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What changed in Dolphin Entertainment, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Dolphin Entertainment, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+267 added−250 removedSource: 10-K (2025-03-27) vs 10-K (2024-04-01)

Top changes in Dolphin Entertainment, Inc.'s 2024 10-K

267 paragraphs added · 250 removed · 200 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest change(“B/HI”), The Digital Dept, LLC (“The Digital Dept.”) formerly known as Socialyte LLC (“Socialyte”) and Special Projects Media, LLC (“Special Projects”) we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality and lifestyle industries. 42West (Film and Television, Gaming), Shore Fire (Music), and The Door (Culinary, Hospitality, Lifestyle) are each recognized global PR and marketing leaders for the industries they serve.
Biggest change(“BHI”) that merged with 42West effective January 1, 2024, The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept, LLC (“The Digital Dept.”) formerly known as Socialyte LLC (“Socialyte”) and Be Social Relations LLC (“Be Social”) that merged effective January 1, 2024, Special Projects Media, LLC (“Special Projects”), Always Alpha Sports Management, LLC (“Always Alpha”) and Elle Communications, LLC (“Elle”) we provide expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the motion picture, television, music, gaming, culinary, hospitality, lifestyle and charitable industries. 42West (Film and Television, Gaming), Shore Fire (Music), The Door (Culinary, Hospitality, Lifestyle) and Elle (Impact, Philanthropy, Non-Profit) are each recognized global public relations and marketing leaders for the industries they serve.
Prior to its acquisition, 42West grew to become one of the largest independently-owned public relations firms in the entertainment industry, and in March 2022, 42West was ranked #2 in the annual rankings of the nation’s Power 50 PR firms by the New York Observer, the highest position held by an entertainment PR firm.
Prior to its acquisition, 42West grew to become one of the largest independently-owned public relations firms in the entertainment industry, and after the acquisition, in March 2022, 42West was ranked #2 in the annual rankings of the nation’s Power 50 PR firms by the New York Observer, the highest position held by an entertainment public relations firm.
We believe there are many consumer product categories that have strong historical influence from either celebrities, influencers or the entertainment industry in general, including liquor, cosmetics, skin care, fashion, supplements, and wellness products, to name just a few.
We believe there are many consumer product categories that have strong historical influence from either celebrities, influencers, athletes or the entertainment industry in general, including liquor, cosmetics, skin care, fashion, supplements, and wellness products, to name just a few.
Enhanced by Dolphin’s acquisitions of The Digital Dept. and Viewpoint, 42West has the ability to both structure influencer marketing campaigns and to create promotional and marketing content for clients, which are critical services for entertainment content marketers in today’s digital world.
Enhanced by Dolphin’s acquisitions of The Digital Dept., 42West has the ability to both structure influencer marketing campaigns and to create promotional and marketing content for clients, which are critical services for entertainment content marketers in today’s digital world.
Likewise, the Board of Directors is composed of 57% women and minorities. 5 Other Compensation and Benefits The Company offers competitive compensation and benefits packages that meet the needs of its employees, including equity incentive awards, retirement plans, health, dental, and vision benefits, basic life insurance and short and long-term disability coverage, among other benefits.
Likewise, the Board of Directors is composed of 71% women and minorities. 5 Other Compensation and Benefits The Company offers competitive compensation and benefits packages that meet the needs of its employees, including equity incentive awards, retirement plans, health, dental, and vision benefits, basic life insurance and short and long-term disability coverage, among other benefits.
Diversity and Inclusion Dolphin and our subsidiaries are committed to diversity and inclusion, and our culture reinforces these values on a day-to-day basis, beginning with our leadership team. Our leadership team, which includes our Chief Executive Officer, Chief Financial and Operating Officer, Vice-President of Human Resources and the leaders of our subsidiaries, is composed of 75% women and minorities.
Diversity and Inclusion Dolphin and our subsidiaries are committed to diversity and inclusion, and our culture reinforces these values on a day-to-day basis, beginning with our leadership team. Our leadership team, which includes our Chief Executive Officer, Chief Financial and Operating Officer, Vice-President of Human Resources and the leaders of our subsidiaries, is composed of 87% women and minorities.
We believe that the launch and growth of a large number of streaming services over the last five years represents tremendous organic growth opportunities for 42West, due to the increase in potential new clients and a larger number of individual projects to promote.
We believe that the launch and growth of a large number of streaming services over the last seven years represents tremendous organic growth opportunities for 42West, due to the increase in potential new clients and a larger number of individual projects to promote.
We plan to significantly expand Shore Fire’s presence in other major music markets, including Los Angeles, Nashville and Miami, which we believe will provide greater access to potential clients across a wide array of popular musical genres, including pop, country and Latin. Expand and grow The Door through the expansion of its Consumer Products PR business.
We plan to significantly expand Shore Fire’s presence in other major music markets, including Los Angeles, Nashville and Miami, which we believe will provide greater access to potential clients across a wide array of popular musical genres, including pop, country and Latin. Expand and grow The Door through the expansion of its Consumer Products Public Relations business.
Furthermore, influencer marketing campaigns are also considered essential to the earned media campaigns of so many consumer products in today’s online marketplace, creating large cross-selling opportunities between our PR agencies and The Digital Dept.’s expertise and services. We believe that our expanding portfolio of earned media marketing companies will continue to attract future acquisitions.
Furthermore, influencer marketing campaigns are also considered essential to the earned media campaigns of so many consumer products in today’s online marketplace, creating large cross-selling opportunities between our public relations agencies and The Digital Dept.’s expertise and services. We believe that our expanding portfolio of earned media marketing companies will continue to attract future acquisitions.
With respect to our entertainment publicity and marketing segment, we have endeavored to create an “earned media marketing super group,” combining marketing, public relations, influencer marketing, celebrity sponsorships and talent booking, experiential marketing, branding, and digital production, that will serve as a platform for organic growth via the cross-selling of services among our subsidiaries.
With respect to our entertainment publicity and marketing segment, we have endeavored to create an “earned media marketing super group,” combining marketing, public relations, influencer marketing, celebrity sponsorships and talent booking and experiential marketing, that will serve as a platform for organic growth via the cross-selling of services among our subsidiaries.
Abrams and his Bad Robot Productions. “The Blue Angels” follows the newest class of the storied Navy and Marine Corps flight squadron through intense training and into their first season of heart-stopping aerial artistry, while also sharing the emotional stories of the veterans on the team who, this year, will take their final flights.
Abrams and his Bad Robot Productions. The Blue Angels follows the newest class of the storied Navy and Marine Corps flight squadron through intense training and into their first season of heart-stopping aerial artistry, while also sharing the emotional stories of the veterans on the team who, this year, will take their final flights.
Our public relations and marketing professionals at The Door develop and execute marketing and publicity strategies for dozens of restaurant and hotel groups annually, as well as for individual chefs, live events, and consumer-facing corporations. The Digital Dept.
Our public relations and marketing professionals at The Door develop and execute marketing and publicity strategies for dozens of restaurant and hotel groups annually, as well as for individual chefs, live events, and consumer-facing corporations.
The Door’s market-leading position in both the food and hospitality verticals, with many clients that have consumer-facing products and the need for attendant marketing campaigns, has provided the Company with the requisite experience for a successful expansion across the high-margin consumer products PR business with potential clients both inside and outside of the food and hospitality verticals.
The Door’s market-leading position in both the food and hospitality verticals, with many clients that have consumer-facing products and the need for attendant marketing campaigns, has provided the Company with the requisite experience for a successful expansion across the high-margin consumer products public relations business with potential clients both inside and outside of the food and hospitality verticals.
Through 42West, The Door and Shore Fire, The Digital Dept. can offer their services to several new verticals, including motion picture and television content, podcasts, musical artists and labels, restaurant groups, hotels and resorts, the travel industry, the gaming and e-sports industry, and the marketers of broader consumer products.
Through 42West, The Door, Shore Fire and Elle, The Digital Dept. can offer their services to several new verticals, including motion picture and television content, podcasts, musical artists and labels, restaurant groups, hotels and resorts, the travel industry, the gaming and e-sports industry, charitable organizations and the marketers of broader consumer products.
By way of example, our initial public relations companies (42West, Shore Fire, and The Door) have identified the capability to run influencer marketing campaigns for clients as a “must have” in today’s environment, which requires the ability to drive social media awareness and engagement.
By way of example, all of our public relations companies (42West, Shore Fire, The Door and Elle) have identified the capability to run influencer marketing campaigns for clients as a “must have” in today’s environment, which requires the ability to drive social media awareness and engagement.
Lastly, Nicole Vecchiarelli and Andrea Oliveri, Co-CEOs of Special Projects, are considered best-in-class in celebrity curation and booking; · Our Ability to Offer Interrelated Services —we believe that our ability to offer influencer marketing expertise, experiential marketing, and creative branding opportunities for our 42West, The Door and Shore Fire clients, primarily through the services of The Digital Dept., Special Projects and Viewpoint, will allow us to expand and grow our relationships with existing clients and also attract new ones; and, · Our Ability to Offer Services Across Multiple Verticals of Entertainment – we believe that our ability to offer relationship access and marketing reach across all of the film, television, podcast, music, celebrity chef, hospitality, gaming and e-sports industries will be attractive to marketers of consumer products who desire a broad campaign across pop culture, which will allow us to expand our client base and grow the size of our campaigns.
