Dolphin Digital Media, Inc. (OTCMKTS:DPDM) Files An 8-K Entry into a Material Definitive Agreement
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 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 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) to which the Company agreed to issue to KCF
an aggregate of up to 2,170,000 sharesof 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 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) to which the Company agreed
to issue to BBCF up to 170,000 sharesof 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) |
Exhibits |
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Exhibit No. |
Description |
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4.6 |
Form of Common Stock Purchase Warrant. |
About Dolphin Digital Media, Inc. (OTCMKTS:DPDM)
Dolphin Digital Media, Inc. (Dolphin) is engaged in the production and distribution of online digital content. The Company’s Dolphin Digital Studios division is a producer of original, high quality digital programming for online consumption. The Company’s segments include Dolphin Digital Media (USA) and Dolphin Digital Studios. The Company creates online kids clubs. Dolphin Digital Studios creates original programming that premieres online, with an initial focus on content geared toward tweens and teens. It also provides production services to a related party. The Company’s digital productions for advertiser supported video-on-demand (AVOD) platforms have premiered on online platforms, such as Hulu. Distribution agreements with online platforms are for approximately six months. Through its online kids clubs, the Company seeks to partner with various organizations to provide an online destination for entertainment and information for kids. Dolphin Digital Media, Inc. (OTCMKTS:DPDM) Recent Trading Information
Dolphin Digital Media, Inc. (OTCMKTS:DPDM) closed its last trading session 00.00 at 6.00 with 500 shares trading hands.
