true 2023 FY 0001282224

 0001282224

 2023-01-01
 2023-12-31

 0001282224

 2023-06-30

 0001282224

 2024-03-26

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 001-38331

 DOLPHIN ENTERTAINMENT, INC.

 (Exact name of registrant as specified in its charter)

 Florida

 86-0787790

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 150 Alhambra Circle, Suite 1200, Coral Gables, FL

 33134

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number:

 ( 305) 774-0407

 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

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

 None

 Indicate by a check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by a check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by a check mark if the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes
No

 Indicate by check mark whether the registrant has submitted electronically,
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by a check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act:

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting from that prepared or issued its audit report:

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act.) Yes
No

 The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the
registrant's most recently completed second fiscal quarter: $ 19,739,357

 Number of shares outstanding of the registrant's common stock
as of March 26, 2024: 18,653,853

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Audit Firm ID

 Auditor Name

 Auditor Location

 Grant Thornton LLP

 Fort Lauderdale, Florida

 EXPLANATORY NOTE

 This Amendment No. 1 to the Annual Report on Form
10-K of Dolphin Entertainment, Inc. (the" Company ") for the year ended December 31, 2023 as originally filed with
the Securities and Exchange Commission on April 1, 2024 (the " Original Form 10-K ") is being filed solely to include
the information required by Items 10 through 14 of Part III of Form 10-K.

 In accordance with Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the " Exchange Act "), Part III, Items 10 through 14, and Part IV, Item 15 of the
Original Form 10-K are hereby amended and restated in their entirety. The reference on the cover of the Original Form 10-K to the incorporation
by reference to portions of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. Pursuant to Rule
12b-15 under the Exchange Act, this Amendment No. 1 contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, which are attached hereto as exhibits to this Amendment No. 1.

 Except as set forth in the first paragraph of
this Explanatory Note, this Amendment No. 1 does not amend, modify, or otherwise update any other information in and on exhibits filed
with the Original Form 10-K. Accordingly, this Amendment No.1 should be read in conjunction with the Original Form 10-K. In addition,
this Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-K.

 Unless expressly indicated or the context requires
otherwise, the terms "the Company", "we", "our", "Dolphin", and "us" in this
document refer to Dolphin Entertainment, Inc., a Florida corporation, and, where appropriate, its subsidiaries.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 Under our Bylaws, each of our directors is elected
for a term expiring at the next annual meeting of shareholders following his or her election or until his or her successor is duly elected
and qualified. Our officers are appointed annually by our Board of Directors (" Board "), which may remove our officers
at any time.

 Our directors and executive officers, their age,
positions held, and duration of such, are as follows:

 Name

 Position

 Age

 First appointed

 William O'Dowd, IV

 Chief Executive Officer, Chairman, President

 Chief Executive Officer and Chairman: June 2008; President: 1996

 Mirta A. Negrini

 Chief Financial Officer, Chief Operating Officer, Director

 Chief Financial Officer and Chief Operating Officer: October 2013; Director: December 2014

 Michael Espensen

 June 2008

 Nelson Famadas

 December 2014

 Anthony Leo

 September 2018

 Nicholas Stanham, Esq.

 December 2014

 Claudia Grillo

 June 2019

 Business Experience

 The following is a brief account
of the education and business experience of directors and executive officers during at least the past five years, indicating their principal
occupation during the period, and the name and principal business of the organization by which they were employed.

 William O'Dowd, IV.
Mr. O'Dowd has served as our Chief Executive Officer and Chairman of our Board since June 2008. Mr. O'Dowd founded Dolphin
Entertainment, LLC in 1996 and has served as its President since that date. Mr. O'Dowd enjoys a solid reputation as an Emmy-nominated
producer, international distributor, and financier of quality entertainment content. Some of Mr. O'Dowd's notable credits
include: Executive Producer of Nickelodeon's hit series, Zoey 101 (Primetime Emmy Award-nominated); Executive Producer of Raising
Expectations, starring Molly Ringwald and Jason Priestley (winner of 2017's KidScreen Award for Best Global Kids Show); Producer
of the feature film Max Steel (based on a top-selling Mattel action figure in Latin America); and, in the digital arena, Executive Producer
of H+, which premiered on YouTube and won multiple Streamy Awards.