Lastly, Nicole Vecchiarelli and Andrea Oliveri, Co-CEOs of Special Projects, are considered best-in-class in celebrity curation and booking; · Our Ability to Offer Interrelated Services —we believe that our ability to offer influencer marketing expertise and experiential marketing for our 42West, The Door, Shore Fire, Elle and Always Alpha clients, primarily through the services of The Digital Dept., and Special Projects, will allow us to expand and grow our relationships with existing clients and also attract new ones; and, · Our Ability to Offer Services Across Multiple Verticals of Entertainment – we believe that our ability to offer relationship access and marketing reach across all of the film, television, podcast, music, celebrity chef, hospitality, gaming and e-sports industries will be attractive to marketers of consumer products who desire a broad campaign across pop culture, which will allow us to expand our client base and grow the size of our campaigns.
By way of example, our first content investment was made in June 2022, when we entered into a multi-year deal with IMAX to jointly finance the development and production of a slate of feature-length documentaries for the global market . The first project under this deal is for “The Blue Angels,” co-produced by legendary Hollywood filmmaker J.J.
By way of example, our first content investment was made in June 2022, when we entered into a multi-year deal with IMAX Corporation (“IMAX”) to jointly finance the development and production of a slate of feature-length documentaries for the global market . The first project under this deal is The Blue Angels, co-produced by legendary Hollywood filmmaker J.J.
The Digital Dept. has a well-known influencer talent management roster, representing over 200 individual talent that tend to specialize in the beauty, fashion and wellness industries, and that tend to use Instagram as their primary user engagement platform.
Expand The Digital Dept.’s Talent Roster + Platform Presence. The Digital Dept. has a well-known influencer talent management roster, representing over 200 individual talent that tend to specialize in the beauty, fashion and wellness industries, and that tend to use Instagram as their primary user engagement platform.
Finally, we believe that marketing strategies that will be developed by our best-in-class entertainment PR and marketing companies will drive our creative content, thus creating greater potential for profitability. Develop Live Events.
Finally, we believe that marketing strategies that will be developed by our best-in-class entertainment public relations and marketing companies will drive our creative content, thus creating greater potential for profitability. Develop Live Events.
The content production segment is composed of Dolphin Films, Inc. (“Dolphin Films”) and a department within Dolphin, which develop, produce and distribute feature films, television and digital content.
The content production segment is composed of Dolphin Films and a department within Dolphin, which develop, produce and distribute feature films, television and digital content.
Dolphin’s legacy content production business, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. We were first incorporated in the State of Nevada on March 7, 1995 and domesticated in the State of Florida on December 4, 2014.
(“Dolphin Films”), founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. We were first incorporated in the State of Nevada on March 7, 1995 and domesticated in the State of Florida on December 4, 2014.
We conduct training and development in our subsidiaries to ensure our employees maintain the quality for which we are known. As of March 6, 2023, we had 245 full-time employees, all of which are located within the United States.
We conduct training and development in our subsidiaries to ensure our employees maintain the quality for which we are known. As of March 17, 2025, we had 269 full-time employees, all of which are located within the United States.
In addition, 42West’s CEO, Amanda Lundberg, The Door’s CEO, Charlie Dougiello, and President, Lois O’Neill, and Shore Fire’s President Marilyn Laverty are all longtime PR practitioners, with decades of experience, and are widely recognized as among the top communications strategists in the entertainment, hospitality and music industries, as evidenced by the market reputation of their companies. Furthermore, The Digital Dept.
In addition, 42West’s CEO, Amanda Lundberg, The Door’s CEO, Charlie Dougiello, and President, Lois O’Neill, Shore Fire’s President Marilyn Laverty and Elle’s Danielle Finck are all longtime public relations practitioners, with decades of experience, and are widely recognized as among the top communications strategists in the entertainment, hospitality and music industries, as evidenced by the market reputation of their companies.
The ability for The Digital Dept. to reach clients of 42West, The Door and Shore Fire provides The Digital Dept. with the opportunity to diversify its client base, while allowing 42West, The Door and Shore Fire to increase their service offerings to, existing and future clients, potentially driving increased revenues. Expand The Digital Dept.’s Influencer Event Business to New Markets.
The ability for The Digital Dept. to reach clients of 42West, The Door, Shore Fire and Elle provides The Digital Dept. with the opportunity to diversify its client base, while allowing 42West, The Door and Shore Fire to increase their service offerings to, existing and future clients, potentially driving increased revenues.
Across our PR firms and The Digital Dept., we represent both brands in these verticals, as well as many individual celebrities and influencers, with proprietary consumer products in these verticals.
Across our public relations firms and The Digital Dept., and Always Alpha, we represent both brands in these verticals, as well as many individual celebrities, athletes and influencers, with proprietary consumer products in these verticals.
We believe that we compete on the basis of the following competitive strengths: · Market Reputations of 42West, Shore Fire and The Door — 42West, Shore Fire and The Door consistently rank among the most prestigious and powerful public relations firms in the United States (each ranking in the Top 50 Most Powerful PR Firms in various recent years, as published by the New York Observer), which is a significant competitive advantage given the nature of the entertainment marketing and public relations industry, in which “perception is power;” · An Exceptional Management Team— our CEO, Mr.
We believe that we compete on the basis of the following competitive strengths: · Market Reputations of 42West, Shore Fire, The Door and Elle — 42West, Shore Fire, The Door and Elle consistently rank among the most prestigious and powerful public relations firms in the United States (as a group we were ranked as the #1 Public Relations firm in the United States in 2025, as published by the New York Observer), which is a significant competitive advantage given the nature of the entertainment marketing and public relations industry, in which “perception is power;” · An Exceptional Management Team— our CEO, Mr.
The entertainment publicity and marketing segment is composed of 42West, Shore Fire, The Door, Viewpoint, The Digital Dept. and Special Projects and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, social media and influencer marketing, celebrity booking, creative branding, and the production of promotional video content.
The entertainment publicity and marketing segment is composed of 42West, Shore Fire, The Door, The Digital Dept., Special Projects, Always Alpha and Elle and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, social media and influencer marketing and celebrity booking.
The film is expected to be released in IMAX theaters in May of 2024. 1 Growth Opportunities and Strategies For Dolphin 1.0, we are focused on driving growth through the following efforts: Expand and grow 42West to serve more clients with a broad array of interrelated services.
The film was released in IMAX theaters on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024. 1 Growth Opportunities and Strategies For Dolphin 1.0, we are focused on driving growth through the following efforts: Expand and grow 42West to serve more clients with a broad array of interrelated services.
It will mark the first time the iconic blue and yellow F/A-18 Super Hornets will be featured in IMAX.
It marked the first time the iconic blue and yellow F/A-18 Super Hornets were featured in IMAX.
Through The Digital Dept. we offer management for individual influencers, brand marketing services (both paid and organic influencer marketing campaigns) and influencer event development and production services , with teams in New York, Los Angeles, Miami and Nashville.
We believe Elle is the largest public relations agency in the philanthropy and social impact sector. The Digital Dept. Through The Digital Dept. we offer management for individual influencers, brand marketing services (both paid and organic influencer marketing campaigns) and influencer event development and production services , with teams in New York, Los Angeles, Miami and Nashville.
We plan to selectively pursue acquisitions to further enhance our competitive advantages, scale our revenues, and increase our profitability. Our acquisition strategy is based on identifying and acquiring companies that complement our existing entertainment publicity services businesses.
We plan to selectively pursue acquisitions to further enhance our competitive advantages, scale our revenues, and increase our profitability. Our acquisition strategy is based on identifying and acquiring companies that complement our existing entertainment marketing services businesses. We believe that complementary businesses can create synergistic opportunities that may increase profits and operating cash flow.
Its keen trend-spotting and cultural forecasting abilities allow us to keep our finger on the pulse of pop culture and highlight new talents before they hit the mainstream.
Its keen trend-spotting and cultural forecasting abilities allow us to keep our finger on the pulse of pop culture and highlight new talents before they hit the mainstream. 4 Content Production Dolphin Films and Dolphin Digital Studios Dolphin Films is a content producer of motion pictures.
Competition The businesses in which we engage are highly competitive. Through 42West, Shore Fire and The Door, we compete against other public relations and marketing communications companies, as well as independent and niche agencies to win new clients and maintain existing client relationships.
Through 42West, Shore Fire, The Door and Elle, we compete against other public relations and marketing communications companies, as well as independent and niche agencies to win new clients and maintain existing client relationships. Through The Digital Dept., we compete against other influencer marketing agencies as well as in-house teams at many of our clients.
Co-CEOs Ali Grant and Sarah Boyd, are widely respected influencer marketing experts who have built their reputations from the very beginning of the industry 10-15 years ago.
Furthermore, The Digital Dept. Co-CEOs, Ali Grant and Sarah Boyd, are widely respected influencer marketing experts who have built their reputations from the very beginning of the industry 10-15 years ago. Always Alpha’s Co-Founder Allyson Felix is the most decorated track and field athlete of all-time.
The Digital Dept. has a division dedicated to producing influencer “showrooms,” wherein The Digital Dept. rents a venue and hosts up to 200 influencers over 2 days to sample a wide variety of beauty, fashion and wellness products. Since 2021, The Digital Dept. has hosted multiple such showrooms per year, all in Los Angeles.
Expand The Digital Dept.’s Influencer Event Business to New Markets. The Digital Dept. has a division dedicated to producing influencer “showrooms,” wherein The Digital Dept. rents a venue and hosts up to 200 influencers over 2 days to sample a wide variety of beauty, fashion and wellness products.
In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called the Blue Angels. IMAX and Dolphin each agreed to fund 50% of the production budget which was estimated at approximately $4 million.
