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DOLPHIN ENTERTAINMENT, INC. : Other Events (form 8-K)

05/15/2020 | 02:10pm

Item 8.01 Other Events.

Dolphin Entertainment, Inc. (the "Company") is filing this Current Report on
Form 8-K with the Securities and Exchange Commission (the "SEC") to avail itself
of an extension of time to file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020 (the "Quarterly Report"), originally due on May 15,
. On March 4, 2020, the SEC issued an order (Release No. 34-88318) under
Section 36 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), granting exemptions from specified provisions of the Exchange Act and
certain rules thereunder. On March 25, 2020, the order was modified and
superseded by a new SEC order (Release No. 34-88465) (the "SEC Order"), that
provides conditional relief to public companies that are unable to timely comply
with their filing obligations as a result of the outbreak and spread of the
COVID-19 coronavirus pandemic ("COVID-19").

The Company is relying on the SEC Order to delay the filing of our Quarterly
Report due to circumstances related to the COVID-19 pandemic.

Disruptions and changes to our business caused by COVID-19 have required that we
perform additional analyses relating to COVID-19's potential impact on our
consolidated financial statements; moreover, the Company's operations and
business have experienced disruptions due to the unprecedented conditions
surrounding COVID-19. These disruptions include, but are not limited to, office
closures due to mandated social quarantining and work from home orders. The
disruptions in staffing, communications and access to personnel have resulted in
delays in getting information from some of our operating subsidiaries necessary
for the preparation and review of our consolidated financial statements.

Considering the impact of these factors, the Company will be unable to compile
and review certain information required to file the Quarterly Report by May 15,
without unreasonable effort or expense. As such, the Company will be
relying on the SEC Order and will be making use of the 45-day grace period
provided by the SEC Order to delay filing of its Quarterly Report. The Company
presently intends to file the Quarterly Report as soon as possible, but no later
than June 29, 2020, which is 45 days from the Quarterly Report's original filing
deadline of May 15, 2020.

In addition, in light of ongoing developments related to COVID-19, we are
supplementing the risk factors previously disclosed under Part I, Item 1A, "Risk
Factors" of our Annual Report on Form 10-K for the fiscal year ended December
31, 2019
, with the following risk factor:

The extent to which the COVID-19 outbreak will adversely impact the global
economy, the entertainment industry, our business, financial condition and
results of operations is highly uncertain and cannot be predicted.

The global spread of COVID-19 has created significant operational volatility,
uncertainty and disruption, both in the global economy, in general, and in the
entertainment industry, in particular. The extent to which COVID-19 will
adversely impact our business, financial condition and results of operations
will depend on numerous evolving factors, which are highly uncertain, rapidly
changing and cannot be predicted, including:

· the duration and scope of the outbreak;
· governmental, business and individual actions that have been and
continue to be taken in response to the outbreak, including travel
restrictions, quarantines, social distancing, work-at-home,
stay-at-home and shelter-in-place orders and shut-downs;
· the impact of the outbreak on the financial markets and economic
activity generally;
· the effect of the outbreak on our clients and other business partners;
· our ability to access the capital markets and sources of liquidity on
reasonable terms;
· potential goodwill or other impairment charges;
· increased cybersecurity risks as a result of remote working conditions;
· our ability during the outbreak to provide our services, including the
health and wellbeing of our employees; and
· the ability of our clients to pay for our services during and following
the outbreak.

A continued slowdown in the economy has begun to have, and we expect will
continue to have, a negative impact on many of our clients. Some clients have
begun responding to weak economic and financial conditions by reducing their
marketing budgets, thereby decreasing the market and demand for some of our
services. All of the foregoing has and will continue to impact our business,
financial condition, results of operations and forward-looking expectations. The
potential effects of COVID-19 could also heighten the risks disclosed in many of
our risk factors that are included in Part I, Item 1A, Risk Factors, in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019,
including as a result of, but not limited to, the factors described above.
Because the COVID-19 situation is unprecedented and continuously evolving, the
other potential impacts to our risk factors that are further described in our
2019 Annual Report are uncertain.


Cautionary Note Regarding Forward-Looking Statements

Statements in this Form 8-K regarding the potential future impact of the
COVID-19 outbreak are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and are provided under the
protection of the safe harbor for forward-looking statements provided by that
Act. These statements involve risks and uncertainties that could cause results
to differ materially from those projected, including, but not limited to, the
pendency and impact of the COVID-19 outbreak, government actions taken in
response to or in connection with COVID-19, shelter in place orders and
third-party business closures related to COVID-19, delayed spending on marketing
by our clients related to COVID-19, and other factors detailed from time to time
in the Company's SEC reports, including its most recent annual report on Form
10-K and subsequent quarterly reports on Form 10-Q. The Company encourages you
to consider all of these risks, uncertainties and other factors carefully in
evaluating the forward-looking statements contained in this Form 8-K. As a
result of these matters, changes in facts, assumptions not being realized or
other circumstances, the Company's actual results may differ materially from the
expected results discussed in the forward-looking statements contained in this
Form 8-K. The forward-looking statements made in this Form 8-K are made only as
of the date of this Form 8-K, and the Company undertakes no obligation to update
them to reflect subsequent events or circumstances.


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