[S-1] Dolphin Entertainment, Inc. Files IPO Registration Statement

Rhea-AI Filing Summary

Dolphin Entertainment, Inc. filed a registration statement describing resale and issuance mechanics tied to a purchase agreement with Lincoln Park Capital Fund, LLC that could provide up to $15,000,000 of aggregate purchases of common stock. The filing discloses limits on share issuance set by a 4.99% Beneficial Ownership Cap and a 19.99% Exchange Cap unless shareholder approval is obtained or the average purchase price meets a threshold.

The company reports convertible instruments that could materially dilute equity, including 2,369,470 shares from conversion of Series C preferred and up to 6,920,697 shares from convertible promissory notes aggregating $10,492,873, with various conversion price mechanics tied to 30-day and 90-day trading averages (e.g., $1.21 and $1.18 as of September 29, 2025). Net tangible book value per share is shown negative at $(2.03) pre-offering and $(0.56) as adjusted after the offering, producing $1.84 dilution per share for new investors. The company flags numerous risk factors, including history of net losses, significant indebtedness, potential material weaknesses in internal controls, dependence on entertainment-marketing demand, and pending litigation. The filing references proxy and shareholder votes being sought to lift issuance caps and includes exhibits and agreements related to prior acquisitions, registration rights, and convertible note amendments.

Positive

• Access to up to $15,000,000 in potential equity purchases from Lincoln Park provides a near-term financing source
• Registration covers Initial Commitment Shares and permits resale mechanics that can supply liquidity without negotiated private placements

Negative

• Existing convertible instruments could create up to 6,920,697 additional shares from $10,492,873 of notes, producing significant dilution
• Net tangible book value per share is negative at $(2.03) pre-offering and only improves to $(0.56) after the offering, implying $1.84 dilution to new investors
• Issuance under the Purchase Agreement is constrained by a 4.99% Beneficial Ownership Cap and a 19.99% Exchange Cap unless shareholder approval or pricing thresholds are met
• The company discloses history of net losses, significant indebtedness, potential material weaknesses in internal controls, and pending litigation as risk factors

Insights

Corporate Finance Analyst

TL;DR: The Lincoln Park facility offers liquidity but carries notable equity dilution and shareholder-approval constraints.

The up to $15.0M purchase arrangement with Lincoln Park provides a ready buyer for newly issued shares tied to market-price mechanics, which can supply near-term cash without a fixed interest burden. However, issuance is capped by a 4.99% Beneficial Ownership limit and a 19.99% Exchange Cap absent shareholder approval, restricting immediate access to the full commitment.

Convertible instruments total over $10.49M of principal and could convert into roughly 6.92M shares under specified formulas, increasing share count materially. Watch for the company's 2025 shareholder vote and any amendments to conversion pricing; both will determine the pace of dilution over the next 12 months.

Securities/Corporate Lawyer

TL;DR: Registration and disclosure align with standard resale and registration-rights practices but hinge on shareholder approvals and transfer-agent/DTC mechanics.

The filing discloses registration of Initial Commitment Shares and Additional Commitment Shares and identifies conditions that suspend purchases, including SEC registration lapses, delisting events, DTC/DWAC authorization loss, transfer-agent failures, insolvency events, or material breaches of the Purchase Agreement. These contractual stop-conditions protect both parties but may delay planned equity raises.

Investors should track the preliminary proxy seeking shareholder approval and any SEC comments on the registration statement; outcomes within the next few months will materially affect the registrant's ability to issue shares under the Purchase Agreement.

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As filed with the U.S. Securities and Exchange Commission on October 3, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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DOLPHIN ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

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Florida	000-50621	86-0787790
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

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150 Alhambra Circle, Suite 1200

Coral Gables, FL 33134

(305) 774-0407

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William O’Dowd, IV

Chief Executive Officer

Dolphin Entertainment, Inc.

150 Alhambra Circle, Suite 1200

Coral Gables, FL 33134

(305) 774-0407

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Copies to:

Clayton Parker, Esq.

K&L Gates LLP

200 South Biscayne Boulevard, Suite 3900
Miami, FL 33131

(305) 539-2399

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			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 7(a)(2)(B) of the Securities Act.  ☐ 

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.  

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

Subject to Completion, Dated October 3, 2025

PRELIMINARY PROSPECTUS

Up to 9,244,698 Shares of Common Stock

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This prospectus relates to the issuance by us of an aggregate of up to 9,244,698 shares of our common stock, $0.015 par value per share (the “Common Stock”), by Lincoln Park Capital Fund, LLC (the “Selling Securityholder”) (including 244,698 shares of the Common Stock which have been issued as initial commitment shares under the Purchase Agreement). The shares included in this prospectus consist of shares of Common Stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Securityholder, from time to time after the date of this prospectus, pursuant to a common stock purchase agreement we entered into with the Selling Securityholder on August 12, 2025 (the “Purchase Agreement”), in which the Selling Securityholder has committed to purchase from us, at our direction, up to $15,000,000 of our Common Stock, subject to terms and conditions specified in the Purchase Agreement. See the section titled “Committed Equity Financing” for a description of the Purchase Agreement and the section titled “Selling Securityholder” for additional information regarding the Selling Securityholder.

We are not selling any shares of Common Stock being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by the Selling Securityholder.

The Selling Securityholder may sell or otherwise dispose of the shares of Common Stock included in this prospectus in a number of different ways and at varying prices. See the section titled “Plan of Distribution” for more information about how the Selling Securityholder may sell or otherwise dispose of the Common Stock being offered in this prospectus. The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution”.

We are a “smaller reporting company” as those terms are defined under the federal securities laws and, as such, have elected to comply with certain reduced public company disclosure and reporting requirements.

The Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “DLPN”. On September 29, 2025, the last reported sales price of the Common Stock as reported on Nasdaq was $1.28 per share.

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Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 3 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated                     , 2025

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		3
USE OF PROCEEDS		5
DILUTION		6
DETERMINATION OF OFFERING PRICE		7
MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY		7
COMMITTED EQUITY FINANCING		7
SELLING SECURITYHOLDER		13
DESCRIPTION OF OUR SECURITIES		14
PLAN OF DISTRIBUTION		17
LEGAL MATTERS		18
EXPERTS		18
WHERE YOU CAN FIND MORE INFORMATION		18
INFORMATION INCORPORATED BY REFERENCE		19

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading “Where You Can Find More Information”.

You should rely only on the information contained in this prospectus or any supplement to this prospectus, filed with the SEC. Neither we nor the Selling Securityholder have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

You should read this prospectus and the documents incorporated by reference in this prospectus in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

For investors outside of the United States: Neither we nor the Selling Securityholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Dolphin,” “we,” “us,” “our” and similar terms refer to Dolphin Entertainment, Inc. (f/k/a Dolphin Digital Media, Inc.) and its consolidated subsidiaries.

 ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus and the documents incorporated by reference herein and therein constitute “forward-looking statements” and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and intentions and are not historical facts and typically are identified by use of terms such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “will,” “would” and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management’s current judgment and expectations, but our actual results, events and performance could differ materially from those in the forward-looking statements. Such forward-looking statements include, without limitation:

	·	the effects of a challenging economy on the demand for our marketing services, on our clients’ financial condition and our business or financial condition;
	·	risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened economy;
	·	potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;
	·	our expectations regarding the potential benefits and synergies we can derive from our acquisitions;
	·	our expectations to offer clients a broad array of interrelated services, the impact of such strategy on our future profitability and growth and our belief regarding our resulting market position;
	·	our beliefs regarding our competitive advantages;
	·	our intention to hire new individuals or teams whose existing books of business and talent rosters can be accretive to revenues and profits of the business and our expectations regarding the impact of such additional hires on the growth of our revenues and profits;
	·	our beliefs regarding the drivers of growth in the entertainment publicity and marketing segment, the timing of such anticipated growth trend and its resulting impact on the overall revenue;
	·	our intention to expand into television production in the near future;
	·	our belief regarding the transferability of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle, and Always Alpha’s skills and experience to related business sectors and our intention to expand our involvement in those areas;
	·	our intention to selectively pursue complementary acquisitions to enforce our competitive advantages, scale and grow;
	·	our belief that such acquisitions will create synergistic opportunities and increased profits and cash flows, and our expectation regarding the timing of such acquisitions;
	·	our expectations to raise funds through loans, additional sales of our common stock, securities convertible into our common stock, debt securities or a combination of financing alternatives; and
	·	our intention to implement improvements to address material weaknesses in internal control over financial reporting.