In June 2022, we entered into an agreement with IMAX to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called The Blue Angels. We paid $2,250,000 in connection with the production of The Blue Angels.
And, The Digital Dept.’s events division produces both proprietary showrooms to connect brands and influencers, as well as custom events for specific brands, at locations across Los Angeles, New York and Miami. Special Projects Special Projects is a creative content, and special events agency that elevates media, fashion, and lifestyle brands through the unique use of celebrities and storytelling.
And, The Digital Dept.’s events division produces both proprietary showrooms to connect brands and influencers, as well as custom events for specific brands, at locations across Los Angeles, New York and Miami.
We plan to significantly increase the number of consumer products PR accounts at The Door. Such accounts often generate higher monthly fees and longer-term engagements than any other of our customer verticals. Expand The Digital Dept.’s Talent Roster + Platform Presence.
We plan to significantly increase the number of consumer products public relation accounts at The Door. Such accounts often generate higher monthly fees and longer-term engagements than any other of our customer verticals. Expand and Grow Elle Communications to Serve More Clients Across the Non-Profit Spectrum .
Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries.
Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries. Dolphin’s legacy content production business, Dolphin Films, Inc.
Our content production business faces competition from companies within the entertainment business and from alternative forms of leisure entertainment, such as travel, sporting events, video games and computer-related activities.
Through Always Alpha, we complete with other management firms that represent both male and female athletes. Through Special Projects, we compete with other celebrity booking or live event production companies. Our content production business faces competition from companies within the entertainment business and from alternative forms of leisure entertainment, such as travel, sporting events, video games and computer-related activities.
We believe that complementary businesses, such as PR firms in other entertainment verticals, can create synergistic opportunities that may increase profits and operating cash flow. For Ventures, or Dolphin 2.0, we are focused on driving growth through the following efforts: Build a portfolio of premium film, television and digital content.
Leverage Our Marketing Expertise To Receive Equity Stakes In Ventures That We Will Promote For Ventures, or Dolphin 2.0, we are focused on driving growth through the following efforts: Build a portfolio of premium film, television and digital content.
ITEM 1. BUSINESS Overview We are a leading independent entertainment marketing and production company. Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), Viewpoint Computer Animation, Inc. (“Viewpoint”), Be Social Public Relations, LLC (“Be Social”), B/HI Communications, Inc.
ITEM 1. BUSINESS Overview We are a leading independent entertainment marketing and production company. Through our subsidiaries, 42West LLC (“42West”) including BHI Communications Inc.
Trusted by both companies and public figures, Special Projects creates opportunities that garner press, build engagement, drive sales, and uniquely position our partners within the zeitgeist. Its core services include talent strategy and partnerships, event activation and guest list curation, and brand amplification through celebrities, influencers, and culture-defining personalities.
Its core services include talent strategy and partnerships, event activation and guest list curation, and brand amplification through celebrities, influencers, and culture-defining personalities.
(B/HI is considered a division of 42West throughout the rest of our discussion.) Viewpoint adds full-service creative branding and production capabilities to our marketing group. Be Social and Socialyte, collectively rebranded as The Digital Dept., provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production.
As a group, we were recognized as the #1 Public Relations firm in the country in the prestigious Observer rankings earlier this year. The Digital Dept. (formerly, Socialyte and Be Social) provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production.
We plan to add additional showrooms in New York City and Miami, to further expand this successful format. Leverage Special Projects’ Industry Reputation and Position to Expand Clientele.
Leverage Special Projects’ Industry Reputation and Position to Expand Clientele.
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Viewpoint Viewpoint is a full-service, boutique creative branding and production agency that has earned a reputation as one of the top producers of promotional brand-support videos for a wide variety of leading cable networks in the television industry.
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For over 15 years, Elle has been a leader in providing public relations and marketing services to a broad array of non-profits and sustainable lifestyle companies. We plan to significantly expand Elle’s client base by cross-selling their Impact public relations services across all of the Dolphin agencies, many of which already have clients with foundations and other charitable organizations.
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Viewpoint’s capabilities run the full range of creative branding and production, from concept creation to final delivery, and include: brand strategy, concept and creative development, design & art direction, script & copywriting, live action production & photography, digital development, video editing & composite, animation, audio mixing & engineering, project management and technical support. 4 Content Production Dolphin Films and Dolphin Digital Studios Dolphin Films is a content producer of motion pictures.
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Since 2021, The Digital Dept. has hosted multiple such showrooms per year, all in Los Angeles. In 2024, we added additional showrooms in New York and Miami. In 2025, we plan to add an additional showroom in Nashville, to further expand this successful format. Build Always Alpha’s Business.
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On November 7, 2023, the Company agreed to pay and paid an additional $250,000, which represented 50% of the estimated additional production costs to complete the documentary. As of December 31, 2023, we had paid $2,250,000 in connection with this agreement. The Blue Angels is expected to be released in May of 2024.
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Always Alpha launched in October 2024 in partnership with Allyson Felix, the most decorated track and field athlete of all-time. Initially, we have focused on recruiting Olympic athletes to join our roster, and now we plan to expand into soccer and basketball in 2025 (the two most established sports for female athletes in the United States).
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Through Viewpoint and The Digital Dept., we compete against other creative branding and influencer marketing agencies as well as in-house teams at many of our clients. Through Special Projects, we compete with other celebrity booking or live event production companies.
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Elle Through Elle, we specialize in social and environmental impact public relations services for a client roster of mission-centered brands, nonprofits and philanthropic foundations, social enterprises, sustainability, and ethically made products and services. Elle’s dedicated teams in New York and Los Angeles, achieve marketing and publicity strategies for non-profits.
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Always Alpha Through Always Alpha, we offer management for individual athlete, broadcasters and coach influencers, brand marketing services (both paid and organic influencer marketing campaigns) and influencer event development and production services , with teams in New York and Los Angeles. Always Alpha is the first sports management firm of its kind fully focused on women’s sports.
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Founded by Olympic legend and women's rights advocate Allyson Felix, her longtime business partner and brother Wes Felix and standout sports executive Cosette Chaput, the venture is supported by Dolphin's portfolio of best-in-class marketing and communications companies.
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With the ethos that womanhood is multidimensional and that personal management should be customized to reflect this, Always Alpha aims to empower modern women who are breaking barriers, owning their voices and creating a better future on and off the field of play.
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Special Projects Special Projects is a creative content, and special events agency that elevates media, fashion, and lifestyle brands through the unique use of celebrities and storytelling. Trusted by both companies and public figures, Special Projects creates opportunities that garner press, build engagement, drive sales, and uniquely position our partners within the zeitgeist.
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On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels. During the year ended December 31, 2024, we recorded revenue of $3,421,141 related to the Amazon Agreement.
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On February 22, 2024, we received $777,905 from IMAX, as a first installment in connection with the Amazon Agreement and on July 9, 2024, the Company received the second installment from IMAX in the amount of $2,556,452.
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The Blue Angels documentary motion picture was released in theatres on May 17, 2024 and began streaming on Amazon Prime Video on May 23, 2024.
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In February, 2025, Dolphin Films partnered with Aircraft Productions of Toronto, Canada to produce a re-boot of the popular 1986 MGM hockey movie “Youngblood.” The film is expected to be completed and ready for delivery in the second half of 2025. Competition The businesses in which we engage are highly competitive.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur marketing subsidiaries’ success depends on its ability to effectively and consistently staff and execute client engagements to achieve the clients’ unique personal or professional goals. Our marketing subsidiaries work to design customized communications or publicity campaigns tailored to the particular needs and objectives of particular projects.
Biggest changeThe success of our entertainment publicity and marketing business depends on its ability to consistently and effectively deliver marketing and public relations services to our clients. Our marketing subsidiaries’ success depends on their ability to effectively and consistently staff and execute client engagements to achieve the clients’ unique personal or professional goals.
The success of our marketing subsidiaries, therefore, depends on our ability to continue to successfully maintain such client relationships should the principal sellers or other key employees leave our Company.
The success of our marketing subsidiaries, therefore, depends on our ability to continue to successfully maintain such client relationships should the principal sellers or other key employees leave the Company.
We may not be able to effect any of these remedies on satisfactory terms or at all and our indebtedness may affect our ability to continue to operate as a going concern. Our stock price has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses.
We may not be able to effect any of these remedies on satisfactory terms or at all and our indebtedness may affect our ability to continue to operate as a going concern. Our stock price has been volatile and may continue to be volatile in the future, and as a result, investors in our common stock could incur substantial losses.
The employment agreements with the principal sellers currently contain non-competition provisions that prohibit the principal sellers from continuing to provide services to such clients should they leave our Company, however, clients are free to engage other public relations and marketing professionals and there can be no assurance that they will choose to remain with our Company.
The employment agreements with the principal sellers currently contain non-competition provisions that prohibit the principal sellers from continuing to provide services to such clients should they leave the Company, however, clients are free to engage other public relations and marketing professionals and there can be no assurance that they will choose to remain with the Company.
In some of their engagements, our marketing subsidiaries rely on other third parties to provide some of the services to its clients, and we cannot guarantee that these third parties will effectively deliver their services or that we will have adequate recourse against these third parties in the event they fail to effectively deliver their services.
In some of their engagements, our marketing subsidiaries rely on other third parties to provide some of the services to their clients, and we cannot guarantee that these third parties will effectively deliver their services or that we will have adequate recourse against these third parties in the event they fail to effectively deliver their services.
O’Dowd in 2020 prohibits the conversion of Series C Convertible Preferred Stock into common stock unless the majority of the independent directors of the Board vote to remove the restriction. The stock restriction agreement will be immediately terminated upon a change of control as defined in the agreement.
