Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities

Amendment of Previously Issued Promissory Notes

As previously disclosed, Dolphin Entertainment, Inc. (the "Company") issued three promissory notes (as amended, the "Promissory Notes") to an existing investor of the Company. On January 13, 2025, the Company and the holder agreed to amend the Promissory Notes (the "Second Amendments") to (i) extend the maturity date of the Promissory Notes to January 13, 2027 and (ii) lower the minimum conversion price to $1.00 per share. Per the terms of the Second Amendments, the Holder may convert the $1,500,000 outstanding principal balance of the Promissory Notes and the accrued interest thereon into an amount of shares of the Company's common stock ("Common Stock") equal to the quotient obtained by dividing (i) the principal and interest being converted by (ii) the 90-trading day average price per share of Common Stock as of the date of the existing stockholder's notice of Conversion, but in no event shall the conversion price be less than $1.00.

The foregoing description of the Promissory Notes and the Second Amendments does not purport to be complete and is qualified in its entirety by reference to the Form of Convertible Promissory Note, attached as Exhibit 4.3 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024 and the Form of Second Amendment attached hereto as Exhibit 10.1, which are incorporated by reference herein.