The forward-looking statements contained in this prospectus reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future effect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

	·	our ability to continue as a going concern;
	·	our history of net losses and our ability to generate a profit;
	·	our significant indebtedness and our ability to obtain additional financing or service the existing indebtedness;
	·	the volatility of the price of our common stock and the possibility that shareholders could incur substantial losses;

iii

	·	our ability to accurately predict our clients’ acceptance of our differentiated business model that offers interrelated services;
	·	our ability to successfully identify and complete acquisitions in line with our growth strategy and anticipated timeline, and to realize the anticipated benefits of those acquisitions;
	·	any failure to maintain the security and functionality of our information systems or to defend against or otherwise prevent a cybersecurity attack of breach;
	·	our ability to maintain compliance with Nasdaq listing requirements;
	·	adverse events, trends and changes in the entertainment or entertainment marketing industries that could negatively impact our operations and ability to generate revenues;
	·	loss of a significant number of entertainment publicity and marketing clients and the ability of our clients to terminate or alter our business relationship on short notice;
	·	the ability of key clients to increase their marketing budgets as anticipated;
	·	our ability to continue to successfully identify and hire new individuals or teams who will provide growth opportunities;
	·	uncertainty that our strategy of hiring of new individuals or teams will positively impact our revenues and profits;
	·	lack of demand for strategic communications services by traditional and non-traditional media clients who are expanding their activities in the content production, branding and consumer products public relation sectors;
	·	economic factors that adversely impact the entertainment industry, as well as advertising, production and distribution revenue in the online and motion picture industries;
	·	economic factors that adversely impact the food and hospitality industries;
	·	competition for talent and other resources within the industry and our ability to enter into agreements with talent under favorable terms;
	·	our ability to attract and/or retain the highly specialized services of the 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle, and Always Alpha executives and employees and our CEO;
	·	availability of financing from investors under favorable terms;
	·	Potential dilution of our shareholder interests resulting from our issuance of equity securities;
	·	Our Series C Convertible Preferred shareholder’s significant voting power limiting the ability of our common shareholders to influence our business;
	·	our ability to adequately address material weaknesses in internal control over financial reporting; and
	·	uncertainties regarding the outcome of pending litigation.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in Company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Please refer to the section titled “Risk Factors” elsewhere in this prospectus and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequent Quarterly Report on Form 10-Q, which are incorporated by reference into this prospectus, additional information regarding factors that could affect the Company’s results of operations, financial condition and liquidity. Any forward-looking statements, which we make in this prospectus, speak only as of the date of such statement, and we undertake no obligation to update such statements, except as otherwise required by applicable law. We can give no assurance that such forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this report or included in our other periodic reports filed with the SEC incorporated by reference herein could materially and adversely impact our operations and our future financial results. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Any public statements or disclosures made by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this prospectus will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this prospectus.

iv

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

We are a leading independent entertainment marketing and production company. Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept., LLC (“The Digital Dept.”) formerly known as Sociality LLC (“Socialyte”) and Be Social Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects Media, LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”), we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality, lifestyle and charitable industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global public relations (“PR”) and marketing leaders for the industries they serve. As a group, they were recognized as the #1 PR firm in the country in the prestigious Observer rankings earlier this year. The Digital Dept. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, Dolphin Films, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. Our Common Stock trades on The Nasdaq Capital Market under the symbol “DLPN”.

We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses. We believe that complementary businesses can create synergistic opportunities and bolster profits and cash flow. While we may acquire additional companies in the future, we are not in active negotiations with any such companies, and there is no assurance that we will be successful in acquiring any additional companies, whether in 2025 or at all.

We have also established an investment strategy, “Ventures” or “Dolphin 2.0,” based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others’ assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. We intend to enter into Venture investments during 2025, but there is no assurance that we will be successful in doing so, whether in 2025 or at all.

We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production. The content production segment is composed of Dolphin Films and Dolphin Digital Studios, which produce and distribute feature films and digital content.

Our Company

We were originally incorporated in the State of Nevada on March 7, 1995, and we subsequently domesticated in the State of Florida on December 4, 2014. Effective July 6, 2017, we changed our name from Dolphin Digital Media, Inc. to Dolphin Entertainment, Inc. Our corporate headquarters is located at 150 Alhambra Circle, Suite 1200, Coral Gables, Florida 33134. We also have offices located at 600 3rd Avenue, 23rd Floor, New York, NY, 10016, 1840 Century Park East, Suite 200, Los Angeles, California 90067 and 12 Court Street, Suite 1800, Brooklyn, NY, 11201. Our telephone number is (305) 774-0407 and our website address is www.dolphinentertainment.com. Neither our website nor any information contained on, or accessible through, our website is part of this prospectus.

Dolphin and Dolphin’s subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

The Offering

Issuance of Common Stock  

Shares of Common Stock to be offered by the Selling Securityholder	(i) 244,698 commitment shares issued to the Selling Securityholder upon execution of the Purchase Agreement (the “Initial Commitment Shares”). We will not receive any cash proceeds from the issuance of the Initial Commitment Shares. (ii) Up to 9,000,000 shares that we may sell to the Selling Securityholder under the Purchase Agreement from time to time after the date of this prospectus (subject to the limitations under the Purchase Agreement, including the $15,000,000 total commitment available thereunder) (the “Purchase Shares”), which includes up to an additional 122,349 shares we may issue for no cash consideration to the Selling Securityholder from time to time pro-rata in connection with the purchase of up to $15,000,000 of shares of Common Stock under the Purchase Agreement (the “Additional Commitment Shares” and, together with the Initial Commitment Shares, the “Commitment Shares”). We will not receive any cash proceeds from the issuance of the Additional Commitment Shares.
Shares of Common Stock outstanding prior to this offering	11,982,422 shares.
Shares of Common Stock outstanding after giving effect to the issuance of the shares registered hereunder	20,982,422 shares.
Use of proceeds	We will not receive any proceeds from the resale of shares of Common Stock included in this prospectus by the Selling Securityholder. However, we may receive up to $15,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of Common Stock that we may elect to make to the Selling Securityholder pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the date of this prospectus.
	We expect to use the net proceeds that we receive from sales of our Common Stock to the Selling Securityholder, if any, under the Purchase Agreement for working capital and general corporate purposes. See the section titled “Use of Proceeds.”
Risk factors	See the section titled “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Nasdaq Capital Market ticker symbol	“DLPN.”

The number of shares of Common Stock to be outstanding is based on 11,982,422 shares of Common Stock outstanding as of September 29, 2025 and excludes:

· 713,306 shares of Common Stock available for future issuance under our incentive compensation plan;

	·	2,369,470 shares of our Common Stock issuable upon the conversion of 50,000 shares of Series C Convertible Preferred Stock outstanding;
	·	6,920,697 shares of Common Stock issuable upon the conversion of thirty-five convertible promissory notes in the aggregate principal amount of $10,492,873. Twenty-seven of the convertible promissory notes in the aggregate principal amount of $6,792,873 are convertible at a purchase prices ranging from $1.00 to $7.82 per share. One of the convertible promissory notes with a principal balance of $100,000 is convertible at a 30-day trading average closing price. The other seven convertible promissory notes with an aggregate principal amount of $3,600,000 are convertible at a 90-day trading average closing price. For purposes of this calculation, we used the 30-day and 90-day trading average price as of September 29, 2025, which were $1.21 per share and $1.18 per share, respectively. Three of the convertible promissory notes that may be converted using a 90-day trading average price may not be converted at a price lower than $5.00 per share and four of the convertible promissory notes that may be converted using a 90-day trading average price may not be converted at a price lower than $4.00 per share.

2 

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the risks described below and the risks described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference herein, as well as the financial or other information included in this prospectus or incorporated by reference in this prospectus, including our consolidated financial statements and the related notes, before you decide to buy our securities. If any of the events or developments described below were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our securities could decline and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risks Relating to the Purchase Agreement

The sale or issuance of our common stock to the Selling Securityholder may cause dilution and the sale of the shares of common stock acquired by the Selling Securityholder, or the perception that such sales may occur, could cause the price of our common stock to fall.

On August 12, 2025, we entered into the Purchase Agreement with the Selling Securityholder, pursuant to which the Selling Securityholder committed to purchase up to $15 million of our common stock. In connection with the execution of the Purchase Agreement, we issued 244,698 shares of our common stock to the Selling Securityholder as a commitment fee on August 12, 2025. The purchase shares sold pursuant to the Purchase Agreement may be sold by us to the Selling Securityholder at our discretion from time to time over a 36-month period. The purchase price for shares that we may sell to the Selling Securityholder under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

We have the right to control the timing and amount of any sales of our shares to the Selling Securityholder in our sole discretion, subject to certain limits on the amount of shares that can be sold on a given date. Sales of shares of our common stock, if any, to the Selling Securityholder will depend upon market conditions and other factors to be determined by us. Therefore, the Selling Securityholder may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase Agreement and, after it has acquired shares, the Selling Securityholder may sell all, some or none of those shares. Sales to the Selling Securityholder by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to the Selling Securityholder, or the anticipation of such sales, could make it more difficult for us to sell equity or equity related securities in the future at a time and at a price that we might otherwise wish to effect sales, which could have a materially adverse effect on our business and operations.

