Attached files
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported) March 30,
2017
(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
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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◻
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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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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ◻
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ◻
Item
2.01 Completion
of Acquisition or Disposition of Assets.
Dolphin Digital
Media, Inc. (the “Company”) previously announced the
closing of its acquisition of 42West, LLC (“42West”) on
March 30, 2017, on the terms and subject to the conditions set
forth in the Membership Interest Purchase Agreement dated March 30,
2017 by and among the Company and Leslee Dart, Amanda Lundberg,
Allan Mayer and the Beatrice B. Trust (the “42West
Acquisition”).
This Form 8-K/A
amends the Form 8-K the Company filed on April 5, 2017, to include
42West’s audited financial statements as of, and for the
years ended, December 31, 2016 and 2015 and the unaudited pro forma
combined financial information related to the 42West Acquisition
required by Items 9.01(a) and 9.01(b) of Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial
statements of 42West as of, and for the years ended, December 31,
2016 and 2015, as well as the accompanying notes thereto and the
related Independent Auditors’ Report, are filed as Exhibit
99.1 attached hereto and are incorporated herein by
reference.
(b) Pro Forma Financial Information.
The unaudited pro forma
combined financial information giving effect to the 42West
Acquisition is filed as Exhibit 99.2 attached hereto and is
incorporated herein by reference.
(d) Exhibits.
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42West LLC’s
Audited Financial Statements as of, and for the Years Ended,
December 31, 2016 and 2015.
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Dolphin Digital
Media, Inc. Unaudited Pro Forma Combined Financial Information of
Dolphin Digital Media, Inc. and 42West, LLC as of, and for the Year
Ended, December 31, 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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DOLPHIN
DIGITAL MEDIA, INC.
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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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Date: June 9,
2017