UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) June 30, 2016
(Exact Name of Registrant as Specified in its Charter)
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Florida
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0-50621
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86-0787790
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2151 Le Jeune Road, Suite 150-Mezzanine
Coral Gables, FL
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33134
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (305) 774-0407
Registrant’s facsimile number, including area code: (954) 774-0405
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On June 30, 2016, Dolphin Digital Media, Inc., a Florida corporation (the “Company”), entered into substantially identical debt exchange agreements (the “Agreements”) with certain private investors (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement (the “Placement”) an aggregate of 2,552,659 shares of the Company’s common stock, par value $0.015 per share (the “Shares”), in exchange for the cancellation of an aggregate amount of $12,763,299 in currently due and outstanding debt and interest, under certain notes held by the Investors, at an exchange rate of $5.00 per Share. The Investors included Alvaro de Moya and Lileana de Moya who exchanged notes totaling $3,437,414 for 687,483 Shares, Pozo Capital Partners LLC which exchanged notes totaling $3,059,453 for 611,890 Shares and Pozo Opportunity Fund One, LLC which exchanged a note in the amount of $5,088,692 for 1,017,738 Shares.
The Company issued the Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. Each Investor represented to the Company that such Investor was an “accredited investor” as defined in Rule 501(a) under the Securities Act and that such Investor’s Shares were being acquired for investment purposes. The Shares have not been registered under the Securities Act and are “restricted securities” as that term is defined by Rule 144 promulgated under the Securities Act.
The foregoing description of the Agreements is only a summary and is qualified in its entirety by reference to the full text of the Form of Debt Exchange Agreement, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2016, which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: July 7, 2016
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By:
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/s/ Mirta A. Negrini | |
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Mirta A. Negrini
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Chief Financial and Operating Officer
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