 Mr. O'Dowd has served
on the Leadership Council of United Way Worldwide since its inception in 2012, as well as on the Board of Directors of United Way United
Kingdom since its inception in 2014, and has previously served on the Board of Directors of the Miami-Dade County Public School System
Foundation, among other charities. Furthermore, Mr. O'Dowd has taught one course a year as an adjunct professor at the University
of Miami School of Communication for the past 26 years.

 Mirta A. Negrini. Ms.
Negrini has served on our Board since December 2014 and as our Chief Financial and Operating Officer since October 2013. Ms. Negrini
has over thirty years of experience in both private and public accounting. Immediately prior to joining us, she served since 1996 as
a named partner in Gilman & Negrini, P.A., an accounting firm of which we were a client. Prior to that, Ms. Negrini worked at several
multinational corporations and she began her career at Arthur Andersen LLP in 1986. Ms. Negrini serves on the Board of Trustees of St.
Brendan High School and on the Finance Committee of the Board of Directors of RCMA. She is a Certified Public Accountant licensed in
the State of Florida.

 Michael Espensen. Mr.
Espensen has served on our Board since June 2008. From 2009 to 2014, Mr. Espensen served as Chief Executive Officer of Keraplast Technologies,
LLC, a private multimillion-dollar commercial-stage biotechnology company, from where he retired. From 2009 to present, Mr. Espensen
has also served as Chairman of the Board of Keraplast. While serving as Chief Executive Officer, Mr. Espensen was responsible for overseeing
and approving Keraplast's annual budgets and financial statements. Mr. Espensen is also a producer and investor in family entertainment
for television and feature films. Between 2006 and 2009, Mr. Espensen was Executive or Co-Executive Producer of twelve made-for-television
movies targeting children and family audiences. As Executive Producer, he approved production budgets and then closely monitored actual
spending to ensure that productions were not over budget. Mr. Espensen has also been a real estate developer and investor for over thirty
years.

 Nelson Famadas. Mr.
Famadas has served on our Board since December 2014. He is Managing Partner and Chief Operating Officer of Carver Road Capital, a hospitality
private equity fund. Previously, he owned and served as President of Cien, a Hispanic marketing firm. Prior to Cien from 2011 to 2015,
Mr. Famadas served as Senior Vice President of National Latino Broadcasting (" NLB "), an independent Hispanic media
company that owns and operates two satellite radio channels on SiriusXM. From 2010 to 2012, Mr. Famadas served as our Chief Operating
Officer, where he was responsible for daily operations including public filings and investor relations. From
2002 through 2010, he served as President of Gables Holding Corp., a real estate development company based in Puerto Rico. Mr.
Famadas began his career at MTV Networks, specifically MTV Latin America, ultimately serving as New Business Development Manager. From
1995 through 2001, he co-founded and managed Astracanada Productions, a television production company that catered mostly to the Hispanic
audience, creating over 1,300 hours of programming. As Executive Producer, he received a Suncoast EMMY in 1997 for Entertainment Series
for A Oscuras Pero Encendidos. Mr. Famadas has over 20 years of experience in television and radio production, programming, operations,
sales and marketing.

 Anthony Leo. Mr. Leo
has served on our Board since September 2018. He is the co-founder of Aircraft Picture, a leading independent production company that
produces scripted content for kids, families and young adult audiences at which he has served as Co-President since 2005. He was the
Artistic Producer of Resurgence Theatre Company, a non-profit arts organization he co-founded, and has produced over twenty-five professional
theatre productions. Mr. Leo also held the position of Professor at Ryerson University where he taught Theatre Entrepreneurship. He is
a member of the Academy of Motion Picture Arts & Sciences.

 Nicholas Stanham, Esq.
 Mr. Stanham has served on our Board since December 2014. Mr. Stanham is a founding partner of R&S International Law Group, LLP
in Miami, Florida, which was founded in January 2008. His practice is focused primarily in real estate and corporate structuring for
high net worth individuals. Mr. Stanham has over 25 years of experience in real estate purchases and sales of residential and commercial
properties. Since 2004, Mr. Stanham has been a member of the Christopher Columbus High School board of directors. In addition, he serves
as a director of ReachingU, a foundation that promotes initiatives and supports organizations that offer educational opportunities to
Uruguayans living in poverty.

