent trading prices.

The financing provides immediate liquidity of $800,000 through convertible promissory notes that pay 10% interest and mature in five years. Conversion features permit debt-to-equity conversion at specified prices of $1.04 and $1.07, tying potential dilution to recent market prices rather than fixed deep discounts. For investors, this is a modest capital raise that preserves cash flow but introduces potential equity dilution if converted. The terms are straightforward and documented in the 8-K; no other material covenants or security interests are disclosed in the provided text.

Corporate Governance Expert

TL;DR: Transaction appears routine with standard convertible-note terms; corporate signatory is the CFO.

The filing shows approved convertible note issuances with conversion tied to recent closing prices and executed under subscription agreements. The disclosure identifies the CFO as the signing officer, suggesting appropriate corporate authorization for reporting purposes. The document does not detail investor identities, board approvals, or related-party status, so governance implications are limited to standard reporting of a financing event.

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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): August 26, 2025

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 3.02 Unregistered Sales of Equity Securities

Amendment of Previously Issued Promissory Notes

As previously disclosed, on each of October 4, 2022 and December 15, 2022, Dolphin Entertainment, Inc. (the “Company”) issued two promissory notes in the amount of $500,000 each (as amended, the “Promissory Notes”) to an existing investor of the Company. On August 26, 2025, the Company and the holder agreed to amend the Promissory Notes (the “Third Amendments”) to (i) extend the maturity date of the Promissory Notes to August 26, 2030 and (ii) fix the conversion price at $1.07 per share. Per the terms of the Third Amendments, the Holder may convert the $1,000,000 outstanding principal balance of the Promissory Notes and the accrued interest thereon into an amount of shares of the Company’s common stock (“Common Stock”) equal to the quotient obtained by dividing (i) the principal and interest being converted by (ii) $1.07 per share, the average closing price of the Common Stock for the five trading days immediately preceding August 26, 2025.

The foregoing description of the Promissory Notes and the Third Amendments does not purport to be complete and is qualified in its entirety by reference to the Form of Note, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 and the Form of Third Amendment attached hereto as Exhibit 10.1, which are incorporated by reference herein.

Issuance of Convertible Notes

 Between August 21, 2025 and August 26, 2025, the Company entered into five subscription agreements (the “Subscription Agreements”) with investors for five convertible promissory notes (each a “Notes”) in the aggregate principal amount of $800,000 and received cash proceeds of $800,000. The Notes bear interest at a rate of 10% per annum. All of the Notes mature five years from their issuance dates. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Notes into common stock of the Company (“Common Stock”). The conversion price of two $100,000 Notes is $1.04 per share the closing price for the Common Stock on the date of their issuance, and the conversion price of two $100,000 Notes and one $400,000 Note is $1.07 per share, the average closing price of the Common Stock for the five trading days immediately preceding their date of issuance.

The foregoing description of the terms of the Subscription Agreements, the Notes and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 and are incorporated herein by reference.

The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Form of Third Amendment to Promissory Notes
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

				DOLPHIN ENTERTAINMENT, INC.
Date: August 29, 2025				By:		/s/ Mirta A. Negrini
						Mirta A. Negrini
						Chief Financial Officer

FAQ

What financing did Dolphin Entertainment (DLPN) announce in the 8-K?

The company issued five convertible promissory notes totaling $800,000 and received cash proceeds of $800,000.

What interest rate and maturity apply to the DLPN convertible notes?

The Notes bear interest at 10% per annum and mature five years from their issuance dates.

At what prices can the DLPN notes be converted into common stock?

Two $100,000 Notes convert at $1.04 per share (closing price on issuance); two $100,000 Notes and one $400,000 Note convert at $1.07 per share (five-day average before issuance).

Who signed the 8-K for Dolphin Entertainment (DLPN)?

The filing is signed by Mirta A. Negrini, Chief Financial Officer, dated August 29, 2025.

Did the filing disclose the identities of the noteholders?

No. The provided text does not disclose the identities of the investors or noteholders.