O’Dowd in 2020, as amended, prohibits the conversion of Series C Convertible Preferred Stock into common stock unless the majority of the independent directors of the Board vote to remove the restriction. The stock restriction agreement will be immediately terminated upon a change of control as defined in the agreement.
As disclosed in Part II, Item 9A. Controls and Procedures of this Annual Report on Form 10-K, management concluded that for the years ended December 31, 2023 and 2022, our internal control over financial reporting was not effective and we identified several material weaknesses.
As disclosed in Part II, Item 9A. Controls and Procedures of this Annual Report on Form 10-K, management concluded that for the years ended December 31, 2024 and 2023, our internal control over financial reporting was not effective and we identified several material weaknesses.
If a significant number of the marketing subsidiaries’ clients were to reduce the volume of business, they conduct with us or terminate their relationships with us completely, this could have a material adverse effect upon our business and results of operations. Viewpoint’s revenue is derived on a project-by-project basis.
If a significant number of the marketing subsidiaries’ clients were to reduce the volume of business they conduct with us or terminate their relationships with us completely, this could have a material adverse effect upon our business and results of operations. A portion of our revenue is derived on a project-by-project basis.
Our marketing subsidiaries’ failure to effectively and timely staff, coordinate and execute its client engagements may adversely impact existing client relationships, the amount or timing of payments from clients, its reputation in the marketplace and ability to secure additional business and our resulting financial performance.
Our marketing subsidiaries’ failure to effectively and timely staff, coordinate and execute their client engagements may adversely impact existing client relationships, the amount or timing of payments from clients, their reputation in the marketplace and ability to secure additional business and our resulting financial performance.
As of December 31, 2023, we had outstanding convertible notes payable that as of the date of this report are still outstanding in the aggregate principal amount of $5.1 million, which are convertible using a 90-day trading average stock price.
As of December 31, 2024, we had outstanding convertible notes payable that as of the date of this report are still outstanding in the aggregate principal amount of $5.1 million, which are convertible using a 90-day trading average stock price.
If we are not able to generate sufficient cash to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying digital or film productions, delaying or abandoning potential acquisitions, delaying Dolphin 2.0 initiatives, selling assets, restructuring or refinancing our indebtedness or seeking additional debt or equity capital or bankruptcy protection.
If we are not able to generate sufficient cash to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying digital or film productions, delaying Dolphin 2.0 initiatives, selling assets, restructuring or refinancing our indebtedness or seeking additional debt or equity capital or bankruptcy protection.
With our current cash on hand, expected revenues, and based on our current average monthly expenses, we anticipate we will need additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months.
With our current cash on hand, expected revenues, and based on our current average monthly expenses, we anticipate needing additional funding in order to continue our operations at their current levels, and to pay the costs associated with being a public company, for the next 12 months.
Our ability to generate net profit in the future will depend on our ability to realize the financial benefits from the operations of 42West, The Door, Shore Fire, Viewpoint, The Digital Dept. and Special Projects and the success of our Dolphin 2.0 initiatives, as no single project is likely to generate sufficient revenue to cover our operating expenses.
Our ability to generate net profit in the future will depend on our ability to realize the financial benefits from the operations of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha and the success of our Dolphin 2.0 initiatives, as no single project is likely to generate sufficient revenue to cover our operating expenses.
Our stock price has recently been volatile and may be volatile in the future. We may incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may or may not coincide in timing with the disclosure of news or developments by us.
Our stock price has been volatile and may continue to be volatile in the future. We may incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may or may not coincide in timing with the disclosure of news or developments by us.
During this period, we issued approximately (i) 5.1 million aggregate shares of our common stock as consideration or earnout consideration for acquisitions; (ii) 2.8 million to Lincoln Park Capital Fund LLC related to our purchase agreement with them; (iii) 1.4 million shares through an offering pursuant to a Registration Statement on Form S-3; (iv) 0.6 million to certain holders of convertible notes that exercised their right to convert all or a portion of their convertible notes; and (v) 0.2 million as stock compensation to certain employees.
During this period, we issued approximately (i) 2.3 million aggregate shares of our common stock as consideration or earnout consideration for acquisitions; (ii) 1.1 million shares to Lincoln Park Capital Fund LLC (“Lincoln Park”) related to our purchase agreement with them; (iii) 0.7 million shares through an offering pursuant to a Registration Statement on Form S-3; (iv) 0.2 million shares to certain holders of convertible notes that exercised their right to convert all or a portion of their convertible notes; and (v) 0.3 million shares as stock compensation to certain employees.
Other contingencies and events outside of our control may also impact our marketing subsidiaries’ ability to provide its services.
Other contingencies and events outside of our control may also impact our marketing subsidiaries’ ability to provide their services.
Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability. 8 Risks Related to Our Entertainment Publicity and Marketing Business Our business could be adversely affected if we fail to retain the principal sellers, and other key employees of 42West, The Door, Viewpoint, Shore Fire, The Digital Dept. and Special Projects and the clients they serve.
Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability. 8 Risks Related to Our Entertainment Publicity and Marketing Business Our business could be adversely affected if we fail to retain the principal sellers, and/or other key employees of 42West, The Door, Shore Fire, The Digital Dept.
The table below sets forth our total principal amount of debt as of December 31, 2023 and 2022.
The table below sets forth our total principal amount of debt as of December 31, 2024 and 2023.
We will require additional financing, and we may not be able to raise funds on favorable terms or at all. We had negative working capital of $6.7 million as of December 31, 2023.
We may require additional financing, and we may not be able to raise funds on favorable terms or at all. We had negative working capital of $6.4 million as of December 31, 2024.
December 31, 2023 2022 Related party debt (noncurrent) $ 1,107,873 $ 1,107,873 Notes payable (current and noncurrent) $ 3,880,000 $ 1,368,960 Convertible notes payable (current and noncurrent) $ 5,100,000 $ 5,050,000 Convertible note payable – fair value option $ 355,000 $ 343,556 Term loan (current and noncurrent) $ 5,482,614 $ 2,867,592 Line of credit $ 400,000 $ — Non-convertible promissory note – Socialyte (current) $ 3,000,000 $ 3,000,000 Our indebtedness could have important negative consequences, including: · our ability to obtain additional financing for working capital, capital expenditures, future productions or other purposes may be impaired, or such financing may not be available on favorable terms or at all; · we may have to pay higher interest rates upon obtaining future financing, thereby reducing our cash flows; and · we may need a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations and future business opportunities.
December 31, 2024 2023 Related party debt (noncurrent) $ 3,225,985 $ 1,107,873 Non-convertible promissory notes (current and noncurrent) $ 3,880,000 $ 3,880,000 Convertible notes payable (current and noncurrent) $ 5,100,000 $ 5,100,000 Convertible note payable – fair value option (noncurrent) $ 320,000 $ 355,000 Term loans (current and noncurrent) $ 6,468,289 $ 5,482,614 Revolving line of credit (current) $ 400,000 $ 400,000 Non-convertible promissory note – Socialyte (current) $ 3,000,000 $ 3,000,000 Our indebtedness could have important negative consequences, including: · our ability to obtain additional financing for working capital, capital expenditures, future productions or other purposes may be impaired, or such financing may not be available on favorable terms or at all; · we may have to pay higher interest rates upon obtaining future financing, thereby reducing our cash flows; and · we may need a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations and future business opportunities.
The Series C Convertible Preferred Stock is held by Dolphin Entertainment LLC, an entity owned by Mr. O’Dowd. As of December 31, 2023, Series C Preferred Stock is convertible into 4,738,940 shares of our common stock. A stock restriction agreement entered into with Mr.
The Series C Convertible Preferred Stock is held by Dolphin Entertainment LLC, an entity owned by Mr. O’Dowd. As of December 31, 2024, Series C Preferred Stock is convertible into 2,369,470 shares of our common stock. A stock restriction agreement entered into with Mr.
As is customary in the industry, our marketing subsidiaries’ agreements with their respective clients generally provide for termination by either party on relatively short notice, usually 30 days. Consequently, these clients may choose to reduce or terminate their relationships with us, on a relatively short time frame and for any reason.
Clients may terminate or reduce their relationships with us on short notice. As is customary in the industry, our marketing subsidiaries’ agreements with their respective clients generally provide for termination by either party on relatively short notice, usually 30 days.
The success of our entertainment publicity and marketing business operated by 42West, The Door, Viewpoint, Shore Fire, The Digital Dept. and Special Projects, our marketing subsidiaries, substantially depends on our ability to retain the services of their former owners and certain key employees.
Special Projects, Elle and Always Alpha and the clients they serve. The success of our entertainment publicity and marketing business operated by 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, our marketing subsidiaries, substantially depends on our ability to retain the services of certain key employees, including some of the former owners.
To the extent we acquire additional businesses, we will also require additional funding in the future to support our operations. The most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.
The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.
On September 27, 2022, the Company’s shareholders approved an amendment to the terms of the Series C Convertible Preferred Stock included in our Articles of Incorporation to increase the number of votes per share of common stock the Series C is convertible into from three votes per share to five votes per share.
On January 21, 2025, the Company’s shareholders approved an amendment to the terms of the Series C Convertible Preferred Stock included in our Articles of Incorporation to decrease the number of votes per share of common stock the Series C is convertible into from ten votes per share to three votes per share to comply with the Nasdaq voting rights rule (Rule 5640).
