Attached files
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) November 4,
2016
Dolphin Digital Media, Inc.
(Exact Name of Registrant as Specified in its Charter)
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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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
November 4, 2016, Dolphin Digital Media, Inc. (the
“Company”) and T Squared Partners LP (“T
Squared”) entered into a Warrant Purchase Agreement (the
“Agreement”) pursuant to which the Company agreed to
issue (i) 1,500,000 Series G Warrants with an exercise price of
$5.00 per share of the Company’s common stock, par value
$0.015 (“Common Stock”), and an expiration date of
January 31, 2018 (the “Series G Warrants”), (ii)
500,000 Series H Warrants with an exercise price of $6.00 per share
of Common Stock and an expiration date of January 31, 2019 (the
“Series H Warrants”), and (iii) 500,000 Series I
Warrants with an exercise price of $7.00 per share of Common Stock
and an expiration date of January 31, 2020 (the “Series I
Warrants” and together with the Series G Warrants and the
Series H Warrants, the “New Warrants”). As
consideration for the New Warrants, T Squared agreed to make a
$50,000 cash payment to the Company to reduce the aggregate
exercise price of the 7,000,000 Series E Warrants that were issued
to it on March 10, 2010 and amended on September 10, 2015 to extend
their expiration date until December 31, 2018.
The
issuance by the Company of the New Warrants to T Squared pursuant
to the Agreement was made in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended.
The
foregoing description of the Agreement is only a summary and is
qualified in its entirety by reference to the full text of the
Agreement which is filed as Exhibit 4.5 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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Warrant
Purchase Agreement between Dolphin Digital Media, Inc. and T
Squared Partners LP, dated November 4, 2016.
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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: November 10, 2016 |
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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