You may experience future dilution as a result of future equity offerings or the exercise of stock options.

To raise additional capital, we may in the future offer additional shares of our common stock at prices that may not be the same as the price per share in this offering. The price per share at which we sell additional shares of our common stock in future transactions may be higher or lower than the price per share paid by investors in this offering. To the extent that convertible promissory notes may be converted, or other shares issued, you may experience further dilution.

We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our shareholders.

Beginning one business day following the Commencement Date (as defined in the Purchase Agreement) and thereafter for a period of thirty-six months, the Company has the right, but not the obligation, on any business day selected by the Company, provided that on such day the last closing sale price per-share of our common stock is not less than $0.10 as reported by the Nasdaq Capital Market, to require the Selling Securityholder to purchase up to 20,000 shares of common stock (the “Regular Purchase Amount”) price per purchase notice (each such purchase, a “Regular Purchase”). The Regular Purchase Amount may be increased to (i) up to 25,000 shares if the closing price of our common stock is not below $1.50, as reported by the Nasdaq Capital Market; (ii) up to 50,000 shares if the closing price of our common stock is not below $1.75, as reported by the Nasdaq Capital Market; (iii) up to 75,000 shares if the closing price of our common stock is not below $2.00, as reported on the Nasdaq Capital Market; and (iv) up to 100,000 shares if the closing price of our common stock is not below $2.50, as reported on the Nasdaq Capital Market (each such share amount being subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the Purchase Agreement). The Selling Securityholder’s committed obligation under each Regular Purchase shall not exceed $500,000.

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Our ability to sell shares to the Selling Securityholder and obtain funds under the Purchase Agreement is limited by the terms and conditions in the Purchase Agreement, including restrictions on the amounts we may sell to the Selling Securityholder at any one time, and a limitation on our ability to sell shares to the Selling Securityholder to the extent that it would cause the Selling Securityholder to beneficially own more than 4.99% of our outstanding shares of common stock. Additionally, we will only be able to sell or issue to the Selling Securityholder 2,346,371 shares in total under the Purchase Agreement, which is equal to 19.99% of the shares of common stock outstanding on the date of the Purchase Agreement, unless we obtain shareholder approval or the average price of such sales exceeds $1.12, a price equal to the lower of (i) the closing price of the common stock on August 12, 2025 or (ii) the arithmetic average of the five closing prices for the common stock immediately preceding the execution of the Agreement, as calculated in accordance with Nasdaq rules. 9,244,698 shares minus the amount of the Commitment Shares sold at a sale price of $1.28 per share, which was the closing price of our common stock on Nasdaq on September 29, 2025, would result in proceeds to the Company in the amount of $11,400,969. Therefore, we may not in the future have access to the full amount available to us under the Purchase Agreement, depending on the price of our common stock. In addition, any amounts we sell under the Purchase Agreement may not satisfy all of our funding needs, even if we are able and choose to sell and issue all of our common stock currently registered.

The extent we rely on the Selling Securityholder as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from the Selling Securityholder were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we sell all $15,000,000 of common stock under the Purchase Agreement to the Selling Securityholder, we may still need additional capital to finance our future plans and working capital needs, and we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities including common stock, convertible debt or warrants to acquire common stock. These securities could be issued at or below the then prevailing market price for our common stock. In addition, the holders of our outstanding debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on our outstanding debt would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.

Our management might apply the net proceeds from this offering in ways with which you do not agree and in ways that may impair the value of your investment.

We currently intend to use the net proceeds from this offering primarily for working capital and general corporate purposes. Our management has broad discretion as to the use of such proceeds and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might apply these proceeds in ways with which you do not agree or in ways that ultimately do not yield a favorable return. If our management applies such proceeds in a manner that does not yield a significant return, if any, on our investment of such net proceeds, it could compromise our ability to pursue our growth strategy and adversely affect the market price of our common stock.

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USE OF PROCEEDS

This prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the Selling Securityholder. All of the Common Stock offered by the Selling Securityholder pursuant to this prospectus will be sold by the Selling Securityholder for its own account. We will not receive any of the proceeds from these sales. We may receive up to $15 million aggregate gross proceeds under the Purchase Agreement from any sales we make to the Selling Securityholder pursuant to the Purchase Agreement. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell shares of Common Stock to the Selling Securityholder after the date of this prospectus. See the section titled “Plan of Distribution” elsewhere in this prospectus for more information.

We expect to use any proceeds that we receive under the Purchase Agreement for working capital, acquisitions, and general corporate purposes. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds.

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DILUTION

The sale of Common Stock to the Selling Securityholder pursuant to the Purchase Agreement will have a dilutive impact on our shareholders. In addition, the lower our stock price is at the time we elect to sell shares to the Selling Securityholder under the Purchase Agreement, the more shares of Common Stock we will have to sell to the Selling Securityholder to achieve the same gross proceeds amount, in which case our existing shareholders would experience greater dilution.

The amount that the Selling Securityholder will receive for our common stock when resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our Common Stock.

As of June 30, 2025, we had a net tangible book value of $(22,646,074), or $(2.03) per share of Common Stock. Our net tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares of our Common Stock outstanding as of June 30, 2025.

After giving effect to (i) the sale of 8,907,007 shares of Common Stock to the Selling Securityholder pursuant to the Purchase Agreement at an assumed price of $1.28 per share, the closing price of our Common Stock on Nasdaq on September 29, 2025, (ii) the issuance of 337,691 Commitment Shares and (iii) deducting estimated offering expenses of $87,812 payable by us, and without giving effect to the Beneficial Ownership Cap under the Purchase Agreement, our as adjusted net tangible book value as of June 30, 2025, would have been approximately $(11,332,917), or $(0.56) per share. This represents an immediate increase in net tangible book value of $1.46 per share to existing shareholders and an immediate dilution of $1.84 per share to new investors.

The following table illustrates this dilution on a per share basis:

Assumed public offering price per share						$	1.28
Net tangible book value per share of common stock as of June 30, 2025		$	(2.03	)
Increase in net tangible book value per share attributable to this offering		$	1.46
As adjusted, net tangible book value per share after this offering						$	(0.56	)
Dilution per share to new investors purchasing shares in this offering						$	1.84

The foregoing table is based on 11,169,449 shares of our Common Stock outstanding as of June 30, 2025, and excludes, as of such date, the following:

· 2,369,470 shares of our Common Stock issuable upon the conversion of 50,000 shares of Series C Convertible Preferred Stock outstanding;

	·	555,605 shares of our Common Stock issued in July 2025 upon conversion of two convertible promissory notes at prices ranging between $1.07 and $1.09 per share;
	·	12,670 shares of our Common Stock issued to employees under the employee stock compensation plan;
	·	6,920,697 shares of Common Stock issuable upon the conversion of thirty-five convertible promissory notes in the aggregate principal amount of $10,492,873. Twenty-seven of the convertible promissory notes in the aggregate principal amount of $6,792,873 are convertible at a purchase prices ranging from $1.00 to $7.82 per share. One of the convertible promissory notes with a principal balance of $100,000 is convertible at a 30-day trading average closing price. The other seven convertible promissory notes with an aggregate principal amount of $3,600,000 are convertible at a 90-day trading average closing price. For purposes of this calculation, we used the 30-day and 90-day trading average price as of September 29, 2025, which were $1.21 per share and $1.18 per share, respectively. Three of the convertible promissory notes that may be converted using a 90-day trading average price may not be converted at a price lower than $5.00 per share and four of the convertible promissory notes that may be converted using a 90-day trading average price may not be converted at a price lower than $4.00 per share.

To the extent that outstanding options or warrants have been or may be exercised, new equity awards were or are issued, or we otherwise issued or issue additional shares of Common Stock, investors purchasing our Common Stock in this offering may experience further dilution

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DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which shares of Common Stock may be sold by the Selling Securityholder under this prospectus.

 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY

Market Information

Our Common is currently listed on Nasdaq under the symbols “DLPN”. As of September 29, 2025, there were 308 holders of record of the Common Stock.

Dividend Policy

We have never declared or paid any dividends on shares of Common Stock. We anticipate that we will retain all of our future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on Dolphin’s capital stock will be at the discretion of its board of directors.

