UNITED 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): May 7, 2025  (May 1, 2025)

DOLPHIN ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

150 Alhambra Circle, Suite 1200, Coral Gables, Florida 33134
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (305) 774 -0407

Not Applicable

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.02.   Unregistered Sales of Equity Securities.

Between March 24, 2025 and May 6, 2025, Dolphin Entertainment, Inc. (the “Company”) entered into eight subscription agreements (the “Subscription Agreements”) with investors for eight convertible promissory notes (each a “Note”) in the aggregate principal amount of $1,065,000 and received cash proceeds of $1,065,000. The Notes bear interest at a rate of 10% per annum. Two of the Notes, with an aggregate principal amount of $500,000, mature one year from their respective issuance dates, two of the Notes with an aggregate principal amount of $200,000 mature two years from their respective issuance dates, three of the Notes with an aggregate principal amount of for $240,000 each mature four years from their respective issuance dates and the remaining $125,000 Note matures five years from its issuance date. The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Company (“Common Stock”). The conversion price of a $50,000 Note is $1.07 per share, the conversion price of two Notes in the aggregate amount of $150,000 is $1.01 per share, the conversion price of two Notes in the aggregate amount of $240,000 is $1.00 per share and the conversion price of a $125,000 Note is $1.03 per share. The conversion prices for these Notes were either above or the closing price of the Common Stock on the Nasdaq Stock Market on the respective dates of those Notes. Two Notes in the aggregate amount of $500,000, issued on May 1, 2025 and May 6, 2025 have a conversion price of $1.00.

The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.1 and 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2023 and are incorporated herein by reference.

The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of 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.