DOLPHIN ENTERTAINMEN

DLPN
Delayed Quote. Delayed  - 08/05 04:00:00 pm
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DOLPHIN ENTERTAINMENT, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

06/09/2020 | 04:38pm

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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