Form 8-K
8-K — Dolphin Entertainment, Inc.
Accession: 0001079973-26-000641
Filed: 2026-05-12
Period: 2026-05-12
CIK: 0001282224
SIC: 7200 (SERVICES-PERSONAL SERVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
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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 12, 2026
DOLPHIN
ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Florida
001-38331
86-0787790
(State
or other jurisdiction
(Commission
(IRS
Employer
of
incorporation)
File
Number)
Identification
No.)
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:
Title
of each class
Trading
symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.015 par value per share
DLPN
The Nasdaq
Capital Market
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
2.02. Results of Operations and Financial Condition.
On May 12, 2026, Dolphin Entertainment,
Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results for the three
months ended March 31, 2026. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
The information contained in
this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated
by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
Press
Release dated May 12, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
DOLPHIN ENTERTAINMENT, INC.
Date: May 12, 2026
By:
/s/
Mirta A. Negrini
Mirta A. Negrini
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex99x1.htm · Sequence: 2
Exhibit 99.1
Dolphin Entertainment Reports
First Quarter 2026 Results
· Q1'26 Revenue Rises 5.2% YoY to $12.8M
· Reiterates Expectations for Continued Revenue Growth, Significant Free Cash Flow Generation, and
Adjusted EBITDA Margin Expansion in 2026
MIAMI, FL / Dolphin (NASDAQ:DLPN),
a leading entertainment marketing and premium content production company, today announced its financial results for the first quarter
ended March 31, 2026.
Bill O'Dowd, CEO of Dolphin, commented:
“While the first quarter is historically our lightest due to normal
business seasonality, we are pleased to report continued top-line growth, with total revenue increasing 5.2% year-over-year to $12.8 million.
Furthermore, we reduced our Adjusted EBITDA loss by 25% year-over-year. We emphasize Adjusted EBITDA because, given our significant non-cash
amortization expenses and minimal capital expenditures, it is a much more accurate reflection of our true cash flow potential than operating
income.
As noted in our prior quarter's remarks, following several years of
acquisitions and growth-related investment, Dolphin is now well positioned to realize the benefits of that work. We continue to operate
in highly attractive sectors, and with rising profitability, modest capex requirements, and $127 million in NOL carryforwards, we remain
confident in our ability to generate meaningful free cash flow in the periods ahead. Finally, with insiders holding a substantial stake
in the company, management remains deeply aligned with shareholders in the pursuit of long-term value.
Looking ahead, we are excited about the rest of 2026, 2027, and beyond.
In addition to organic improvements in our existing business, there are readily identifiable catalysts that should increase earnings even
more. We are making progress with our DealMaker partnership, and we just announced a publishing imprint venture with Copper Books and
Simon & Schuster that allows us to offer premium book publishing services to our clients with no upfront capital required from Dolphin.
We would also remind investors that our bank debt matures in less than two and a half years, which will free up nearly $2.2 million in
annual principal and interest payments. Looking a bit further out, we continue to anticipate roughly $1 million in annualized lease savings
once our large New York City and Los Angeles leases expire in the second half of 2027. Given our NOLs, which substantially shield us from
cash taxes, the bulk of these combined savings should flow directly to the bottom line, providing a further tailwind to free cash flow.”
Q1 2026 and Recent Highlights
Total revenue for the three months ended March 31, 2026, was
$12.8 million, an increase of 5.2% from $12.2 million last year.
Operating loss was $2.1 million for the three months ended
March 31, 2026, compared to an operating loss of $1.8 million for the three months ended March 31, 2025.
Operating expenses for Q1 2026 were $14.9 million, including
non-cash expenses of $0.5 million related to depreciation and amortization, a one-time non-recurring distribution guarantee of $0.7 million
and legal and professional fees higher than usual due to litigation costs of approximately $0.2 million. This compares to operating expenses
of $13.9 million in Q1 2025, including depreciation and amortization of $0.6 million and acquisition costs of approximately $0.4 million.