ITEM 1A. RISK FACTORS Risks Related to our Business and Financial Condition Our results of operations are highly susceptible to unfavorable economic conditions. Economic downturns often severely affect the marketing services industry.
ITEM 1A. RISK FACTORS Risks Related to our Business and Financial Condition Our results of operations, including our revenues from our Entertainment and Publicity Marketing segment, are highly susceptible to unfavorable economic conditions.
As of December 31, 2023, the Series C Preferred Stock is entitled to 23,694,699 votes which is approximately 57% of our voting securities. The holder of Series C Convertible Preferred Stock is entitled to vote together as a single class on all matters upon which common shareholders are entitled to vote.
As of January 21, 2025, the Series C Preferred Stock is entitled to 7,108,410 votes which was approximately 39% of the voting securities on that date. The holder of Series C Convertible Preferred Stock is entitled to vote together as a single class on all matters upon which common shareholders are entitled to vote.
In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.
In addition, we could be subject to, among other things, regulatory or enforcement actions by the SEC. We rely on information technology systems that are susceptible to cybersecurity risks. In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.
As a result of these past issuances and potential future issuances, your ownership interest in the Company has been, and may in the future be, substantially diluted. The market price for our common stock has been volatile, and these issuances could cause the price of our common stock to continue to fluctuate substantially.
The market price for our common stock has been volatile, and these issuances could cause the price of our common stock to continue to fluctuate substantially.
From January 1, 2022 to December 31, 2023, the number of shares of our common stock issued and outstanding has increased from 8,020,381 to 18,219,531 shares.
From January 1, 2023 to December 31, 2024, the number of shares of our common stock issued and outstanding has increased from 6,170,332 to 11,162,026 shares.
If our clients experience financial distress, or seek to change or delay payment terms, it could negatively affect our own financial position and results. We have a large and diverse client base, and at any given time, one or more of our clients may experience financial difficulty, file for bankruptcy protection or go out of business.
We have a large and diverse client base, and at any given time, one or more of our clients may experience financial difficulty, file for bankruptcy protection or go out of business. Unfavorable economic and financial conditions could result in an increase in client financial difficulties that affect us.
These transactions can involve significant challenges and risks, including that the transaction does not advance our business strategy or fails to produce a satisfactory return on our investment. Our customary business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved may be unsuccessful in ascertaining or evaluating all such risks.
Our customary business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved may be unsuccessful in ascertaining or evaluating all such risks.
In addition, economic downturns could lead to reduced public demand for varying forms of entertainment for which we are engaged to provide public relations and media strategy and promotional services. Such reduced demand for our services could have a material adverse effect on our revenues and results of operations.
In addition, economic downturns, social or political instability, recessionary concerns, rising interest rates and increased inflation could lead to reduced public demand and discretionary spending for varying forms of entertainment for which we are engaged to provide public relations and media strategy and promotional services.
Through our marketing subsidiaries, we must compete with other agencies, and with other providers of marketing and publicity services, in order to maintain existing client relationships and to win new clients. Through Viewpoint, we compete against other creative branding agencies, as well as in-house creative teams at many of our clients.
Through our marketing subsidiaries, we must compete with other agencies, and with other providers of marketing and publicity services, in order to maintain existing client relationships and to win new clients. The client’s perception of the quality of an agency’s creative work and the agency’s reputation are critical factors in determining its competitive position.
Unfavorable economic and financial conditions, could result in an increase in client financial difficulties that affect us. The direct impact on us may include reduced revenues, write-offs of accounts receivable and expenditures billable to clients, and may negatively impact our operating cash flow.
The direct impact on us may include reduced revenues, write-offs of accounts receivable and expenditures billable to clients, and may negatively impact our operating cash flow. Risks Related to Acquisitions We are subject to risks associated with acquisitions and we may not realize the anticipated benefits of such acquisitions.
We have a history of net losses and may continue to incur net losses. We have a history of net losses and may be unable to generate sufficient revenue to achieve profitability in the future. For the fiscal years ended December 31, 2023 and 2022, respectively, our net loss was $24,396,725 and $4,780,135.
Such reduced demand for our services could have a material adverse effect on our revenues and results of operations. We have a history of net losses and may continue to incur net losses. We have a history of net losses and may be unable to generate sufficient revenue to achieve profitability in the future.
Clients may decide to use other creative branding and production companies for their projects which would have an adverse effect upon our business and results of operations. Revenues from our Entertainment Publicity and Marketing segment are susceptible to declines as a result of unfavorable economic conditions. Economic downturns often severely affect the marketing services industry.
Clients may decide to use other creative branding and marketing companies for their projects which would have an adverse effect upon our business and results of operations. If our clients experience financial distress, or seek to change or delay payment terms, it could negatively affect our own financial position and results.
Our accumulated deficit was $133,611,204 and $109,214,479 at December 31, 2023 and 2022, respectively.
For the fiscal years ended December 31, 2024 and 2023, our net loss was $12,603,225 and $24,396,725, respectively. Our accumulated deficit was $146,214,429 and $133,611,204 at December 31, 2024 and 2023, respectively.
Risks Related to Acquisitions We are subject to risks associated with acquisitions and we may not realize the anticipated benefits of such acquisitions. We regularly undertake acquisitions that we believe will enhance our service offering to our clients.
We regularly undertake acquisitions that we believe will enhance our service offering to our clients. These transactions can involve significant challenges and risks, including that the transaction does not advance our business strategy or fails to produce a satisfactory return on our investment.
Removed
In addition, we could be subject to, among other things, regulatory or enforcement actions by the Securities and Exchange Commission, (the “SEC” or the “Commission”). We rely on information technology systems that are susceptible to cybersecurity risks.
Added
The global financial markets have experienced significant recent volatility, marked by declining economic growth, diminished liquidity and availability of credit, declines in consumer confidence, significant concerns about increasing and persistently high inflation and uncertainty about economic stability. Economic downturns often severely affect the marketing services industry.
Removed
The client’s perception of the quality of an agency’s creative work and the agency’s reputation are critical factors in determining its competitive position. The success of our entertainment publicity and marketing business depends on its ability to consistently and effectively deliver marketing and public relations services to our clients.
Added
Our marketing subsidiaries work to design customized communications or publicity campaigns tailored to the particular needs and objectives of particular projects.
Removed
For example, the Writers Guild of America (“WGA”) went on strike between May 2 and September 27 , 2023 and the Screen Actors Guild-American Federation of Television and Radio Artists (“SAG-AFTRA”) went on strike between July 14 and November 9 , 2023.
Added
Consequently, these clients may choose to reduce or terminate their relationships with us, on a relatively short time frame and for any reason.
Removed
The combination of both WGA and SAG-AFTRA being on strike and the duration of each of the strikes adversely affected the revenues of 42West during the year ended December 31, 2023. Clients may terminate or reduce their relationships with us on short notice.
Added
We also have an outstanding convertible note payable with an aggregate principal amount of $500,000, which is convertible at $7.82 per share. As a result of these past issuances and potential future issuances, your ownership interest in the Company has been, and may in the future be, substantially diluted.
Removed
Some of our corporate clients may respond to weak economic performance by reducing their marketing budgets, which are generally discretionary in nature and easier to reduce in the short-term than other expenses related to operations.
Added
As of December 31, 2024, the Series C Preferred Stock was entitled to 23,694,700 votes which is approximately 68% of our voting securities.
Removed
In addition, economic downturns could lead to reduced public demand for varying forms of entertainment for which we are engaged to provide public relations and media strategy and promotional services. Such reduced demand for our services could have a material adverse effect on our revenues and results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRole of Management Senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity, on a day-to-day basis, including the identification of risks and the creation of appropriate risk management programs and policies to address such risks. Our Director of Information Technology has primary responsibility for managing our cybersecurity program and efforts.
Biggest changeRole of Management Senior management is responsible for assessing and managing the Company’s various exposures to risk, including those related to cybersecurity , on a day-to-day basis, including the identification of risks and the creation of appropriate risk management programs and policies to address such risks.
Added
Our Director of Information Technology has primary responsibility for managing our cybersecurity program and efforts.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES As of the date of this report, we do not own any real property. For our headquarters and content production business, we lease 3,024 square feet of office space in Coral Gables, Florida.
Biggest changeITEM 2. PROPERTIES As of the date of this report, we do not own any real property. For our headquarters and content production business, we lease 4,961 square feet of office space in Coral Gables, Florida.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of our Common Stock Our common stock trades on The Nasdaq Capital Market under the symbol “DLPN.” As of March 25, 2024, there were approximately 305 shareholders of record, of our issued and outstanding shares of common stock based on information provided by our transfer agent.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders of our Common Stock Our common stock trades on The Nasdaq Capital Market under the symbol “DLPN.” As of March 17, 2025, there were approximately 307 shareholders of record, of our issued and outstanding shares of common stock based on information provided by our transfer agent.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

113 edited+49 added−40 removed55 unchanged
Biggest changeWe expect to generate income in our content production segment in the summer of 2024 with the release of the Blue Angels documentary film. 18 Expenses For the years ended December 31, 2023 and 2022, our operating expenses were as follows: December 31, 2023 2022 Expenses: Direct costs $ 946,962 $ 3,566,336 Payroll and benefits 35,030,257 28,947,730 Selling, general and administrative 8,434,549 6,572,020 Acquisition costs 116,151 480,939 Impairment of goodwill 9,484,215 906,337 Impairment of intangible assets 341,417 — Write-off of notes receivable 4,108,080 — Change in fair value of contingent consideration 33,226 (47,285 ) Depreciation and amortization 2,253,619 1,751,211 Legal and professional 2,485,096 2,903,412 Total expenses $ 63,233,572 $ 45,080,700 Direct costs are mainly attributable to the EPM segment and decreased by approximately $2.6 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
Biggest changeRevenues from content production increased by approximately $3.4 million during the year ended December 31, 2024, compared to the same period in the prior year, in connection with revenue generated from The Blue Angels documentary film, which was released in theatres on May 17, 2024. 18 Expenses For the years ended December 31, 2024 and 2023, our operating expenses were as follows: December 31, 2024 2023 Expenses: Direct costs $ 3,266,461 $ 946,962 Payroll and benefits 38,123,040 35,030,257 Selling, general and administrative 7,795,610 8,434,549 Acquisition costs 164,044 116,151 Impairment of goodwill 6,671,557 9,484,215 Impairment of intangible assets — 341,417 Write-off of notes receivables 1,270,000 4,108,080 Change in fair value of contingent consideration 50,000 33,226 Depreciation and amortization 2,382,361 2,253,619 Legal and professional 2,447,083 2,485,096 Total expenses $ 62,170,156 $ 63,233,572 Direct costs increased $2.3 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Dolphin’s legacy content production business, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. 14 We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses.
