UNITES
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) February 16,
2017
Dolphin Digital Media, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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
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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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
February 16, 2017, Dolphin Digital Media, Inc., (the
“Company”), entered into a subscription agreement with
a private investor (the “Investor”), pursuant to which
the Company issued and sold to the Investor 100,000 shares of the
Company's common stock, par value $0.015 per share (the
“Shares”), at a purchase price of $5.00 per
Share. The Company received $500,000 of gross proceeds
as a result of the sale of 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. The 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.
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: February 23,
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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