COMMITTED EQUITY FINANCING

On August 12, 2025, we entered into the Purchase Agreement with the Selling Securityholder. In connection with the Purchase Agreement, on August 12, 2025, we also entered into a registration rights agreement, or the Registration Rights Agreement, with the Selling Securityholder, pursuant to which we agreed to take specified actions to maintain the registration of the shares of our common stock subject to the offering described in this prospectus. Pursuant to the terms of the Purchase Agreement, the Selling Securityholder has agreed to purchase from us up to $15,000,000 of our common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement and Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register under the Securities Act the resale by Selling Securityholder of up to 9,244,698 shares of Common Stock, consisting of (i) 244,698 Initial Commitment Shares that we issued to Selling Securityholder in consideration of its commitment to purchase shares of Common Stock at our election under to the Purchase Agreement and (ii) up to 9,000,000 shares that we may elect, in our sole discretion, to issue and sell to Selling Securityholder, from time to time from and after the Commencement Date (as defined in the Purchase Agreement) , which includes up to 122,349 Additional Commitment Shares issued pro rata in connection with the sale of Purchase Shares to the Selling Securityholder pursuant to the Purchase Agreement.

We may, from time to time and at our sole discretion, direct the Selling Securityholder to purchase shares of our common stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of our common stock at the time of sale as discussed below. The Selling Securityholder may not assign or transfer its rights and obligations under the Purchase Agreement.

Under applicable rules of the Nasdaq Capital Market, in no event may we issue or sell to the Selling Securityholder under the Purchase Agreement shares of our common stock in excess of 2,346,371 shares (including the Commitment Shares), which represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement, or the Exchange Cap, unless (i) we obtain shareholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) to the extent we desire to issue shares in excess of the Exchange Cap, the average price of all such sales of our common stock to the Selling Securityholder must equal or exceeds $1.12 per share (which represents the lower of (A) the official closing price of our common stock on Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and (B) the average official closing price of our Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement) adjusted such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. We have filed a preliminary proxy statement for our 2025 annual meeting of shareholders seeking shareholder approval for the issuance of shares to the Selling Securityholder in excess of the Exchange Cap. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of the Nasdaq Capital Market.

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The Purchase Agreement also prohibits us from directing the Selling Securityholder to purchase any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by the Selling Securityholder, would result in the Selling Securityholder and its affiliates exceeding a cap equal to 4.99%, or the Beneficial Ownership Cap, of our then issued and outstanding shares of common stock.

Purchase of Shares Under the Purchase Agreement

Regular Purchases

Under the Purchase Agreement, provided that the closing sale price of our common stock is not below $0.10 per share on any business day selected by us, we may, from time to time until 36 months following the Commencement Date (as defined in the Purchase Agreement), direct the Selling Securityholder to purchase up to 20,000 shares of our common stock, which we refer to as the Regular Purchase Amount, on such business day (or the purchase date), which we refer to as a Regular Purchase, provided, however, that the Selling Securityholder’s committed obligations under each Regular Purchase cannot exceed $500,000. The Regular Purchase Amount may be increased to (i) up to 25,000 shares if the closing price of our common stock is not below $1.50, as reported by the Nasdaq Capital Market; (ii) up to 50,000 shares if the closing price of our common stock is not below $1.75, as reported by the Nasdaq Capital Market; (iii) up to 75,000 shares if the closing price of our common stock is not below $2.00, as reported by the Nasdaq Capital Market; (iv) and up to 100,000 shares if the closing price of our common stock is not below $2.50, as reported by the Nasdaq Capital Market. We may direct the Selling Securityholder to purchase shares in Regular Purchases once every business day, provided that we have not failed to deliver shares for the most recent prior Regular Purchase. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement.

The purchase price per share for each such Regular Purchase will be equal to 97% of the lesser of:

· the lowest sale price for our common stock on the purchase date of such shares; or

· the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date of such shares.

Accelerated Purchases

We also have the right to direct the Selling Securityholder, on any business day on which we have properly submitted a Regular Purchase notice for the maximum amount allowed for such Regular Purchase to purchase an additional amount of our common stock (an “Accelerated Purchase”), of up to the lesser of:

· 300% of the number of shares to be purchased pursuant to such Regular Purchase; and

· 30% of the aggregate shares of our common stock traded on Nasdaq during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase date, the portion of the normal trading hours on the applicable Accelerated Purchase date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase (the “Accelerated Purchase Measurement Period”).

The purchase price per share for each such Accelerated Purchase will be equal to 97% of the lesser of:

· the volume-weighted average price of our common stock on Nasdaq during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and

· the closing sale price of our common stock on the applicable Accelerated Purchase date.

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Additional Accelerated Purchases

We also have the right to direct the Selling Securityholder on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to the Selling Securityholder in accordance with the Purchase Agreement to purchase an additional amount of our common stock, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:

· 300% of the number of shares to be purchased pursuant to such Regular Purchase; and

· 30% of the aggregate shares of our common stock traded on Nasdaq during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase date, the portion of the normal trading hours on the applicable Accelerated Purchase date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase date we refer to as the Accelerated Purchase Measurement Period.

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to the Selling Securityholder on a single Accelerated Purchase date, provided that all prior Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) have been completed and all of the shares to be purchased thereunder have been properly delivered to the Selling Securityholder in accordance with the Purchase Agreement.

The purchase price per share for each such Additional Accelerated Purchase will be equal to 97% of the lower of:

· the volume-weighted average price of our common stock on Nasdaq during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and

· the closing sale price of our common stock on the applicable Accelerated Purchase date.

In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as set forth in the Purchase Agreement. Other than as set forth above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to the Selling Securityholder.

Suspension Events

Suspension events under the Purchase Agreement include the following:

· the effectiveness of the registration statement of which this prospectus forms apart lapses for any reason (including, without limitation, the issuance of a stop order by the SEC), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by the Selling Securityholder of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period, but excluding a lapse or unavailability where (i) we terminate a registration statement after the Selling Securityholder has confirmed in writing that all of the shares of our common stock covered thereby have been resold or (ii) we supersede one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering the shares of our common stock covered by the Purchase Agreement (provided in the case of this clause (ii) that all of the shares of our common stock covered by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);

· suspension by the principal market listing our common stock from trading for a period of one business day;

· the delisting of our common stock from the Nasdaq Capital Market; provided, however, that the common stock is not immediately thereafter trading on the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American, the NYSE Arca, OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing);

· the failure for any reason by our transfer agent to issue shares to the Selling Securityholder within two business days after any purchase date, Accelerated Purchase date or Additional Accelerated Purchase date, as applicable, on which the Selling Securityholder is entitled to receive such shares;

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· any breach of the representations, warranties, covenants or other terms or conditions contained in the Purchase Agreement or Registration Rights Agreement that has or could have a Material Adverse Effect (as defined in the Purchase Agreement) and, in the case of a breach of a covenant that is reasonably curable, that is not cured within a period of at least five business days;

· our common stock ceases to be DTC authorized and ceases to participate in the DWAC/FAST systems or if we fail to maintain the service of our transfer agent (or a successor transfer agent) with respect to the issuance of Purchase Shares or Additional Commitment Shares under the Purchase Agreement;

· if at any time the Exchange Cap is reached and our shareholders have not approved the transactions contemplated by the Purchase Agreement in accordance with the applicable rules and regulations of the Nasdaq Capital Market, to the extent applicable;

	·	any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; or
	·	if at any time the Selling Securityholder’s broker is unable to accept Purchase Shares for deposit.

The Selling Securityholder does not have the right to terminate the Purchase Agreement upon any of the suspension events set forth above; however, the Purchase Agreement will automatically terminate upon initiation of insolvency or bankruptcy proceedings by or against us. During a suspension event, all of which are outside of the Selling Securityholder’s control, we are not permitted to direct the Selling Securityholder to purchase any shares of our common stock under the Purchase Agreement.

Our Termination Rights

The Purchase Agreement will automatically terminate upon the earlier of (a) the date we sell all $15.0 million in shares of Common Stock to the Selling Securityholder under the Purchase Agreement, and (b) the first day of the month immediately following the 36-month anniversary of the Commencement. The Purchase Agreement will also automatically terminate upon commencement of a voluntary or involuntary bankruptcy proceeding by or against us, as more fully described in the Purchase Agreement.

If the Commencement shall not have occurred on or before December 15, 2025 due to the failure to satisfy the conditions required for the Commencement to occur, subject to customary exceptions, either we or the Selling Securityholder may terminate the Purchase Agreement at the close of business on such date or thereafter.

We have the unconditional right, at any time after the Commencement Date (as defined in the Purchase Agreement), for any reason and without any payment or liability to us, to give notice to the Selling Securityholder to terminate the Purchase Agreement.