Net loss for Q1 2026 was $2.7 million as compared to a net
loss of $2.3 million for Q1 2025.
Basic and diluted loss per share for Q1 2026 was $(0.22) based
on 12,327,974 weighted average shares outstanding compared to basic and diluted loss per share in Q1 2025 of $(0.21) based on 11,162,026
weighted average shares outstanding.
Adjusted EBITDA loss for Q1 2026 of approximately $(467,000)
improved by 25% compared to approximately $(625,000) in Q1 2025.
Dolphin
· Subsidiary clients shaped the Summer 2026 season with culture-defining festivals and events
· CEO was featured on Variety's "Strictly Business" podcast and discussed the creator economy's
transformation of marketing and consumer product launches
· Expanded Miami footprint to support continued growth across subsidiaries
· Partnered with DealMaker to unlock community capital for celebrity and influencer brands
· Powerhouse subsidiaries led major brand activations during Super Bowl LX
42West
· Drove global film publicity at CinemaCon 2026
· Delivered marquee talent and a standout film slate at the 2026 SXSW Festival, featuring a company-record
16 world premiere titles and three audience award-winners
· Celebrated an Oscar win as "Mr. Nobody Against Putin" took Best Documentary Feature at the
98th Academy Awards
· Clients presented, performed, and took home honors at the 2026 GRAMMY Awards (in partnership with Shore
Fire Media)
· Landed six nominations for clients at the 98th Academy Awards
· Brought exciting and diverse projects to the 2026 Sundance Film Festival
Shore Fire Media
· Client and Afrobeat pioneer Fela Kuti became the first African solo artist to be inducted into the Rock
& Roll Hall of Fame
· Clients earned 9 nominations for Independent Music's top awards
· Partnered with The Door on the launch of Pawn Shop, a new sports-driven hospitality concept
· Clients presented, performed, and took home honors at the 2026 GRAMMY Awards (in partnership with 42West)
The Door
· Partnered with Shore Fire Media on the launch of Pawn Shop, a new sports-driven hospitality concept
· Launched a Miami hub, expanding Dolphin's South Florida presence
· DISRPT Agency, a division of The Door, powered "Art of Glam" during Oscars week, driving cultural
momentum into Camille Rose's upcoming Beauté Noir
Elle Communications
· Client Harbor Fund announced Sundance Mountain Resort as the new long-term home of Harbor Film Forum
The Digital Dept.
· Signed reality TV show stars, top beauty creators, and more
Youngblood
· As hockey had a Hollywood moment, Dolphin's adaptation of the cult classic Youngblood premiered in Los
Angeles
· Partnered with Vaneast Pictures to bring the sports drama Youngblood to Berlin for international sales
· Official trailer and key art were released for Hubert Davis' adaptation of the hockey classic "Youngblood"
Conference Call Information
To participate in this event, dial
in approximately 5 to 10 minutes before the beginning of the call.
Date: May 12, 2026
Time: 4:30pm ET
Toll Free: 888-506-0062 International: 973-528-0011 Participant Access Code: 364505
Webcast: https://www.webcaster5.com/Webcast/Page/2225/53967
Replay
Toll Free: 877-481-4010 International:
919-882-2331 Replay Passcode: 53967
Webcast Replay: https://www.webcaster5.com/Webcast/Page/2225/53967
This press release contains 'forward-looking
statements' within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other
things, Dolphin Entertainment Inc.'s offering of common stock as well as expected financial and operational results and the related assumptions
underlying its expected results. These forward-looking statements are distinguished by the use of words such as "will," "would,"
"anticipate," "expect," "believe," "designed," "plan," or "intend," the negative
of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and,
accordingly, Dolphin Entertainment's actual results may differ materially from the results discussed in its forward-looking statements.