Dolphin’s legacy content production business, Dolphin Films, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets. 14 We have established an acquisition strategy based on identifying and acquiring companies that complement our existing entertainment publicity and marketing services and content production businesses.
For the goodwill value assigned to that reporting unit, we concluded the fair value of that reporting unit’s goodwill was below its carrying amount. As a result, we recorded an impairment charge amounting to $3.0 million, which is included in the condensed consolidated statement of operations for the year ended December 31, 2023.
For the goodwill value assigned to that reporting unit, we concluded the fair value of that reporting unit’s goodwill was below its carrying amount. As a result, we recorded an impairment charge amounting to $3.0 million, which is included in the consolidated statement of operations for the year ended December 31, 2023.
The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to 98.75% of the lesser of: (i) the lowest sale price of the Common Stock during the Purchase Date, or (ii) the average of the three (3) lowest closing sale prices of the Common Stock during the ten (10) business days prior to the Purchase Date.
The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to 98.75% of the lesser of: (i) the lowest sale price of our common stock during the Purchase Date, or (ii) the average of the three (3) lowest closing sale prices of our common stock during the ten (10) business days prior to the Purchase Date.
Similar to the Convertible notes discussed above, our historical experience has been that these convertible notes payable at fair value are converted into shares of the Company’s common stock prior to their maturity date and not settled through payment of cash.
Similar to the convertible notes payable discussed above, our historical experience has been that these convertible notes payable at fair value are converted into shares of our common stock prior to their maturity date and not settled through payment of cash.
The BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026.
The First BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026.
During the year ended December 31, 2023, we recognized an impairment of the trademarks and trade names of Socialyte and Be Social in connection with the rebranding of both subsidiaries as the new “The Digital Dept.” of the Company.
During the year ended December 31, 2023, we recognized an impairment of the trademarks and trade names of Socialyte and Be Social in connection with the rebranding of both subsidiaries as the new “The Digital Dept.”.
The Company evaluated the contract that includes the right to require Lincoln Park to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, “ Derivatives and Hedging — Contracts on an Entity’s Own Equity ” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting.
We evaluated the contract that includes the right to require Lincoln Park to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, “ Derivatives and Hedging — Contracts on an Entity’s Own Equity ” (“ASC 815-40”) and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting.
As discussed in Note 5 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , during the year ended December 31, 2023, the Company recognized an impairment of the trademarks and trade names of Socialyte and Be Social in connection with the rebranding of both subsidiaries as the new “The Digital Dept.” of the Company.
As discussed in Note 5 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , during the year ended December 31, 2023, we recognized an impairment of the trademarks and trade names of Socialyte and Be Social in connection with the rebranding of both subsidiaries as the new “The Digital Dept.”.
See Note 13 and Note 16 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , for information pertaining to acquisition-related fair value adjustments. Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
See Note 13 and Note 16 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , for information pertaining to fair value adjustments. Recent Accounting Pronouncements For a discussion of recent accounting pronouncements, see Note 2 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
As a result of this quantitative analysis, during the second quarter of 2023, the Company recorded an impairment of goodwill amounting to $6.5 million, which is included in the consolidated statement of operations for the year ended December 31, 2023.
As a result of this quantitative analysis, during the second quarter of 2023, we recorded an impairment of goodwill amounting to $6.5 million, which is included in the consolidated statement of operations for the year ended December 31, 2023.
In addition, as part of the Company’s annual goodwill impairment review, we performed a quantitative assessment that determined that the fair value was greater than the carrying value with the exception of one of the reporting units in the entertainment publicity and marketing segment.
In addition, as part of our annual goodwill impairment review, we performed a quantitative assessment that determined that the fair value was greater than the carrying value with the exception of one of the reporting units in the entertainment publicity and marketing segment.
None of the decrease in the value of the convertible notes was attributable to instrument specific credit risk. 20 Change in fair value of warrants – Warrants issued with the convertible note payable issued in 2020, were initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of each respective warrant liability recognized as other income or expense.
None of the decrease in the value of the convertible note was attributable to instrument specific credit risk. 20 Change in fair value of warrants – The warrant issued with the convertible note payable at fair value issued in 2020 was initially measured at fair value at the time of issuance and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with changes in estimated fair value of the warrant liability recognized as other income or expense.
We believe it is more likely than not that the deferred tax asset will not be realized and we have accordingly recorded a full valuation allowance as of both December 31, 2023 and 2022.
We believe it is more likely than not that the deferred tax asset will not be realized, and we have accordingly recorded a full valuation allowance as of both December 31, 2024 and 2023.
The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1.5 million on June 30, 2023 and $1.5 million on September 30, 2023. The Socialyte purchase agreement allows the Company to offset a working capital deficit against the Socialyte Promissory Note.
The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1.5 million on June 30, 2023 and $1.5 million on September 30, 2023. The Socialyte purchase agreement allows us to offset a working capital deficit against the Socialyte Promissory Note.
The income tax expense for years ended December 31, 2023 and 2022 reflect the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities.
The income tax expense for years ended December 31, 2024 and 2023 reflect the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities.
As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible promissory note with any changes in the fair value recorded in the consolidated statements of operations.
As such, the estimated fair value of the convertible note payable was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible note payable with any changes in the fair value recorded in the consolidated statements of operations.
The BankUnited Loan Agreement includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) and $750,000 of a secured revolving line of credit (“BKU Line of Credit”) and (iii) $400,000 Commercial Card (“BKU Commercial Card”).
The BankUnited Loan Agreement includes: (i) $5,800,000 secured term loan (“First BKU Term Loan”), (ii) and $750,000 of a secured revolving line of credit (“BKU Line of Credit”) and (iii) $400,000 Commercial Card (“BKU Commercial Card”).
We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements. 23 2022 Lincoln Park Transaction On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of its shares of common stock from time to time over a 36-month period.
We expect our current cash position, cash expected to be generated from our operations and other availability of funds, as detailed below, to be sufficient to meet our debt requirements. 22 2022 Lincoln Park Transaction On August 10, 2022, we entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which we could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of our common stock from time to time over a 36-month period.
Other Income and Expenses For the years ended December 31, 2023 and 2022, other income and expenses consisted primarily of: (1) changes in the fair values of convertible notes and warrants; (2) interest income; and (3) interest expense.
Other Income and Expenses For the years ended December 31, 2024 and 2023, other income and expenses consisted primarily of: (1) changes in the fair values of convertible notes and warrants; (2) interest income; and (3) interest expense.
Goodwill is not amortized; however, it is assessed for impairment at least annually, or more frequently if triggering events occur. The Company’s annual assessment is performed in the fourth quarter.
Goodwill is not amortized; however, it is assessed for impairment at least annually, or more frequently if triggering events occur. Our annual assessment is performed in the fourth quarter.
The content production segment is composed of Dolphin Films, Inc. (“Dolphin Films”) and Dolphin Digital Studios, which produce and distribute feature films and digital content. Entertainment Publicity and Marketing (“EPM”) Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients.
The content production segment is composed of Dolphin Films and Dolphin Digital Studios, which produce and distribute feature films and digital content. Entertainment Publicity and Marketing (“EPM”) Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients.
Under applicable rules of the NASDAQ Capital Market, the Company could not issue or sell more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the LP 2022 Purchase Agreement to Lincoln Park under the LP 2022 Purchase Agreement without shareholder approval.
Under applicable rules of the NASDAQ Capital Market, we could not issue or sell more than 19.99% of the shares of our common stock outstanding immediately prior to the execution of the LP 2022 Purchase Agreement to Lincoln Park under the LP 2022 Purchase Agreement without shareholder approval.
The Company considered this to be a triggering event, and therefore performed a quantitative analysis of the fair value of goodwill during the second quarter of 2023.
We considered this to be a triggering event, and therefore performed a quantitative analysis of the fair value of goodwill during the second quarter of 2023.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 mainly related to: Inflows: · $5.8 million proceeds from the term loan related to Bank United; · $3.6 million proceeds from convertible and non-convertible notes payable; · $2.2 million of proceeds from the Lincoln Park facility; · $2.0 million proceeds from the sale of common stock through an offering; and · $0.4 million net proceeds from the revolving credit facility.
Net cash provided by financing activities for the year ended December 31, 2023 was $9.9 million and mainly related to: Inflows: · $5.8 million proceeds from the first term loan from Bank United; · $3.6 million proceeds from convertible and non-convertible note payable; · $2.2 million proceeds from and the Lincoln Park facility; · $2.0 million proceeds from the sale of common stock through an offering; and · $0.4 million net proceeds from the revolving credit facility.