 Claudia Grillo. Ms.
Grillo has served on our Board since June of 2019. Ms. Grillo has served as Associate Vice President of Strategic Philanthropy for the
University of Miami since April of 2018. Prior to joining the University of Miami, Ms. Grillo served as the Chief Operating Officer at
the United Way of Miami-Dade where she was responsible for securing gifts from individuals, families and corporations. She has been an
active member of the South Florida community through her involvement as a board member of the International Women's Forum, The
Children's Trust and Achieve Miami.

 Family Relationships

 There are no family relationships
between any director or executive officer.

 Involvement in Certain Legal Proceedings

 There are no material proceedings
to which any director or executive officer or any associate of any such director or officer is a party adverse to our company or has
a material interest adverse to our company.

 No director or executive officer
has been involved in any of the following events during the past ten years:

 1.

 any bankruptcy petition filed by or against any business of which such person
 was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending criminal
 proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree,
 not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
 suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 4.

 being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange
 Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the
 judgment has not been reversed, suspended, or vacated;

 5.

 being the subject of, or a party to, any federal
 or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating
 to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting
 financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
 or restitution, civil money penalty or temporary or permanent cease- and- desist order, or removal or prohibition order; or (iii)
 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
 or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined
 in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary
 authority over its members or persons associated with a member.

 Delinquent Section 16(a) Reports

 Under
Section 16(a) of the Exchange Act ("Section 16(a)"), our executive officers, directors, and persons who own more than 10%
of a registered class of the Company's equity securities are required to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock
and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors, and persons who own more than 10% of a
registered class of the Company's equity securities are required by Securities and Exchange Commission regulations to furnish us
with copies of all Section 16(a) reports that they file.

 Based
solely on the copies of such reports and amendments thereto received by us, or written representations that no filings were required,
we believe that all Section 16(a) filing requirements applicable to our executive officers and directors and 10% stockholders were met
for the year ended December 31, 2023, except for a Form 3 for NSL Ventures LLC, a more than 10% stockholder, that was not filed.

 Code of Ethics

 Our Board has adopted a Code
of Ethics for Senior Financial Officers (our " Code of Ethics "). Our Code of Ethics sets forth standards of conduct
applicable to our Chief Executive Officer and our Chief Financial and Operating Officer to promote honest and ethical conduct, proper
disclosure in our periodic filings, and compliance with applicable laws, rules and regulations. In addition, our Board adopted a Code
of Conduct for Directors, Officers and Employees (" Code of Conduct "). Our Code of Ethics and Code of Conduct are available
to view at our website, www.dolphinentertainment.com by clicking on Investor Relations. We intend to provide disclosure of any amendments
or waivers of our Code of Ethics on our website within four business days following the date of the amendment or waiver.

 Audit Committee and Audit Committee Financial
Experts

 The Audit Committee consists
of Messrs. Famadas, Stanham and Espensen, who serves as Chairman. In 2023, the Audit Committee held four meetings. All members of the
Audit Committee were present at each meeting.

 Among its responsibilities,
the Audit Committee assists the Board in overseeing: our accounting and financial reporting practices and policies; systems of internal
controls over financial reporting; the integrity of our consolidated financial statements and the independent audit thereof; our compliance
with legal and regulatory requirements; and the performance of our independent registered public accounting firm and assessment of the
auditor's qualifications and independence.

 In addition, the Audit Committee
selects and appoints our independent registered public accounting firm and reviews and approves related party transactions. The Audit
Committee Chairman reports on Audit Committee actions and recommendations at Board meetings. The Audit Committee may, in its discretion,
delegate its duties and responsibilities to a subcommittee of the Audit Committee as it deems appropriate. Our Board has determined that
each member of the Audit Committee meets the independence requirements under Nasdaq's listing standards and the enhanced independence
standards for audit committee members required by the SEC. In addition, our Board has determined that Mr. Espensen meets the requirements
of an audit committee financial expert under the rules of the SEC and Nasdaq.

