Attached files
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| EX-4.6 - FORM OF COMMON STOCK PURCHASE WARRANT - Dolphin Entertainment, Inc. | exhibit46-seriesjwarranta.htm |
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) December 29,
2016
(Exact
Name of Registrant as Specified in its Charter)
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Florida
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000-50621
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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 Identfication
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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☐
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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
December 29, 2016, Dolphin Digital Media, Inc. (the
“Company”) and KCF Investments, LLC, a Florida limited
liability company, (“KCF”) entered into (i) a purchase
agreement pursuant to which the Company purchased from KCF the
remaining 25% outstanding membership interests of Dolphin Kids
Club, LLC, a subsidiary of the Company, in exchange for the
issuance of a common stock purchase warrant exercisable for 600,000
shares of the Company's common stock, par value $0.015
(“Common Stock”) and (ii) a debt exchange agreement
pursuant to which the Company exchanged an aggregate principal
amount of $6,470,990 owing under certain loan and security
agreements in exchange for the issuance of a common stock purchase
warrant exercisable for 1,570,000 shares of Common Stock. In
connection with the agreements, the Company and KCF entered into a
Common Stock Purchase Warrant “J” Agreement (the
Warrant “J” Agreement”) pursuant to which the
Company agreed to issue to KCF an aggregate of up to 2,170,000
shares of Common Stock
(as adjusted from time to time as provided in the Warrant
“J” Agreement) with an initial exercise price of $0.015
per share of Common Stock, and an expiration date of December 29,
2020 (the “Series “J”
Warrant”).
On
December 29, 2016, the Company and BBCF 2011, LLC
(“BBCF”), an affiliate of KCF, entered into a
termination agreement pursuant to which the parties agreed to
terminate all of BBCF's rights to profit distributions from Dolphin
Digital Studios, Inc., a subsidiary of the Company, arising under
equity finance agreements dated March 14, 2011 and June 29, 2011,
in exchange for the issuance of a common stock purchase warrant
exercisable for 170,000 shares of Common Stock. In connection with
the termination agreement, the Company and BBCF entered into a
Common Stock Purchase Warrant “K” Agreement (the
Warrant “K” Agreement) pursuant to which the Company
agreed to issue to BBCF up to 170,000 shares of the Company's Common Stock
(as adjusted from time to time
as provided in the Warrant “K” Agreement) with an
initial exercise price of $0.015 per share of Common Stock and an
expiration date of December 29, 2020 (the “Series
“K” Warrant”).
Each
of the Series “J” Warrant and the Series
“K” Warrant contains provisions that, until 15 days
before the expiration date, the holder may not exercise the warrant
on any date for any number of shares of Common Stock which would be
in excess of the sum of (i) the number of shares of Common Stock
beneficially owned by the holder and its affiliates on such date
and (ii) the number of shares of Common Stock issuable upon the
exercise of the warrant, which would result in beneficial ownership
by the holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock on such date. In addition, both
the Series “J” Warrant and the Series “K”
Warrant provide for cashless exercises.
Each of
the foregoing descriptions of the Warrant “J” Agreement
and the Warrant “K” Agreement is only a summary and is
qualified in its entirety by reference to the full text of the Form
of Common Stock Purchase Warrant which is filed as Exhibit 4.6 to
this Current Report on Form 8-K and incorporated herein by
reference.
The
issuance by the Company of the Series “J” Warrant and
the Series “K” Warrant was made in reliance on Section
4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of
Regulation D promulgated thereunder. Each of KCF and BBCF
represented to the Company that each of KCF and BBCF was an
“accredited investor” as defined in Rule 501(a) under
the Securities Act and that each of KCF's and BBCF's shares of
Common Stock were being acquired for investment
purposes.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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4.6
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Form of
Common Stock Purchase Warrant.
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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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DOLPHIN
DIGITAL MEDIA, INC.
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Date: January 5,
2017
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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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