No Short-Selling or Hedging by the Selling Securityholder

The Selling Securityholder has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement.

Prohibitions on Variable Rate Transactions

Subject to specified exceptions included in the Purchase Agreement, we are limited in our ability to enter into specified variable rate transactions until the thirty-six-month anniversary of the date of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our common stock after the date of issuance, the issuance of securities with embedded anti-dilution provisions, the issuance of securities with an embedded put or call right or at a price subject to being reset after the initial issuance contingent on our business or market performance or entry into any new “equity line of credit.” However, we are permitted to enter into certain “at-the-market offerings” exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer.

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Effect of Performance of the Purchase Agreement on our Shareholders

All shares registered in this offering that have been or may be issued or sold by us to Selling Securityholder under the Purchase Agreement are expected to be freely tradable. Shares registered in this offering may be sold over a period of up to approximately thirty-six months beginning one business day after the Commencement Date (as defined in the Purchase Agreement). The sale by Selling Securityholder of a significant number of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to Selling Securityholder, if any, will depend upon market conditions and other factors to be determined by us, in our sole discretion. We may ultimately decide to sell to Selling Securityholder all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Selling Securityholder, after Selling Securityholder has acquired the shares, Selling Securityholder may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Selling Securityholder by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Selling Securityholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Selling Securityholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to Selling Securityholder and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct the Selling Securityholder to purchase up to $15,000,000 of our common stock, exclusive of the Commitment Shares being issued to the Selling Securityholder as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement. The Purchase Agreement generally prohibits us from issuing or selling to the Selling Securityholder under the Purchase Agreement (i) shares of our common stock in excess of the Exchange Cap, unless we obtain shareholder approval to issue shares in excess of the Exchange Cap or the shares we desire to sell in excess of the Exchange Cap must be sold for an average price that equals or exceeds $1.12 per share, such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules and (ii) any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Selling Securityholder, would exceed the Beneficial Ownership Cap of 4.99% of our then issued and outstanding shares of common stock. We have filed a preliminary proxy statement for our 2025 annual meeting of shareholders seeking shareholder approval for the issuance of shares to the Selling Securityholder in excess of the Exchange Cap.

The following table sets forth the amount of gross proceeds we would receive from the Selling Securityholder from our sale of shares to the Selling Securityholder under the Purchase Agreement at varying purchase prices:

Assumed Average Purchase Price Per Share		Number of Registered Purchase Shares to be Issued if Full Purchase (1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Securityholder (2)		Gross Proceeds from the Sale of Shares to the Selling Securityholder Under the Purchase Agreement
$0.75		8,945,278(4)		44.1%		$         6,708,959
$1.00		8,927,185(4)		44.1%		$         8,927,185
$1.15(3)		8,916,364 (4)		44.1%		$      10,253,819
$1.25		8,909,165(4)		44.1%		$      11,136,456
$1.50		8,891,217(4)		44.1%		$      13,336,826
$1.75		8,571,428		43.2%		$      15,000,000

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(1) Includes the total number of Purchase Shares that we would have sold under the Purchase Agreement at the corresponding assumed average purchase price set forth in the first column up to the aggregate purchase price of $15,000,000, if available, without regard for the Beneficial Ownership Cap or the Exchange Cap. Until we obtain shareholder approval to issue shares of our common stock in excess of the Exchange Cap, we may only issue 2,346,371 shares under the Purchase Agreement. Excludes the Initial Commitment Shares issued to Lincoln Park upon entering into the Purchase Agreement, and the Additional Commitment Shares issuable in connection with sales of Purchase Shares to Lincoln Park. We have filed a preliminary proxy statement for our 2025 annual meeting of shareholders seeking shareholder approval for the issuance of shares to the Selling Securityholder in excess of the Exchange Cap.

	(2)	The denominator is based on 11,982,422 shares outstanding as of September 29, 2025, adjusted to include the issuance of the number of shares of common stock (including Additional Commitment Shares) which we would have sold and issued to the Selling Securityholder, assuming the purchase price in the adjacent column. The numerator is based on the number of shares of common stock (including Additional Commitment Shares) which we would have sold and issued to the Selling Securityholder based on the assumed purchase price set forth in the adjacent column, and the Initial Commitment Shares.
	(3)	The closing sale price per share of our common stock on August 12, 2025.

(4) Although the Purchase Agreement provides that we may sell up to $15.0 million of our common stock to Lincoln Park, we are only registering 9,244,698 shares of our common stock (244,698 of which represent the Initial Commitment Shares that were issued on August 13, 2025 and up to 122,349 that may be issued by us to Lincoln Park as Additional Commitment Shares) are being registered for resale under the registration statement of which this prospectus forms a part. Therefore, only 9,000,000 of such shares of common stock represent Purchase Shares and Additional Commitment Shares that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement, which may or may not cover all the shares of our common stock we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share.

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 SELLING SECURITYHOLDER

This prospectus relates to the offer and sale by Lincoln Park Capital Fund, LLC of up to 9,244,698 shares of Common Stock that have been and may be issued by us to Lincoln Park Capital Fund, LLC under the Purchase Agreement. For additional information regarding the shares of Common Stock included in this prospectus, see the section titled “Committed Equity Financing” above. We are registering the shares of Common Stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with the Selling Securityholder on August 12, 2025 in order to permit the Selling Securityholder to offer the shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as set forth in the section titled “Plan of Distribution” in this prospectus, Lincoln Park Capital Fund, LLC has not had any material relationship with us within the past three years.

The table below presents information regarding the Selling Securityholder and the shares of Common Stock that may be resold by the Selling Securityholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Securityholder, and reflects holdings as of August 12, 2025. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of Common Stock being offered for resale by the Selling Securityholder under this prospectus. The Selling Securityholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Securityholder will hold the shares before selling them, and we are not aware of any existing arrangements between the Selling Securityholder and any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock being offered for resale by this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which the Selling Securityholder has sole or shared voting and investment power. The percentage of shares of Common Stock beneficially owned by the Selling Securityholder prior to the offering shown in the table below is based on an aggregate of 11,982,422 shares of our Common Stock outstanding on September 29, 2025. Because the purchase price to be paid by the Selling Securityholder for shares of Common Stock, if any, that we may elect to sell to the Selling Securityholder from time to time under the Purchase Agreement will be determined on the applicable dates for such purchases, the actual number of shares of Common Stock that we may sell to the Selling Securityholder under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Securityholder of all of the shares of Common Stock being offered for resale pursuant to this prospectus.

Number of Shares of Common Stock Owned Prior to Offering

Maximum Number of Shares of Common Stock to be Offered

Number of Shares of Common Stock Owned After Offering

Name of Selling Securityholder

Number(1)

Percent(2)

Pursuant to this Prospectus

Number(3)

Percent(2)

Lincoln Park Capital Fund, LLC(4)

5

*

%

9,244,698

5

*

* Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock.

(1) Represents the 5 warrants to purchase Common Stock purchased by the Selling Securityholder in a private placement on January 3, 2020. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Securityholder may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of Lincoln Park Capital Fund’s control, including the registration statement that includes this prospectus becoming and remaining effective. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to the Selling Securityholder to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by the Selling Securityholder, would cause the Selling Securityholder’s beneficial ownership of our Common Stock to exceed the 4.99% Beneficial Ownership Cap. The Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain shareholder approval to do so, or unless the average price per share paid by the Selling Securityholder for all shares of Common Stock purchased by the Selling Securityholder under the Purchase Agreement equals or exceeds $1.12 per share, in which case the Exchange Cap limitation would no longer apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement. We have filed a preliminary proxy statement for our 2025 annual meeting of shareholders seeking shareholder approval for the issuance of shares to the Selling Securityholder in excess of the Exchange Cap.

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(2) Applicable percentage ownership is based on 11,982,422 shares of our Common Stock outstanding as of September 29, 2025.

(3) Assumes the sale of all shares being offered pursuant to this prospectus by the Selling Securityholder.

(4) Josh Scheinfeld and Jonathan Cope, the Managing Members of the Selling Securityholder, are deemed to be beneficial owners of all of the shares of Common Stock owned by the Selling Securityholder. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under the prospectus in connection with the transactions contemplated under the Purchase Agreement. The Selling Securityholder is not a licensed broker dealer or an affiliate of a licensed broker dealer.

DESCRIPTION OF OUR SECURITIES

The following is a summary of the rights of our securities. This summary is qualified by reference to the complete text of our amended and restated certificate of incorporation and amended and restated bylaws filed as exhibits to the registration statement of which this prospectus forms a part.