 Director Nominations

 Our Board currently does not
have a standing nominating committee or committee performing similar functions. In accordance with Nasdaq rules, a majority of the Board's
independent directors recommend director nominees for selection by the Board. Our Board believes that our independent directors can satisfactorily
carry out the responsibility of properly selecting, approving and recommending director nominees without the formation of a standing
nominating committee. The directors who participate in the consideration and recommendation of director nominees are those independent
directors of the Board identified above. As there is no standing nominating committee, we do not have a nominating committee charter
in place.

 The Board will also consider
director candidates recommended for nomination by our shareholders during such times as it is seeking proposed nominees to stand for
election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). All shareholder nominations
and recommendations for nominations to the Board must be addressed to the Chairman of the Audit Committee who will submit such nominations
to the Board. Our Board currently does not have a written policy with regard to the nomination process, or a formal policy with respect
to the consideration of director candidates. In addition, we have not formally established any specific, minimum qualifications that
must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the
Board considers educational background, diversity of professional experience, knowledge of our businesses, integrity, professional reputation,
independence, and the ability to represent the best interests of our shareholders. The Board will evaluate the suitability of potential
candidates nominated by shareholders in the same manner as other candidates recommended to the Board.

 Compensation Committee

 The Compensation Committee
consists of Messrs. Stanham and Famadas, who serves as Chairman. In 2023, the Compensation Committee held one meeting, which both members
attended.

 Among its responsibilities,
the Compensation Committee: establishes salaries, incentives and other forms of compensation for executive officers and directors; reviews
and approves any proposed employment agreement with any executive officer and any proposed modification or amendment thereof; and maintains
and administers our equity incentive plan.

 The Compensation Committee
Chairman reports on Compensation Committee actions and recommendations at Board meetings. The Compensation Committee has the authority
to engage the services of outside legal or other experts and advisors as it determines in its sole discretion; however, in 2023 the Compensation
Committee did not engage an independent compensation consultant because it did not believe one was necessary. Our Chief Executive Officer
may recommend compensation levels for executive officers (other than his own) to the Compensation Committee. The Compensation Committee
may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulation and the Nasdaq rules.

 ITEM 11. EXECUTIVE COMPENSATION

 Our executive compensation
program is designed to balance the goals of attracting and retaining talented executives who are motivated to achieve our annual and
long-term strategic goals while keeping the program affordable and appropriately aligned with stockholder interests. We believe that
our executive compensation program accomplishes these goals in a way that is consistent with our purpose and core values and the long-term
interests of the Company and its stockholders.

 The following table sets forth
information concerning all cash and non-cash compensation awarded to, earned by or paid to (i) all individuals serving as the Company's
principal executive officers or acting in a similar capacity during the last two completed fiscal years, regardless of compensation level,
and (ii) the Company's two most highly compensated executive officers other than the principal executive officer serving at the
end of the last two completed fiscal years (collectively, the " Named Executive Officers ").

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary

 ($)

 Equity Awards (1)

 ($)

 Bonus

 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 William O'Dowd, IV,

 2023

 400,000

 —

 —

 282,880

 (2)

 682,880

 Chairman and Chief Executive Officer

 2022

 400,000

 1,951

 —

 282,878

 (3)

 684,829

 Mirta A. Negrini,

 2023

 300,000

 —

 —

 —

 300,000

 Chief Financial and Operating Officer

 2022

 300,000

 1,951

 —

 —

 301,951

 ———————

 (1)

 Equity awards comprise 296 restricted stock units granted and vested in 2022 and no option awards.

 (2)

 This amount includes life insurance in the amount of $20,380 and interest accrued on accrued and
 unpaid compensation in the amount of $262,500 (see Certain Relationship and Related Party Transactions). This amount does not include
 interest payments on promissory notes from related party transactions.

 (3)

 This amount includes life insurance in the amount of $20,380 and interest accrued on accrued and
 unpaid compensation in the amount of $262,498 (see Certain Relationship and Related Party Transactions). This amount does not include
 interest payments on promissory notes from related party transactions.