Dolphin Entertainment's forward-looking statements contained herein speak only as of the date of this press release. Factors or events
Dolphin Entertainment cannot predict, including those described in the risk factors contained in its filings with the Securities and Exchange
Commission, may cause its actual results to differ from those expressed in forward-looking statements. Although Dolphin Entertainment
believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that
its expectations will be achieved, and Dolphin Entertainment undertakes no obligation to update publicly any forward-looking statements
as a result of new information, future events, or otherwise, except as required by applicable law.
CONTACT:
James Carbonara
HAYDEN IR
(646)-755-7412
james@haydenir.com
ABOUT DOLPHIN:
Dolphin (NASDAQ:DLPN) is where cultural creation
meets marketing execution. Founded in 1996 by Bill O'Dowd, Dolphin operates as both a venture studio-developing and investing in breakthrough
content, products, and experiences-and a marketing consortium, featuring leading agencies across every communications discipline.
At its core, the venture studio creates, produces,
finances, markets, and promotes new businesses and cultural ideas - ranging from acclaimed film, television, and digital content to consumer
goods, live events and partnerships that define entertainment and lifestyle. Surrounding this entrepreneurial engine, Dolphin's marketing
prowess brings together best-in-class firms including 42West, The Door, Shore Fire Media, Elle Communications, Special Projects and The
Digital Dept. Together, this collective delivers unmatched cross-marketing expertise and relationships across every vertical of pop culture
- from film, television, music, influencers, sports, hospitality, and fashion to consumer brands and purpose-driven initiatives. Dolphin
marketing has been the recipient of many accolades, including #1 Agency of the Year on the Observer PR Power List in 2025, The PR Net
100, and the PR News Elite 120.
Follow us on Instagram here.
DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March
31, 2026
December
31, 2025
ASSETS
Current
Cash and cash equivalents
$ 6,283,857
$ 8,756,585
Restricted cash
925,004
925,004
Accounts receivable:
Trade, net of allowance of $449,279 and $1,327,808, respectively
6,952,004
7,848,970
Other receivables
4,384,663
5,243,931
Other current assets
1,201,594
1,179,498
Total current assets
19,747,122
23,953,988
Capitalized production costs, net
542,305
520,338
Employee receivable
1,228,085
1,196,085
Right-of-use assets
2,630,279
3,012,941
Goodwill
21,507,944
21,507,944
Intangible assets, net
7,375,731
7,898,607
Property, equipment and leasehold improvements, net
38,410
50,961
Other long-term assets
198,296
189,296
Total Assets
$ 53,268,172
$ 58,330,160
LIABILITIES
Current
Accounts payable
$ 2,415,858
$ 3,096,715
Term loans, current portion
1,852,548
1,813,760
Revolving line of credit
400,000
400,000
Notes payable, current portion
3,500,000
3,500,000
Convertible notes payable, current portion
1,550,000
1,250,000
Accrued interest – related party
2,163,116
2,043,087
Accrued compensation – related party
2,625,000
2,625,000
Lease liabilities, current portion
1,671,364
1,912,482
Deferred revenue
953,969
794,177
Other current liabilities
10,010,068
11,096,820
Total current liabilities
27,141,923
28,532,041
Noncurrent
Term loans, noncurrent portion
2,502,601
2,976,930
Notes payable, noncurrent portion
4,580,000
4,580,000
Convertible notes payable
5,900,000
6,460,000
Convertible notes payable– related party
2,839,556
2,904,357
Convertible notes payable at fair value
260,000
270,000
Loans from related party
983,112
983,112
Lease liabilities
1,271,028
1,469,386
Deferred tax liability
481,561
463,909
Total Liabilities
45,959,781
48,639,735
STOCKHOLDERS’ EQUITY
Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2026 and December 31, 2025
1,000
1,000
Common stock, $0.015 par value, 200,000,000 shares authorized, 12,513,104 and 12,221,432 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
187,697
183,321
Additional paid-in capital
159,114,925
158,809,301
Accumulated deficit
(151,995,231 )
(149,303,197 )
Total Stockholders’ Equity