The Company may direct Lincoln Park, at its sole discretion, and subject to certain conditions, to purchase up to 50,000 shares of common stock on any business day (a “Regular Purchase”).
We may direct Lincoln Park, at its sole discretion, and subject to certain conditions, to purchase up to 50,000 shares of common stock on any business day (a “Regular Purchase”).
We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and six months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers or celebrities, (viii) curating and booking celebrities for live events; and (ix) content production of marketing materials on a project contract basis.
We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and six months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers or celebrities and (viii) curating and booking celebrities for live events.
During the year ended December 31, 2023, the holder of two convertible notes converted the aggregate principal balance of $900,000 into 450,000 shares of common stock at a conversion price of $2.00 per share. At the moment of conversion, accrued interest related to these notes amounted to $9,500 and was paid in cash.
During the year ended December 31, 2023, the holder of two convertible notes payable converted the aggregate principal balance of $900,000 into 225,000 shares of common stock at a conversion price of $4.00 per share. At the moment of conversion, accrued interest related to these notes amounted to $9,500 and was paid in cash.
Although we are unable to predict the noteholder’s intentions, we do not expect any change from our past experience. Convertible Note Payable at Fair Value As of December 31, 2023, we have one convertible promissory note outstanding with an aggregate principal amounts of $0.5 million for which we elected the fair value option.
Although we are unable to predict the noteholder’s intentions, we do not expect any change from our past experience. Convertible Note Payable at Fair Value As of December 31, 2024, we have one convertible note payable outstanding with an aggregate principal amount of $0.5 million for which we elected the fair value option.
Additionally, we have state net operating loss carryforwards amounting to $57.8 million that begin to expire in 2029. A portion of the carryforwards may expire before being applied to reduce future income tax liabilities.
Additionally, we have state net operating loss carryforwards amounting to $63.8 million that begin to expire in 2030. A portion of the carryforwards may expire before being applied to reduce future income tax liabilities.
For the remaining convertible notes, three may not be converted at a price less than $2.50 per share and four of the convertible notes payable may not be converted at a price less than $2.00 per share, which were their original terms.
For the remaining convertible notes payable, three may not be converted at a price less than $5.00 per share and four of the convertible notes payable may not be converted at a price less than $4.00 per share, which were their original terms.
As of December 31, 2023, in connection with the acquisitions of our subsidiaries, we have a balance of $25.2 million of goodwill on our consolidated balance sheets which management has assigned to the entertainment publicity and marketing segment. We account for goodwill in accordance with ASC 350, “ Intangibles—Goodwill and Other” (“ASC 350”).
As of December 31, 2024, in connection with the acquisitions of our subsidiaries, we have a balance of $21.5 million of goodwill on our consolidated balance sheets which management has assigned to the entertainment publicity and marketing segment. We account for goodwill in accordance with ASC 350, “ Intangibles—Goodwill and Other” (“ASC 350”).
As discussed in Note 8 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , during the fourth quarter of the year ended December 31, 2023, the Company determined the Midnight Theatre Notes had been impaired, resulting from a review of Midnight Theatre’s operating results and projections.
As discussed in Note 8 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , during the third quarter of the year ended December 31, 2024, we determined the Midnight Theatre Notes issued during the year ended December 31, 2024 had been impaired, resulting from a review of Midnight Theatre’s operating results and projections.
In connection with this extinguishment, the Company incurred a prepayment penalty of $79,286 and wrote-off unamortized debt origination costs of $91,859 related to the Term Loan, which were both recognized as interest expense in the condensed consolidated statement of operations. 26 IMAX Agreement As discussed in Note 25 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , on June 24, 2022, we entered into the Blue Angels Agreement with IMAX.
In connection with this extinguishment, we incurred a prepayment penalty of $79,286 and wrote-off unamortized debt origination costs of $91,859 related to the Bank Prov term loan, which were both recognized as interest expense in the consolidated statement of operations for the year ended December 31, 2023. 26 IMAX Agreement As discussed in Note 25 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , on June 24, 2022, we entered into the Blue Angels Agreement with IMAX.
On November 15, 2023, the Company entered into agreements with two noteholders, holding a total of five convertible promissory notes, to extend the maturity date for two additional years. For one of these noteholders (holding three convertible notes), the Company agreed to lower the minimum conversion price to $1.00 per share.
On November 15, 2023, we entered into agreements with two noteholders, holding a total of five convertible notes payable, to extend the maturity date for two additional years. For one of these noteholders (holding three convertible notes), we agreed to lower the minimum conversion price to $2.00 per share.
Intangible assets In connection with the acquisitions of our subsidiaries, the Company acquired in aggregate an estimated $22.5 million of intangible assets with finite useful lives initially estimated to range from 2 to 13 years. The intangible assets consist primarily of customer relationships, trade names and non-compete agreements.
Intangible assets In connection with the acquisitions of our subsidiaries, we acquired in aggregate an estimated $23.4 million of intangible assets with finite useful lives initially estimated to range from 2 to 13 years. The intangible assets consist primarily of customer relationships, trade names and non-compete agreements.
We intend to enter into additional investments during 2024, but there is no assurance that we will be successful in doing so, whether in 2024 or at all.
We intend to enter into Venture investments during 2025, but there is no assurance that we will be successful in doing so, whether in 2025 or at all.
During the year ended December 31, 2023, we amortized $2.1 million that was recorded in our consolidated statement of operations related to our intangible assets.
During the year ended December 31, 2024, we amortized $2.3 million that was recorded in our consolidated statement of operations related to our intangible assets.
For the years ended December 31, 2023 and 2022, we recorded changes in the fair value of the convertible note issued in 2020 in the amount of a loss of $11.4 thousand and a gain of $0.7 million, respectively.
For the years ended December 31, 2024 and 2023, we recorded changes in the fair value of the convertible note issued in 2020 in the amount of a gain of $35.0 thousand and a loss of $11.4 thousand, respectively.
The amount of a Regular Purchase may be increased under certain circumstances up to 75,000 shares if the closing price is not below $7.50 and up to 100,000 shares if the closing price is not below $10.00, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $2,000,000.
The amount of a Regular Purchase may be increased under certain circumstances up to 37,500 shares if the closing price is not below $15.00 and up to 50,000 shares if the closing price is not below $20.00, provided that Lincoln Park’s committed obligation for Regular Purchases on any business day shall not exceed $2,000,000.
Pursuant to the terms of the LP 2022 Purchase Agreement, at the time the Company signed the LP 2022 Purchase Agreement and the LP 2022 Registration Rights Agreement, the Company issued 57,313 shares of common stock to Lincoln Park as consideration for its commitment (“LP 2022 commitment shares”) to purchase shares of our common stock under the LP 2022 Purchase Agreement.
Pursuant to the terms of the LP 2022 Purchase Agreement, at the time we signed the LP 2022 Purchase Agreement and the LP 2022 Registration Rights Agreement, we issued 28,657 shares of common stock to Lincoln Park as consideration for its commitment (“LP 2022 commitment shares”) to purchase shares of our common stock under the LP 2022 Purchase Agreement.
Nonconvertible Promissory Notes As of December 30, 2023, we have outstanding unsecured nonconvertible promissory notes in the aggregate amount of $3.9 million which bear interest at a rate of 10% per annum and mature between November 2024 and March 2029.
Nonconvertible Promissory Notes As of December 31, 2024, we have outstanding five unsecured nonconvertible promissory notes in the aggregate amount of $3.9 million which bear interest at a rate of 10% per annum and mature between June 2025 and March 2029.
Business Combinations and Contingent Consideration The determination of the fair value of net assets acquired in a business combination and specifically the estimates of acquisition-related contingent consideration (sometimes referred to as “earn-out liabilities”) requires estimates and judgments of future cash flow expectations for the acquired business and the related identifiable tangible and intangible assets.
Business Combinations and Contingent Consideration The determination of the fair value of net assets acquired in a business combination and specifically the estimates of acquisition-related contingent consideration requires estimates and judgments of future cash flow expectations for the acquired business and the related identifiable tangible and intangible assets.
The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, Viewpoint, The Digital Dept. and Special Projects, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production, creative branding, and the production of promotional video content.
The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production.
The Company recorded interest expense related to this convertible note payable at fair value of $39,452 during the years ended December 31, 2023 and 2022. In addition, the Company made cash interest payments amounting to $39,452 during the years ended December 30, 2023 and 2022 related to this convertible note payable at fair value.
We recorded interest expense related to this convertible note payable at fair value of $39,472 during the years ended December 31, 2024 and 2023. In addition, we made cash interest payments amounting to $39,472 during the years ended December 31, 2024 and 2023 related to this convertible note payable at fair value.
Refinancing Transaction On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”) in which the existing Credit Agreement with BankProv was repaid (the “Refinancing Transaction”).
BankUnited Loan Agreements – Refinancing Transaction On September 29, 2023, we entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”) in which an existing term loan with BankProv was repaid (the “Refinancing Transaction”).
On November 7, 2023, we agreed to pay and paid an additional $250,000, which represented 50% of the estimated additional production costs to complete the documentary. As of December 31, 2023, we had paid $2,250,000 in connection with this agreement.
On November 7, 2023, we agreed to pay and paid an additional $250,000, which represented 50% of the estimated additional production costs to complete the documentary. We paid $2,250,000 related to productions costs of The Blue Angels in connection with this agreement.