 Employment Arrangements

 Mirta A. Negrini. On October 21, 2013, we appointed Ms. Negrini as our Chief Financial
and Operating Officer. The terms of Ms. Negrini's employment arrangement do not provide for any payments in connection with her
resignation, retirement or other termination, or a change in control, or a change in her responsibilities following a change in control.
"On March 1, 2024, the Compensation Committee of the Board approved an increase in the base salary of Ms. Negrini from $300,000
to $325,000 per year. The increase was effective February 1, 2024.

 Outstanding Equity Awards at Fiscal Year-End

 None of the Named Executive
Officers in the table above had any outstanding equity awards as of December 31, 2023 and December 31, 2022.

 Director Compensation

 During the year ended December
31, 2023, we did not pay compensation to any of our directors in connection with their service on our Board.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

 The
table below shows the beneficial ownership as of April 24, 2024, of our common stock and our Series C Convertible Preferred Stock (the
"Series C") held by each of our incumbent directors, director nominees, named executive officers, all incumbent directors,
director nominees and executive officers as a group and each person known to us to be the beneficial owner of more than 5% of our outstanding
common stock and 5% of our Series C. The percentages in the table below are based on 18,826,741 shares of common stock outstanding and
50,000 shares of Series C outstanding as of April 24, 2024. Shares of common stock issuable upon conversion of the Series C are not included
in such calculation as a result of the Stock Restriction Agreement entered into between the Company and the holder of the Series C pursuant
to which the conversion of the Series C is prohibited until such time as a majority of the independent directors of the Board approves
the removal of the prohibition. The Stock Restriction Agreement also prohibits the sale or other transfer of the Series C until such
transfer is approved by a majority of the independent directors of the Board. The Stock Restriction Agreement shall terminate upon a
Change of Control (as such term is defined in the Stock Restriction Agreement) of the Company.

 Beneficial ownership is determined in accordance
with Rule 13d-3 promulgated under the Exchange Act. Except as indicated by footnote and subject to community property laws, where applicable,
to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock
that are shown as beneficially owned by them. In computing the number of shares owned by a person and the percentage ownership of that
person, any such shares subject to warrants or other convertible securities held by that person that were exercisable as of April 24,
2024 or that will become exercisable within 60 days thereafter are deemed outstanding for purposes of that person's percentage
ownership but not deemed outstanding for purposes of computing the percentage ownership of any other person.

 Common Stock

 Name and Address of Owner (1)

 # of Shares of
 Common Stock

 % of Class
 (Common Stock)

 Directors and Executive Officers

 William
 O'Dowd, IV (2)

 349,662

 1.9
 %

 Michael
 Espensen

 *

 Nelson
 Famadas

 1,534

 *

 Mirta
 A. Negrini

 *

 Anthony
 Leo

 —

 —

 Nicholas
 Stanham, Esq. (3)

 8,443

 *

 Claudia Grillo

 *

 All Directors, Director Nominee
 and Executive Officers as a Group (7 persons)

 360,142

 1.9
 %

 Over 5% Shareholder

 Marvin
 Shanken, (4) 825 Eighth Ave., 33rd Floor, New York, NY 10019

 1,120,000

 5.9
 %

 Nicole Vecchairelli

 1,125,000

 6.0
 %

 Andrea Oliveri

 1,125,000

 6.0
 %

 NSL Ventures LLC, 535 South Norton, Los Angeles, CA 90020

 2,031,491

 10.8
 %

 Series C Convertible Preferred Stock

 Name
 and Address of Owner (1)

 #
 of Shares of

 Preferred Stock

 %
 of Class

 (Preferred Stock)

 William
 O'Dowd, IV (5)

 50,000 (6)

 %

 ———————

 * Less than 1% of outstanding shares.

 (1)
 Unless otherwise indicated, the address
 of each shareholder is c/o Dolphin Entertainment, Inc., 150 Alhambra Circle, Suite 1200,
 Coral Gables, Florida, 33134.

