Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.




Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 23, 2020, Dolphin Entertainment, Inc. (the "Company") filed an Amendment (the "Amendment") to the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation") with the Secretary of State of the State of Florida to effect a 1-for-5 reverse stock split (the "Reverse Stock Split") of the authorized, issued and outstanding shares of the Company's common stock, par value $0.015 per share (the "Common Stock"). The form of Amendment was approved by the Company's Board of Directors (the "Board"). The Reverse Stock Split will be effective as of 12:01 a.m. (Eastern Time) on November 27, 2020 (the "Effective Time"). At the Effective Time, the number of authorized shares of Common Stock will be reduced from 200,000,000 shares to 40,000,000. The par value per share of Common Stock remains unchanged. As a result, each shareholder's percentage ownership interest in the Company and proportional voting power remains unchanged. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock.

Shareholder approval of the Reverse Stock Split was not required under Florida law, as the rights or preferences of the Company's shareholders were not adversely affected and the percentage of authorized shares remaining unissued after the Reverse Stock Split remains unchanged.

The Common Stock will begin trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on November 27, 2020. The trading symbol for the Common Stock will remain "DLPN." The new CUSIP number for the Common Stock following the Reverse Stock Split is 25686H 209.

The foregoing description of the Reverse Stock Split and Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.




Item 7.01

Regulation FD Disclosure.

On November 25, 2020, the Company issued a press release announcing the Reverse Stock Split. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01

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