The following description of our Common Stock is based upon our amended and restated articles of incorporation, as amended, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our amended and restated articles of incorporation, as amended, and our bylaws, copies of which are filed as exhibits to the Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Authorized and Outstanding Stock

Our authorized capital stock consists of:

· 200,000,000 shares of Common Stock, $0.015 par value per share; and

· 10,000,000 shares of preferred stock in one or more series, $0.001 par value per share.

As of September 29, 2025, there were 11,982,422 shares of Common Stock issued and outstanding.

Common Stock

The holders of our Common Stock are generally entitled to one vote for each share held on all matters submitted to a vote of the shareholders and do not have any cumulative voting rights. Unless otherwise required by Florida law, once a quorum is present, matters presented to shareholders, except for the election of directors, will be approved by a majority of the votes cast. The election of directors is determined by a plurality of the votes cast.

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Holders of our Common Stock are entitled to receive dividends if, as and when declared by the Board out of funds legally available for that purpose, subject to preferences that may apply to any preferred stock that we issue. In the event of our dissolution or liquidation, after satisfaction of all our debts and liabilities and distributions to the holders of any preferred stock that we issued, or may issue in the future, of amounts to which they are preferentially entitled, the holders of Common Stock will be entitled to share ratably in the distribution of assets to the shareholders.

There are no cumulative, subscription or preemptive rights to subscribe for any additional securities which we may issue, and there are no redemption provisions, conversion provisions or sinking fund provisions applicable to the Common Stock. The rights of holders of Common Stock are subject to the rights, privileges, preferences and priorities of any class or series of preferred stock.

Our amended and restated articles of incorporation, as amended and bylaws do not restrict the ability of a holder of our Common Stock to transfer his or her shares of our Common Stock.

All shares of our Common Stock will, when issued, be duly authorized, fully paid and nonassessable. The shares to be issued by us in this offering will be when issued and paid for, validly issued, fully paid and nonassessable.

Preferred Stock

Under our amended and restated articles of incorporation, as amended, we are authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series. We are authorized to issue preferred stock with such designation, rights and preferences as may be determined from time to time by our Board. Accordingly, the Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock and, in certain instances, could adversely affect the market price of our Common Stock.

Series C Convertible Preferred Stock

On February 23, 2016, we designated 1,000,000 shares of preferred stock as Series C Convertible Preferred Stock, par value $0.001 per share, which may be issued only to an “Eligible Series C Preferred Stock Holder” as defined in our articles of incorporation, as amended. As part of the merger consideration in our acquisition of Dolphin Films, Inc., on March 7, 2016, we issued 1,000,000 shares of Series C Convertible Preferred Stock to Dolphin Entertainment, LLC (“DELLC”), an entity wholly owned by our President, Chairman and Chief Executive Officer, William O’Dowd. Effective July 6, 2017, we amended our articles of incorporation to reduce the number of Series C Convertible Preferred Stock outstanding in light of our 1-for-20 reverse stock split from 1,000,000 to 50,000 shares and to clarify the voting rights of the Series C Convertible Preferred Stock as described below.

As of September 29, 2025, and subject to the restrictions described below, the Series C Preferred Stock could be converted into 2,369,470 shares of our Common Stock and the holder is entitled to 7,108,410 votes, which is approximately 37.2% of our voting securities. The holder of Series C Convertible Preferred Stock is entitled to vote together as a single class on all matters upon which common shareholders are entitled to vote. On January 21, 2025, the Company’s shareholders approved an amendment to the terms of the Series C Convertible Preferred Stock included in our Articles of Incorporation to decrease the number of votes per share of common stock the Series C is convertible into from ten votes per share to three votes per share to comply with the Nasdaq voting rights rule (Rule 5640). On November 12, 2020, we entered into a stock restriction agreement with Dolphin Entertainment, LLC that prohibits the conversion of Series C Convertible Preferred Stock into Common Stock unless the majority of the independent directors of the board of directors vote to remove the restriction. The Stock Restriction Agreement shall terminate upon a Change of Control (as such term is defined in the Stock Restriction Agreement) of the Company.

The Certificate of Designation also provides for a liquidation value of $0.001 per share and dividend rights of the Series C on parity with the Company’s Common Stock.

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Anti-Takeover Provisions

As described above, our amended and restated articles of incorporation, as amended, provide that our Board may issue preferred stock with such designation, rights and preferences as may be determined from time to time by our Board. Our preferred stock could be issued quickly and utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company or make removal of management more difficult. Our amended and restated articles of incorporation, as amended, and our bylaws provide that special meetings may be called only by a majority vote of the Board or by the holders of not less than 40% of all the shares entitled to vote.

Florida Anti-Takeover Statute

As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the Florida Business Corporation Act, a publicly held Florida corporation may not engage in abroad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:

· prior to the time that such shareholder became an interested shareholder, the board of directors of the corporation approved either the affiliated transaction or the transaction which resulted in the shareholder becoming an interested shareholder;

· upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting shares of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting shares outstanding, but not the outstanding voting shares owned by the interested shareholder, those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;

· the affiliated transaction has been approved by a majority of the disinterested directors;

· the corporation has not had more than 300 shareholders of record at any time during the 3 years preceding the announcement date;

· the interested shareholder has been the beneficial owner of at least 80% of the corporation’s outstanding voting shares for at least 3 years preceding the announcement date;

· the interested shareholder is the beneficial owner at least 90% of the outstanding voting shares of the corporation exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; and

· the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.

An interested shareholder is defined as a person who together with affiliates and associates beneficially owns more than 15% of a corporation’s outstanding voting shares. We have not made an election in our amended and restated articles of incorporation, as amended, to opt out of Section 607.0901.

In addition, we are subject to Section 607.0902 of the Florida Business Corporation Act, which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our Board approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our Board, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

Indemnification

Both our amended and restated articles of incorporation, as amended, and bylaws provide for indemnification of our directors and officers to the fullest extent permitted by Florida law.

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Exchange Listing

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “DLPN”.

Transfer Agent

The transfer agent and registrar for our securities is Nevada Agency and Transfer Company. The transfer agent’s address is 50 W Liberty St, #880, Reno, NV 89501.

PLAN OF DISTRIBUTION

9,244,698 shares of our Common Stock may be offered by this prospectus by the Selling Securityholder pursuant to the Purchase Agreement. The Common Stock may be sold or distributed from time to time by the Selling Securityholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the Common Stock offered by this prospectus could be affected in one or more of the following methods:

· ordinary brokers’ transactions;

· transactions involving cross or block trades;

· through brokers, dealers, or underwriters who may act solely as agents;

· “at the market” into an existing market for the Common Stock;

· in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

· in privately negotiated transactions; or

· any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The Selling Securityholder has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the Common Stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Selling Securityholder has informed us that each such broker-dealer will receive commissions from the Selling Securityholder that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling Securityholder and/or purchasers of the Common Stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor the Selling Securityholder can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between the Selling Securityholder or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the Selling Securityholder, and any other required information.

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We will pay the expenses incident to the registration, offering, and sale of the shares to the Selling Securityholder. We have agreed to indemnify the Selling Securityholder and certain other persons against certain liabilities in connection with the offering of shares of Common Stock hereunder, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Securityholder has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Securityholder specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement that includes this prospectus to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares of our common stock offered by this prospectus by the Selling Securityholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of our common stock by the Selling Securityholder, any compensation paid by the Selling Securityholder to any such brokers, dealers, underwriters or agents, and any other required information.

The Selling Securityholder has represented to us that at no time prior to the Purchase Agreement has the Selling Securityholder or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. The Selling Securityholder agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised the Selling Securityholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Securityholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

 LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by K&L Gates LLP.

EXPERTS

The audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.dolphinentertainment.com. The information on our web site, however, is not, and should not be deemed to be, a part of or incorporated by reference in this prospectus.

This prospectus is a part of a registration statement on Form S-1 that we filed with the SEC and does not contain all of the information in the registration statement. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above. 

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INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of the offering:

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025 as amended by that Annual Report on Form 10-K/A for the fiscal year ended on December 31, 2024, filed with the SEC on April 30, 2025;

· our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, filed with the SEC on May 13, 2025 and August 14, 2025, respectively;

· our Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that relate to such items) filed with the SEC on January 17, 2025, January 24, 2025, February 27, 2025, April 2, 2025, May 7, 2025, May 13, 2025, August 13, 2025 and August 29, 2025;

· a description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2020, including any amendment or reports filed for the purpose of updating this description.

