Attached files
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| 8-K - CURRENT REPORT - Dolphin Entertainment, Inc. | dpdm_8k.htm |
Exhibit 3.1(b)
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DOLPHIN ENTERTAINMENT, INC.
Pursuant
to the provisions of Sections 607.0123 and 607.1006 of the
Florida Business Corporation Act, this Florida Corporation will
adopt the following amendment (the “Articles of Amendment”)
to its articles of incorporation, as amended and restated (the
“Articles of
Incorporation”) on September 14, 2017:
1.
The
name of the corporation is Dolphin Entertainment, Inc. (the
“Company”).
2.
These
Articles of Amendment were adopted by the board of directors of the
Company on August 10, 2017 without shareholder action and
shareholder action was not required.
3.
Article III of the
Articles of Incorporation is hereby amended by replacing the first
paragraph of Section A thereof with the following:
“The total
number of shares of all classes of stock that the Corporation shall
have the authority to issue is Two Hundred Ten Million
(210,000,000) shares, of which Two Hundred Million (200,000,000)
shares shall be Common Stock, par value $0.015 per share
(“Common
Stock”) and Ten Million (10,000,000) shares shall be
Preferred Stock, having a par value of $0.001 per share
(“Preferred
Stock”). The Board of Directors is expressly
authorized to provide for the classification and reclassification
of any unissued shares of Common Stock or Preferred Stock and the
issuance thereof in one or more classes or series without the
approval of the stockholders of the Corporation. Of the Preferred
Stock, 50,000 shares have been designated Series C Convertible
Preferred Stock, par value $0.001 per share.”
4.
Article III of the
Articles of Incorporation is hereby amended by adding the following
paragraph at the end of Section A thereof:
“On the close
of business on September 14, 2017, (the “Second Effective Date”),
each two (2) shares of Common Stock issued and outstanding or held
by the Company in treasury stock immediately prior to the Second
Effective Date shall, automatically and without any action on the
part of the respective holders thereof or the Company, be combined
and converted into one (1) share of Common Stock, subject to the
treatment of fractional share interests as described below (the
“Second Reverse
Stock Split”). No fractional shares of Common Stock
shall be issued in connection with the Second Reverse Stock Split.
Rather, fractional shares created as a result of the Second Reverse
Stock Split shall be rounded up to the next whole number, such
that, in lieu of fractional shares, each shareholder who would have
otherwise been entitled to receive a fractional share of Common
Stock as a result of the Second Reverse Stock Split shall instead
be entitled to receive a whole share of Common Stock in respect
thereof.”
IN
WITNESS WHEREOF, these Articles of Amendment to the Amended and
Restated Articles of Incorporation of Dolphin Entertainment, Inc.
have been executed by a duly authorized officer of this Company on
September 13, 2017, and will become effective on September 14,
2017.
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By:
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/s/
William
O’Dowd
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Name:
William
O’Dowd
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Title:
CEO
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