Dolphin Digital Media, Inc. (OTCMKTS:DPDM) Files An 8-K Entry into a Material Definitive Agreement

Entry into a Material Definitive Agreement

On December 15, 2016 and December 20, 2016, Dolphin Digital Media, Inc. (the “Company”) entered into two separate subscription agreements (the “First Subscription Agreements”) with two individual subscribers (the “Subscribers”). The Subscribers were each holders of outstanding promissory notes of the Company, issued to certain loan and security agreements dated January 15, 2015 and May 4, 2015, respectively (collectively, the “Notes”). to the terms of the First Subscription Agreements, the Company and each of the Subscribers agreed to convert their respective aggregate amounts of principal and interest outstanding under the Notes into shares of common stock of the Company, par value $0.015 per share (the “Common Stock”). On December 15, 2016, one of the Subscribers converted the principal balance of such Subscriber’s Notes together with accrued interest, in the aggregate amount of $1,154,246, into 230,849 shares of Common Stock at $5.00 per share as payment in full of the Notes. On December 20, 2016, the other Subscriber converted the principal balance of such Subscriber’s Notes together with accrued interest, in the aggregate amount of $111,281 into 22,257 shares of Common Stock at $5.00 per share as payment in full of the Notes.

The foregoing description of the First Subscription Agreements is only a summary and is qualified in its entirety by reference to the full text of the Form of Subscription Agreement, which was previously filed as Exhibit 10.11 to the Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2016,which is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On November 22, 2016, the Company entered into a subscription agreement (the “Second Subscription Agreement”) with an investor (the “Investor”) to which the Company issued 10,000 shares of Common Stock at $5.00 per share and received gross proceeds in the amount of $50,000.

The foregoing description of the Second Subscription Agreement is only a summary and is qualified in its entirety by reference to the full text of the Form of Subscription Agreement, which was previously filed as Exhibit 10.13 to the Current Report on Form 8-K filed with the SEC on June 28, 2016, which is incorporated herein by reference.

The shares of Common Stock issued to the First Subscription Agreements and the Second Subscription Agreement 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.

The Company issued the shares of Common Stock to the each of the Subscribers and the Investor in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each of the Subscribers and the Investor represented to the Company that each such Subscriber and Investor was an “accredited investor” as defined in Rule 501(a) under the Securities Act and that each such Subscriber’s and Investor’s shares of Common Stock were being acquired for investment purposes.

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 down -0.10 at 6.35 with 1,583 shares trading hands.