We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You may request, and we will provide you with, a copy of these filings at no cost by calling us at (305) 774-0407 or by writing to us as the following address: 150 Alhambra Circle, Suite 1200, Coral Gables, FL 33134. You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on the “Investor Relations” page of our website at www.dolphinentertainment.com. The information found on our website, or that may be accessed by links on our website, is not part of this prospectus. We have included our website address solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our common stock.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses (other than underwriting discounts and commissions) in connection with the issuance and distribution of the securities registered hereby. The Company will bear all of these expenses. All amounts are estimated except for the SEC registration fee:

SEC registration fee		$	1,621.40
Legal fees and expenses			75,000.00
Accounting fees and expenses			10,000.00
Miscellaneous fees and expenses			1,000.00
Total expenses		$	87,621.40

Item 14. Indemnification of Directors and Officers

The Florida Business Corporation Act (the “Florida Act”) authorizes the indemnification of officers, directors, employees and agents under specified circumstances. Under Section 607.0831 of the Florida Act, a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless (1) the director breached or failed to perform his or her duties as a director and (2) the director’s breach of, or failure to perform, those duties constitutes: (a) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, either directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Act are applicable, (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct, or (e) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

Under Section 607.0851 of the Florida Act, a corporation has power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of the corporation), because the individual is or was a director or officer against liability incurred in the proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the director or officer did not meet the relevant standard of conduct described above.

In addition, under Section 607.0852 of the Florida Act, a corporation must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual in connection with the proceeding.

In addition, under Section 607.0853 of the Florida Act, a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if: (a) the director or officer is not entitled to mandatory indemnification under Section 607.0852 of the Florida Act; and (b) it is ultimately determined under Section 607.0854 or Section 607.0855 (as described below) that the director or officer has not met the relevant standard of conduct described in Section 607.0851 of the Florida Act or the director or officer is not entitled to indemnification under Section 607.0859 of the Florida Act. The advancement of expenses must be authorized by a majority of the disinterested members of the board of directors or a majority of the disinterested shareholders.

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Section 607.0854 of the Florida Act provides that, unless the corporation’s articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board of directors or of the shareholders in the specific case, a director or officer of the corporation who is a party to a proceeding because he or she is or was a director or officer may apply for indemnification or an advance for expenses, or both, to a court having jurisdiction over the corporation which is conducting the proceeding, or to a circuit court of competent jurisdiction. Our articles of incorporation do not provide any such exclusion. After receipt of an application and after giving any notice it considers necessary, the court may order indemnification or advancement of expenses upon certain determinations of the court.

Section 607.0855 of the Florida Act provides that, unless ordered by a court under Section 607.0854, a corporation may not indemnify a director or officer under Section 607.0851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director or officer has met the relevant standard of conduct set forth in Section 607.0851.

Section 607.0857 of the Florida Act provides that a corporation has the power to purchase and maintain insurance on behalf of and for the benefit of an individual who is entitled to indemnification as set forth therein, and Section 607.0858 of the Florida Act provides that the indemnification provided pursuant to Section 607.0851 and Section 607.0852, and the advancement of expenses provided pursuant to Section 607.0853 are not exclusive. A corporation may, by a provision in its articles of incorporation, bylaws or any agreement, or by vote of shareholders or disinterested directors, or otherwise, obligate itself in advance of the act or omission giving rise to a proceeding to provide any other or further indemnification or advancement of expenses to any of its directors or officers.

Section 607.0859 of the Florida Act provides that, unless ordered by a court under provisions of Section 607.0854 of the Florida Act, a corporation may not indemnify a director or officer under Section 607.0851 or Section 607.0858 or advance expenses to a director or officer under Section 607.0853 or Section 607.0858 if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) willful or intentional misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder; (b) a transaction in which a director or officer derived an improper personal benefit; (c) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; or (d) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable (relating to unlawful distributions).

Our amended and restated articles of incorporation, as amended, provide that we shall, to the fullest extent provided, authorized, permitted or not prohibited by the Florida Act and our bylaws, indemnify our directors and officers, from and against any and all of the expenses or liabilities incurred in defending a civil or criminal proceeding or other specified matters in the manner provided in our amended and restated articles of incorporation. Our bylaws also provide for indemnification of our directors and officers to the fullest extent permitted by law. We maintain directors’ and officers’ liability insurance for the benefit of our officers and directors.

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Item 15. Recent Sales of Unregistered Securities

Sales of Unregistered Securities Pursuant to Acquisitions

Acquisition of Socialyte, LLC

In connection with a membership interest purchase agreement (the “Socialyte Purchase Agreement”), by and between the Company and NSL Ventures, LLC (“NSL”), on November 14, 2022, we, issued NSL 673,129 shares of our common stock. In addition, we issued NSL 342,617 shares of our common stock in satisfaction of the closing date working capital adjustment.

The shares of common stock issued or to be issued by the Company to NSL pursuant to the Socialyte Purchase Agreement have been or will be, as applicable, issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Acquisition of Special Projects Media LLC

In connection with a membership interest purchase agreement (the “Special Projects Purchase Agreement”), by and among the Company and the sellers signatory thereto (collectively, the “Sellers”), on October 2, 2023, we issued 1,250,000 shares of common stock of the Company to the Sellers, as consideration for the acquisition of Special Projects, which amount was subject to adjustment based on a customary post-closing cash consideration adjustment. On May 14, 2024, the parties to the Special Projects Purchase Agreement entered into an Amendment to the Membership Interest Purchase Agreement (the “Amendment”), pursuant to which the parties amended the Special Projects Purchase Agreement to revise the working capital adjustment mechanism to provide that the Working Capital Surplus (as defined in the Special Projects Purchase Agreement) plus a ten percent premium will be paid to the Sellers by issuing 357,289 shares of common stock of the Company on May 15, 2024.

The shares of common stock issued or to be issued by the Company to the Sellers pursuant to the Special Projects Purchase Agreement have been or will be, as applicable, issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Acquisition of Elle Communications, LLC

In connection with a membership interest purchase agreement (the “Elle Purchase Agreement”), by and between the Company and Danielle Finck (“Finck”), on July 15, 2024 issued 1,008,557 shares of common stock of the Company to Finck, as consideration for the acquisition of Elle, which amount is subject to adjustment based on a customary post-closing cash consideration adjustment.

The shares of common stock issued or to be issued by the Company to Finck pursuant to the Elle Purchase Agreement have been or will be, as applicable, issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Sales of Unregistered Securities Pursuant to Convertible Notes

2022 and 2023 Convertible Notes

Between November 28, 2022 and January 9, 2023, we entered into subscription agreements with three individuals for five convertible promissory notes in the aggregate principal amount of $1,850,000 and received cash proceeds of $1,850,000. The notes bear interest at a rate of 10% per annum. Two of the notes, in the principal amount of $450,000, mature in four years from their issuance date and the remaining three notes mature two 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 note into common stock of the Company using the 90-day trailing average trading price of the Company’s common stock. The floor on such conversion price is $2.50 in one note and $2.00 in the remaining notes.

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.

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DE LLC Note Exchange Agreement

On May 12, 2025, we entered into an exchange agreement (the “Exchange Agreement”) with Dolphin Entertainment LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer and director, William O’Dowd, pursuant to which, the Company and DE LLC agreed to exchange the three nonconvertible promissory notes in the aggregate principal amount of $2,242,873 currently held by DE LLC for three convertible promissory notes (the “New Notes”) in the same principal amounts. As consideration for the exchange, the Company and DE LLC agreed to extend the maturity date on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note, with a principal balance of $1,000,000 now matures on October 29, 2029 and one note, with a principal balance of $135,000 now matures on December 10, 2029. The New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the New Notes and any accrued interest thereon at any time before the maturity date of the respective note into common stock of the Company. The conversion price of each of the New Notes is $1.00 per share.

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

2025 Convertible Notes

As previously disclosed, we issued three convertible promissory notes to an existing investor of the Company. On January 13, 2025, the Company and the investor agreed to amend the convertible promissory notes to (i) extend the maturity date of the promissory notes to January 13, 2027 and (ii) lower the minimum conversion price to $1.00 per share. Per the terms of the amendments, the investor may convert the $1,500,000 outstanding principal balance of the convertible promissory notes and the accrued interest thereon into an amount of shares of the Company’s common stock equal to the quotient obtained by dividing (i) the principal and interest being converted by (ii) the 90-trading day average price per share of common stock as of the date of the existing investor’s notice of conversion, but in no event shall the conversion price be less than $1.00.