 (2)
 The amount shown includes (1) 124,210
 shares of common stock held by Dolphin Digital Media Holdings LLC, which is wholly-owned
 by Mr. O'Dowd, (2) 109,068 shares of common stock held by Dolphin Entertainment, LLC,
 which is wholly-owned by Mr. O'Dowd and (3) 116,384 shares of common stock held by
 Mr. O'Dowd individually. The amount shown does not include shares of common stock issuable
 upon conversion of the Series C Convertible Preferred Stock as such series is not presently
 convertible.

 (3)
 Mr. Stanham shares voting and dispositive
 power with respect to all of the shares of common stock with his spouse.

 (4)
 This number does not include (i) 127,746
 shares of common stock that are issuable to M. Shanken Communications, Inc. upon conversion
 of a senior convertible note and (ii) 20,000 shares of common stock of the Issuer that are
 issuable to Shanken Communications upon the exercise of warrants that are currently exercisable.
 The note and the warrants are each subject to a 4.99% beneficial ownership blocker and the
 number of shares of common stock set forth in the table above give effect to such blockers

 (5)
 The Series C Convertible Preferred Stock
 are held by Dolphin Entertainment, LLC, which is wholly-owned by Mr. O'Dowd.

 (6)
 The Series C is entitled to 23,694,699
 votes and is entitled to vote together as a single class on all matters upon which common
 stockholders are entitled to vote. On November 12, 2020, we entered into a stock restriction
 agreement with Mr. O'Dowd that prohibits the conversion of Series C Convertible Preferred
 Stock into common stock unless the majority of the independent directors of the board of
 directors vote to remove the restriction. The stock restriction agreement will be immediately
 terminated upon a change of control as defined in the agreement.

 Change in Control

 We are unaware
of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 Related Party Transaction Policy

 Under applicable Nasdaq listing
standards, all related person transactions must be approved by our Audit Committee or another independent body of the Board. For smaller
reporting companies, current SEC rules define transactions with related persons to include any transaction, arrangement or relationship
(i) in which we are a participant, (ii) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of
our total assets at year-end for the last two completed fiscal years, and (iii) in which any executive officer, director, director nominee,
beneficial owner of more than 5% of our common stock, or any immediate family member of such persons has or will have a direct or indirect
material interest. All directors must recuse themselves from any discussion or decision affecting their personal, business or professional
interests. All related person transactions will be disclosed in our applicable SEC filings as required under SEC rules.

 Transactions with Related Persons

 William O'Dowd, IV. Mr. O'Dowd
is our Chief Executive Officer and the Chairman of the Board. Dolphin Entertainment, LLC, an entity owned by Mr. O'Dowd, previously
advanced funds for working capital to Dolphin Films, Inc. ("Dolphin Films"), its former subsidiary, which we acquired in
March 2016. During 2016, Dolphin Films entered into a promissory note with Dolphin Entertainment, LLC (the " DE LLC Note ")
in the principal amount of $1,009,624 for funds previously advanced. The note was payable on demand and accrued interest at a rate of
10% per annum. On November 29, 2017, the Audit Committee approved an amendment to the promissory note to allow for additional advances
and repayments on the promissory note up to a maximum principal balance of $5,000,000. On June 15, 2021 the Company exchanged the Original
DE LLC Note for a new note maturing on July 31, 2023 (" New DE LLC Note " and together with the Original DE LLC Note,
the " DE LLC Notes "). Other than the change in maturity date, there were no other changes to the principal, interest
or any other terms of the Original DE LLC Note. On June 30, 2022, the maturity date of the New DE LLC Note was extended to December 31,
2026. As of December 31, 2023 and 2022, Dolphin Films owed Dolphin Entertainment, LLC $1,107,873 and $1,107,873, respectively, of principal,
and $277,423 and $166,637, respectively, of accrued interest, that was recorded on the consolidated balance sheets. Dolphin Films recorded
interest expense of $110,787 for each of the years ended December 31, 2023 and 2022. During the years ended December 31, 2023 and 2022,
we did not repay any principal or interest amount owed to Dolphin Entertainment, LLC. There have not been any proceeds received, repayments
of principal or payments of interest related to this note for the period between January 1, 2024 and April 24, 2024. The largest aggregate
principal amount Dolphin Films owed Dolphin Entertainment, LLC during 2023, 2022 and as of April 24, 2024 was $1,107,873. The balance
of principal outstanding under the note as of April 24, 2024 was $1,107,873.

