Item 1.01. Entry into a Material Definitive Agreement.

On June 5, 2020, Dolphin Entertainment, Inc. (the "Company") and certain institutional investors entered into a share purchase agreement (the "Purchase Agreement"), pursuant to which the Company agreed to sell to such investors an aggregate of 7,900,000 shares of common stock, par value $0.015 (the "Common Stock") in a registered direct offering, for gross proceeds of approximately $8.3 million (the "Financing"). The purchase price for each share of Common Stock is $1.05.

Pursuant to the Purchase Agreement, the Company agreed not to issue or enter into any agreement to issue Common Stock, or any securities that would entitle the holder thereof to acquire Common Stock, from June 5, 2020 until thirty (30) days after the closing of the Financing.

The Company currently intends to use the net proceeds from the Financing for general corporate purposes, including acquisitions of complementary businesses and working capital.

The Company entered into a letter agreement dated June 5, 2020 (the "Letter Agreement') with Maxim Group LLC, as exclusive placement agent (the "Placement Agent"), pursuant to which the Placement Agent agreed to act as the exclusive lead placement agent in connection with the Financing. The Company agreed to pay the Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in the Financing. The Company also agreed to reimburse the Placement Agent's legal expenses.

A copy of the Letter Agreement and form of the Purchase Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Letter Agreement and the Purchase Agreement, are subject to, and qualified in their entirety by, such documents.

On June 5, 2020, the Company issued a press release announcing the Financing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





  (d)  Exhibits




Exhibit No.   Description

5.1             Legal Opinion of K&L Gates LLP.

10.1            Letter Agreement, dated June 5, 2020, between Dolphin
              Entertainment, Inc. and Maxim Group LLC.

10.2            Form of Share Purchase Agreement dated June 5, 2020, among Dolphin
              Entertainment, Inc. and certain institutional investors.

23.1            Consent of K&L Gates LLP (included in Exhibit 5.1)

99.1            Press Release dated June 5, 2020.

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