During the period between January 16, 2025 and September 21, 2025, we issued twenty- three convertible promissory notes that each bear interest at 10% per annum and received proceeds of $3,250,000. The convertible promissory notes have the following maturity dates and conversion prices:

Date of issuance			Note amount				Conversion Price		Maturity Date
1/16/2025			$	100,000			90-day average trading closing price but not less than $1.01 per share		1/16/2027
1/30/2025			$	100,000			30-day average trading closing price but not less than $1.01 per share		1/30/2028
2/18/2025			$	325,000			$1.11 per share		2/18/2030
2/21/2025			$	100,000			$1.02 per share		2/21/2030
3/24/2025			$	50,000			$1.07 per share		3/24/2029
3/31/2025			$	100,000			$1.01 per share		3/31/2027
4/2/2025			$	50,000			$1.01 per share		4/2/2029
4/4/2025			$	100,000			$1.00 per share		4/4/2027
4/9/2025			$	140,000			$1.00 per share		4/9/2029
4/15/2025			$	125,000			$1.03 per share		4/15/2029
5/1/2025			$	300,000			$1.00 per share		5/1/2026
5/6/2025			$	200,000			$1.00 per share		5/6/2026
5/30/2025			$	100,000			$1.07 per share		5/30/2029
6/26/2025			$	110,000			$1.12 per share		6/26/2029
7/7/2025			$	100,000			$1.16 per share		7/7/2029
7/24/2025			$	100,000			$1.25 per share		7/24/2028
7/28/2025			$	250,000			$1.28 per share		7/28/2029
8/21/2025			$	100,000			$1.04 per share		8/21/2030
8/21/2025			$	100,000			$1.04 per share		5/21/2030
8/26/2025			$	400,000			$1.07 per share		8/26/2030
8/26/2025			$	100,000			$1.07 per share		8/26/2030
8/26/2025			$	100,000			$1.07 per share		8/26/2030
9/21/2025			$	100,000			$1.28 per share		9/21/2030

As previously disclosed on July 7, 2025 and July 23, 2025, a holder of a convertible promissory note issued on October 4, 2022 (the “Oct 4^th Note”) with a principal balance of $500,000 converted the Oct 4^th Note into 463,861 shares of our common stock. On each of December 15, 2022 and January 13, 2023, we issued two convertible promissory notes in the amount of $500,000 each to the holder of the Oct 4^th Note holder. The convertible promissory notes were convertible based on a 90-day average closing price. On August 26, 2025, we and the investor agreed to amend the convertible promissory notes to (i) extend the maturity date of the convertible promissory notes to August 26, 2030 and (ii) fix the conversion price at $1.07 per share. Per the terms of the amendments, the investor may convert the $1,000,000 outstanding principal balance of the promissory notes and the accrued interest thereon into an amount of shares of our 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 our common stock for the five trading days immediately preceding August 26, 2025.

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On July 23, 2025, a holder of a convertible promissory note issued January 16, 2025, with a principal balance of $100,000 converted the convertible promissory note into 91,744 shares of our common stock.

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.

Lincoln Park 2025 Purchase Agreement

On August 12, 2025, the Company issued 244,698 commitment shares the Selling Securityholder upon execution of the LP 2025 Purchase Agreement.

The foregoing issuances were made in a transaction not involving a public offering pursuant to an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act, or Regulation D or Regulation S promulgated under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules

(a) The following exhibits are included herein or incorporated by reference.

Exhibit No.		Description			Incorporated by Reference
1.1		Underwriting Agreement, dated October 31, 2023			Incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2023.
2.1		Agreement and Plan of Merger, dated July 5, 2018, by and among the Company, The Door, Merger Sub and the Members.			Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on July 11, 2018.
2.3*		Membership Interest Purchase Agreement dated as of October 2, 2023, by and among Dolphin Entertainment, Inc., and the Sellers party thereto.			Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2023.
2.4		Amendment to Share Purchase Agreement			Incorporated herein by reference to Exhibit 2.1 to Quarterly Report on Form 10-Q, filed on May 15, 2024.
2.5*		Membership Interest Purchase Agreement dated as of July 15, 2024, by and between Dolphin Entertainment, Inc. and Danielle Finck.			Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on July 19, 2024.
3.1		Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc.			Incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 13, 2025.
3.2		Bylaws of Dolphin Digital Media, Inc., dated as of December 3, 2014.			Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 9, 2014.
4.1		Registration Rights Agreement, dated July 5, 2018, by and among the Company and the Members party thereto.			Incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K, filed on July 11, 2018.
4.2		Description of Common Stock			Incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020
4.3		Form of Convertible Promissory Note			Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 13, 2023.
4.4		Registration Rights Agreement dated as of October 2, 2023, by and among Dolphin Entertainment, Inc., and the Sellers party thereto.			Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 6, 2023.
4.5		Form of Dolphin Entertainment LLC Convertible Note			Incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q, filed on May 13, 2025.

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Exhibit No.		Description			Incorporated by Reference
4.6			Registration Rights Agreement dated August 12, 2025 with Lincoln Park Capital Fund, LLC		Incorporated herein by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q, filed on August 14, 2025.
5.1		Legal Opinion of K&L Gates LLP			Filed herewith.
10.1		Dolphin Entertainment Inc., 2017 Equity Incentive Plan.†			Incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8, filed on August 8, 2017.
10.2			Purchase agreement dated August 10, 2022 with Lincoln Park Capital Fund, LLC		Incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q, filed on August 15, 2022.
10.3			Registration Rights Agreement dated August 10, 2022 with Lincoln Park Capital Fund, LLC		Incorporated herein by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q, filed on August 15, 2022.
10.4			Membership Interest Purchase Agreement dated as of November 14, 2022, by and between Dolphin Entertainment, Inc. and NSL Ventures, LLC.		Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 14, 2022.
10.5			Form of Subscription Agreement		Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2023.
10.6			Form of Second Amendment to Promissory Notes		Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2025.
10.7			Bass Consulting Agreement dated May 13, 2025		Incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q, filed on May 13, 2025.
10.8			Dolphin Entertainment LLC Note Exchange Agreement		Incorporated herein by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q, filed on May 13, 2025.
10.9			Purchase Agreement dated August 12, 2025 with Lincoln Park Capital Fund, LLC		Incorporated herein by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q, filed on August 14, 2025.
10.10			Form of Third Amendment to Promissory Notes		Incorporated herein by references to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 29, 2025
21.1			List of Subsidiaries of the Company.		Incorporated herein by reference to Exhibit 21.1 to Annual Report on Form 10-K, filed on March 27, 2025.
23.1			Consent of Grant Thornton LLP		Filed herewith.
23.2			Consent of K&L Gates LLP (Included in Exhibit 5.1)		Filed herewith.
107			Filing Fee Table		Filed herewith.

† Management contract or compensatory plan or arrangement.

* Schedules (and similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

(b) Financial Statement Schedules.

The financial statement schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.

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Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

  (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-8 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Coral Gables, State of Florida, on this 3rd day of October, 2025.

	DOLPHIN ENTERTAINMENT, INC.
	By:	/s/ William O’Dowd, IV
		William O’Dowd, IV Chief Executive Officer
	By:	/s/ Mirta A. Negrini
		Mirta A Negrini Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William O’Dowd, IV and Mirta A. Negrini, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ William O’Dowd, IV		President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		October 3, 2025
William O’Dowd, IV
/s/ Mirta A. Negrini		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		October 3, 2025
Mirta A. Negrini
/s/ Michael Espensen		Director		October 3, 2025
Michael Espensen
/s/ Nelson Famadas		Director		October 3, 2025
Nelson Famadas
/s/ Hilarie Bass		Director		October 3, 2025
Hilarie Bass
/s/ Nicholas Stanham		Director		October 3, 2025
Nicholas Stanham
/s/ Claudia Grillo		Director		October 3, 2025
Claudia Grillo

II-9 

FAQ

What is the maximum amount Lincoln Park can purchase under the Purchase Agreement for DLPN?

Lincoln Park can purchase up to $15,000,000 in aggregate purchases of common stock under the Purchase Agreement, subject to caps and conditions.

How many shares could convert from existing convertible notes and preferred into DLPN common stock?

The filing discloses 2,369,470 shares from Series C preferred conversion and up to 6,920,697 shares issuable upon conversion of convertible promissory notes totaling $10,492,873.

What are the ownership limits that restrict sales to Lincoln Park?

Issuances are limited by a 4.99% Beneficial Ownership Cap and a 19.99% Exchange Cap unless shareholder approval is obtained or the average purchase price condition is met.

What was the net tangible book value per share before and after the offering?

Net tangible book value per share was $(2.03) as of June 30, 2025 pre-offering and $(0.56) as adjusted after the offering.

Are there conditions that can suspend purchases under the Purchase Agreement?

Yes. Purchases may be suspended by events such as an SEC registration lapse, suspension or delisting from Nasdaq, transfer-agent failures, insolvency proceedings, or material breaches.