 On September 7, 2012, we entered into an employment
agreement with Mr. O'Dowd, which was subsequently renewed for a period of two years, effective January 1, 2015. The agreement provided
for an annual salary of $250,000 and a one-time bonus of $1,000,000. Unpaid compensation accrues interest at a rate of 10% per annum.
As of each of December 31, 2023 and 2022, we had a balance of $2,625,000 of accrued compensation related to this agreement. As of December
31, 2023 and 2022, we had a balance of $1,440,586 and $1,578,088, respectively, of accrued interest related to this agreement. We recorded
$262,500 and $262,498, respectively, of interest expense for the years ended December 31, 2023 and 2022. During the years ended December
31, 2023 and 2022, we paid $400,000 and $250,000, respectively, of interest payments to Mr. O'Dowd. No accrued compensation or interest
payments were made to Mr. O'Dowd for the period between January 1, 2024 and April 24, 2024. The largest aggregate balance we owed
Mr. O'Dowd during 2023, 2022 and as of April 24, 2024 was $2,625,000. The balance of accrued compensation as of April 24, 2024 was
$2,625,000.

 Compensation of Named Executive
Officers and Directors

 For information regarding
compensation of named executive officers and directors, please see "Item 11. Executive Compensation."

 Director Independence

 We deem that each of
Michael Espensen, Nelson Famadas, Nicholas Stanham, Esq., Anthony Leo and Claudia Grillo, are independent as that term is defined by
NASDAQ 5605(a)(2).

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Fees Paid to Our Independent Registered
Public Accounting Firm

 The following table sets
forth the aggregate fees billed or expected to be billed to our company for professional services rendered by our independent registered
public accounting firm, Grant Thornton LLP, for the fiscal years ended December 31, 2023 and 2022.

 Year Ended
 12/31/2023

 Year Ended
 12/31/2022

 Audit Fees (1)

 $
 771.750

 $
 776,000

 Audit-Related Fees (2)

 126,000

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 897,750

 $
 776,000

 ———————

 (1)

 Audit Fees— this category consists of fees billed
 or expected to be billed for professional services rendered for the audits of our financial statements, reviews of our interim financial
 statements included in quarterly reports, services performed in connection with regular filings with the Securities and Exchange Commission
 and other services that are normally provided by our independent registered public accounting firm for the fiscal years ended December
 31, 2023 and December 31, 2022.

 (2)

 Audit Related Fees – this category consists
 of fees billed or expected to be billed for audit related services performed by the independent registered public accounting firm that
 are not required by statute or regulation for the registrant itself. During the year ended December 31, 2023, these fees were related
 to the audits of Special Projects Media, LLC.

 Policy on Pre-Approval by Audit Committee
of Services Performed by Independent Registered Public Accounting Firm

 The Audit Committee reviews,
and in its sole discretion pre-approves, our independent auditors' annual engagement letter including proposed fees and all auditing
services provided by the independent auditors. Accordingly, our Audit Committee approved all services rendered by our independent registered
public accounting firm, Grant Thornton, LLP, during fiscal year 2023, as described above. Our Audit Committee and Board has considered
the nature and amount of fees billed or expected to be billed by Grant Thornton, LLP and believes that the provision of services for
activities unrelated to the audit was compatible with maintaining Grant Thornton, LLP's independence.

 The Audit Committee has not
implemented a policy or procedure which delegates the authority to approve, or pre-approve, audit or permitted non-audit services to
be performed by Grant Thornton, LLP. Our Board may not engage the independent auditors to perform the non-audit services proscribed by
law or regulation.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The following documents are filed as part
 of this report:

 1.

 Consolidated Financial Statements:

 Previously filed with the Company's Annual Report on Form
 10-K for the year ended December 31, 2023, as filed on April 1, 2024.

 2.

 All schedules have been omitted since the required information is presented in the financial statements
 and the related notes or is not applicable.

 3.

 The Exhibits below:

 See the Exhibit Index below.

 Exhibit Index

 Exhibit No.