7,308,391
9,690,425
Total Liabilities and Stockholders’ Equity
$ 53,268,172
$ 58,330,160
DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three
Months Ended
March
31,
2026
2025
Revenues
$ 12,803,937
$ 12,169,711
Expenses:
Direct costs
784,650
344,414
Payroll and benefits
10,715,144
10,304,233
Selling, general and administrative
2,047,161
1,772,444
Depreciation and amortization
537,276
591,552
Acquisition cost
—
416,171
Legal and professional
856,138
514,424
Total expenses
14,940,369
13,943,238
Loss from operations
(2,136,432 )
(1,773,527 )
Other (expenses) income:
Change in fair value of convertible note
10,000
20,000
Interest expense, net
(547,950 )
(554,013 )
Total other (expenses) income, net
(537,950 )
(534,013 )
Loss before income taxes
(2,674,382 )
(2,307,540 )
Income tax expense
(17,652 )
(21,522 )
Net loss
$ (2,692,034 )
$ (2,329,062 )
Loss per share:
Basic
$ (0.22 )
$ (0.21 )
Diluted
$ (0.22 )
$ (0.21 )
Weighted average number of shares outstanding:
Basic
12,327,974
11,162,026
Diluted
12,327,974
11,162,026
Use of Non-GAAP Financial Measures
In order to provide greater
transparency regarding our operating performance, the financial results in this press release refer to a non-GAAP financial measure that
involves adjustments to GAAP results. Non-GAAP financial measures exclude certain income and/or expense items that management deems are
not directly attributable to the Company's core operating results and/or certain items that are inconsistent in amounts and frequency,
making it difficult to perform a meaningful evaluation of our current or past operating performance.
Adjusted earnings before interest, taxes,
depreciation and amortization (“Adjusted EBITDA”) is defined by Dolphin as net (loss) or income adjusted for (i) interest,
(ii) taxes, (iii) depreciation and amortization, (iv) acquisition costs, (v) change in fair value of convertible note, (vi) allowance
for credit losses, (vii) litigation costs; (viii) other one-time or non-cash costs.
Management believes that the presentation
of operating results using this non-GAAP financial measure provides useful supplemental information for investors by providing them with
the non-GAAP financial measure used by management for financial and operational decision making, planning and forecasting and in managing
the business. This non-GAAP financial measure does not replace the presentation of financial information in accordance with U.S. GAAP.
These non-GAAP financial results should not be considered a measure of liquidity and is unlikely to be comparable to non-GAAP financial
measures provided by other companies.
Reconciliation of GAAP net loss to non-GAAP
Adjusted EBITDA loss
Three
Months Ended
March
31,
2026
2025
Net (loss) income (GAAP)
$ (2,692,034 )
$ (2,329,062 )
Adjustments to GAAP measure:
Interest expense
547,950
554,013
Income tax expense
17,652
21,522
Depreciation and amortization
537,276
591,552
Acquisition costs
52,728
416,171
Change in fair value of convertible note
(10,000 )
(20,000 )
Allowance for credit losses
149,791
55,754
One-time advance on distribution of Youngblood
700,000
—
Litigation costs
229,376
—
One-time signing bonus
—
85,000
Adjusted EBITDA (non-GAAP)
$ (467,261 )
$ (625,050 )
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May 12, 2026
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Entity File Number
001-38331
Entity Registrant Name
DOLPHIN
ENTERTAINMENT, INC.
Entity Central Index Key
0001282224
Entity Tax Identification Number
86-0787790
Entity Incorporation, State or Country Code
FL
Entity Address, Address Line One
150
Alhambra Circle
Entity Address, Address Line Two
Suite 1200
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305
Local Phone Number
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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dei_PreCommencementTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
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Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
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Namespace Prefix:
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Data Type:
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