 Description

 Incorporated by
 Reference

 1.1

 Underwriting Agreement dated October 31, 2023

 Incorporated herein by reference to Exhibit 1.1 to the Company's Current Report on Form
 8-K filed on November 2, 2023.

 2.1

 Agreement
 and Plan of Merger, dated July 5, 2018, by and among the Company, The Door, Merger Sub and the Members.

 Incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form
 8-K, filed on July 11, 2018.

 2.3

 Membership Interest Purchase Agreement dated as of October 2, 2023,
 by and among Dolphin Entertainment, Inc., and the Sellers party thereto

 Incorporated herein by reference to Exhibit 2.1 to the Company's Current
 Report on Form 8-K, filed on October 6, 2023.

 3.1

 Amended and Restated Articles of Incorporation of Dolphin Entertainment, Inc. (conformed copy incorporating
 all amendments through September 29, 2022).

 Incorporated herein by reference to Exhibit 3.1 to the Company's Annual
 Report on Form 10-K, filed on March 31, 2023.

 3.2

 Bylaws of Dolphin Digital Media, Inc., dated as of December 3, 2014

 Incorporated herein by reference to Exhibit 3.2 to Current Report on Form
 8-K, filed on December 9, 2014.

 4.1

 Registration
 Rights Agreement dated July 5, 2018, by and among the Company and the Members party thereto

 Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, filed
 on July 11, 2018.

 4.2

 Description
 of Common Stock

 Incorporated herein by reference to Exhibit 4.1 to the Company's Annual
 Report on Form 10-K for the year ended December 31, 2020

 4.3

 Form of Convertible Promissory Note

 Incorporated herein by reference to Exhibit 3.1 to the Company's Current
 Report on Form 8-K filed on January 13, 2023.

 4.4

 Registration Rights Agreement dated as of October 2, 2023 by and among Dolphin Entertainment, Inc. and the Sellers
 part thereto

 Incorporated herein by reference to Exhibit 4.1 to the Company's Current
 Report on Form 8-K, filed on October 6, 2023.

 10.1

 Dolphin
 Entertainment Inc., 2017 Equity Incentive Plan.

 Incorporated herein by reference to Exhibit 10.1 to the Company's Registration
 Statement on Form S-8, filed on August 8, 2017.

 10.3

 Purchase
 Agreement dated August 10, 2022 with Lincoln Park Capital Fund LLC

 Incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form
 10-Q, filed on August 15, 2022.

 10.4

 Registration
 Rights Agreement dated August 10, 2022 with Lincoln Park Capital Fund LLC

 Incorporated herein by reference to Exhibit 10.2 to Quarterly Report on Form
 10-Q, filed on August 15, 2022.

 10.5

 Membership
 Interest Purchase Agreement dated as of November 14, 2022, by and between Dolphin Entertainment, Inc. and NSL Ventures, LLC.

 Incorporated herein by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q, filed on November
 14, 2022.

 10.6

 Form
 of Subscription Agreement

 Incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form
 8-K filed on January 13, 2023.

 21.1

 List
 of Subsidiaries of the Company.

 Incorporated herein by reference to Exhibit 21.1 to Annual Report on Form 10-K, filed on April
 1, 2024.

 23.1

 Consent of Grant Thornton LLP

 Incorporated herein by reference to Exhibit 23.1 to the Company's
Current Report on Form 10-K filed on April 1, 2024.

 31.1

 Certification of Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002.

 Incorporated herein by reference to Exhibit 32.1 to the Company's
Current Report on Form 10-K filed on April 1, 2024.

 32.2

 Certification of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley
 Act of 2002.

 Incorporated herein by reference to Exhibit 32.2 to the Company's
Current Report on Form 10-K filed on April 1, 2024.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Management contract or compensatory plan or arrangement.

 * Schedules (and similar attachments) have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange
Commission upon request.

 ITEM 16 FORM 10-K SUMMARY

 None.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange
Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 DOLPHIN ENTERTAINMENT, INC.

 Dated: April 29, 2024

 By:

 /s/ William O'Dowd, IV

 William O'Dowd, IV

 Chief Executive Officer