Outflows: · $3.2 million of repayment of term loan; · $0.5 million payment of Be Social contingent consideration; · $0.4 million payment of interest to related party; · $0.2 million payments on convertible and non-convertible notes payable; and · $0.2 million payments of debt origination and debt extinguishment costs.
Outflows: · $3.2 million of repayment of the first term loan; · $0.5 million payment of Be Social contingent consideration; · · $0.2 million payment on convertible and non-convertible notes payable; and · $0.2 million payments of debt origination and debt extinguishment costs.
The nonconvertible promissory note bears interest at 10% and matures on January 16, 2029. 25 Nonconvertible Promissory Notes – Socialyte As discussed in Note 4 and Note 14 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , as part of the acquisition of Socialyte, we entered into an unsecured promissory note amounting to $3.0 million (“Socialyte Promissory Note”).
The note bears interest at a rate of 10% per annum and matures on February 10, 2028. 24 Unsecured Nonconvertible Promissory Notes – Socialyte As discussed in Note 14 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , as part of the acquisition of Socialyte, we entered into an unsecured promissory note amounting to $3.0 million (“Socialyte Promissory Note”).
As of December 31, 2023, the Company had ten convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances.
The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances.
(7) Impairment of intangible assets – includes an impairment charge as a result of a rebranding of two of our subsidiaries during the third quarter of 2023. (8) Write-off of notes receivable – includes the write-off of the notes receivable from Midnight Theatre. Refer to Note 8 to the consolidated financial statement for additional information.
(7) Impairment of intangible assets – includes an impairment charge as a result of a rebranding of two of our subsidiaries during the third quarter of 2023. (8) Impairment of notes receivable – includes the write-off of the notes receivable from Midnight Theatre.
Our services extend beyond our own captive influencer network, and we manage custom campaigns targeting specific demographics and locations, from ideation to delivery of results reports.
We also offer services for social media activations at events. Our services extend beyond our own captive influencer network, and we manage custom campaigns targeting specific demographics and locations, from ideation to delivery of results reports.
The quantitative assessment resulted in the impairment of goodwill in the amount of $6.5 million of one of our entertainment publicity and marketing segment reporting units.
The quantitative assessment resulted in the impairment of goodwill in the amount of $6.5 million of three of our entertainment publicity and marketing segment reporting units, and $0.2 million goodwill impairment as a result of the closure of one of our reporting units.
As such, on June 30, 2023, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. As of December 31, 2023, the Company has a balance of $3,000,000 in current liabilities under the caption “Notes payable”, current portion in its consolidated balance sheet related to this note.
As such, on June 30, 2023, we deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. As of December 31, 2024 and 2023, we have a balance of $3,000,000 in current liabilities under the caption notes payable, current portion in our consolidated balance sheets related to this note.
Interest income – Interest income decreased by $0.3 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the reversal of interest income in connection with the write-off of the Midnight Theatre notes receivable during 2023.
Interest income – Interest income increased by $8.6 thousand for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the reversal of interest income in connection with the write-off of the Midnight Theatre Notes receivable during 2023.
On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels. We estimate that we will derive approximately $3.75 million from this agreement. On February 22, 2024, the Company received $777,905 from IMAX, as a first installment in connection with the Amazon Agreement.
On April 25, 2023, IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels. We estimate that we will derive approximately $3.75 million from this agreement.
During the year ended December 31, 2023, the Company sold 1,150,000 shares of common stock at prices ranging between $1.65 and $2.27 pursuant to the LP 2022 Purchase Agreement and received proceeds of $2.2 million.
During the year ended December 31, 2024, we sold 475,000 shares of common stock at prices ranging between $2.14 and $3.06 pursuant to the LP 2022 Purchase Agreement and received proceeds of $1.2 million.
The convertible promissory note at fair value matures on March 4, 2030 and as of December 31, 2023, we had a balance of $0.4 million in noncurrent liabilities related to this convertible promissory note measured at fair value.
The convertible note payable at fair value may be converted at a price of $7.82 per share, matures on March 4, 2030 and as of December 31, 2024, we had a balance of $0.3 million in noncurrent liabilities related to this convertible promissory note measured at fair value.
Revenues For the years ended December 31, 2023 and 2022, we derived substantially all of our revenues from our entertainment publicity and marketing segment. The entertainment publicity and marketing segment includes revenues from Special Projects from the Special Projects Closing Date through December 31, 2023.
Revenues For the years ended December 31, 2024 and 2023, we derived substantially all of our revenues from our entertainment publicity and marketing segment. The entertainment publicity and marketing segment includes revenues from Elle from July 1, 2024 through December 31, 2024.
Selling, general and administrative expenses increased by approximately $1.9 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
Selling, general and administrative expenses decreased by approximately $0.6 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
As discussed in Note 5 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, in the second quarter of 2023, we performed a quantitative assessment driven by triggering events related to declines in our market capitalization combined with the lack of positive response from the market to positive information related to future projects.
As discussed in Note 5 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, in the third quarter of 2024, we performed a quantitative assessment driven by triggering events related to declines in our market capitalization combined with decreased revenue projections for certain of our subsidiaries.
In addition, the BankUnited Credit Facility contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $1,500,000. Bank United will begin the testing of financial covenants as of June 30, 2024. The Refinancing Transaction was accounted for as an extinguishment of debt.
In addition, the BankUnited Credit Facility contains a liquidity covenant that requires us to hold a cash balance at BankUnited with a daily minimum deposit balance of $2,000,000. The Refinancing Transaction was accounted for as an extinguishment of debt.
If not, we recognize an impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill. 27 During the second quarter of the 2023 year, the Company’s stock price remained constant and did not respond as positively as expected to new information on the Company’s future projects and forecasts; this, in combination with recurring net losses, resulted in the Company’s market capitalization to be less than the Company’s book value.
During the second quarter of the 2023 year, our stock price remained constant and did not respond as positively as expected to new information on our future projects and forecasts; this, in combination with recurring net losses, resulted in our market capitalization to be less than our book value.
Other Income and (Expenses) December 31, 2023 2022 Other income and (expenses): Change in fair value of convertible note $ (11,444 ) $ 654,579 Change in fair value of warrants 10,000 120,000 Interest income 2,877 309,012 Interest expense (2,085,107 ) (864,814 ) Total $ 2,083,674 $ 218,777 Change in fair value of Convertible Note at Fair Value – We elected the fair value option for a convertible note issued in 2020.
Other Expenses December 31, 2024 2023 Other (expense) and income: Change in fair value of convertible note $ 35,000 $ (11,444 ) Change in fair value of warrants 5,000 10,000 Interest income 11,462 2,877 Interest expense (2,081,661 ) (2,085,107 ) Total $ (2,030,199 ) $ (2,083,674 ) Change in fair value of Convertible Note at Fair Value – We elected the fair value option for a convertible note issued in 2020.
Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries.
Always Alpha is a talent management firm primarily focused on representing female athletes, broadcasters and coaches. Special Projects is the entertainment industry’s leading celebrity booking firm, specializing in uniting brands and events with celebrities and influencers across the entertainment, media, fashion, consumer product and tech industries.
Other income/expense consists mainly of interest expense, non-cash changes in fair value of liabilities, costs directly relating to our acquisitions, and gains or losses on extinguishment of debt and disposal of fixed assets. We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment.
Other income/expense consists mainly of interest expense, interest income and non-cash changes in fair value of liabilities, We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment.
Net loss was approximately $4.8 million or $0.49 per share based on 9,799,021 weighted average shares outstanding for basic loss per share and $0.56 per share based on 9,926,926 weighted average shares outstanding on a fully diluted basis for the year ended December 31, 2022 Net loss for the years ended December 31, 2023 and 2022, respectively, were related to the factors discussed above.
Net loss was approximately $24.4 million or $3.39 per share based on 7,206,577 weighted average shares outstanding for basic and fully diluted loss per share for the year ended December 2023. Net loss for the years ended December 31, 2024 and 2023, respectively, were related to the factors discussed above.
The current portion of the debt increased to $4.9 million from $4.3 million, mainly due to an increase in the current portion of the BKU Term Loan (defined below in “Credit and Security Agreement – Refinancing Transaction”) in the amount of $0.6 million as compared to the current portion of the BankProv Term Loan in the prior year.
The current portion of the debt increased to $5.4 million from $4.9 million, mainly due to an increase in the current portion of the Bank United Credit Facility (defined below in “BankUnited Loan Agreements – Refinancing Transaction”) in the amount of $0.6 million as compared to the current portion of the Bank United Credit Facility in the prior year.
Interest on the BKU Term Loan accrues at 8.10% fixed rate per annum. Principal and interest on the BKU Term Loan shall be payable on a monthly basis based on a 5-year amortization. Interest on the BKU Line of credit is payable on a monthly basis, with all principal due at maturity.
Principal and interest are payable on a monthly basis based on a 5-year amortization for the First BKU Term Loan and 3-year amortization for the Second BKU Term Loan. Interest on the BKU Line of credit is payable on a monthly basis, with all principal due at maturity.
RESULTS OF OPERATIONS Year ended December 31, 2023 as compared to year ended December 31, 2022 Revenues For the years ended December 31, 2023 and 2022, our revenues were as follows: December 31, 2023 2022 Revenues: Entertainment publicity and marketing $ 43,067,557 $ 40,058,880 Content production 55,518 446,678 Total revenue $ 43,123,075 $ 40,505,558 Revenues from entertainment publicity and marketing increased by approximately $3.0 million, or 8.0%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022.
RESULTS OF OPERATIONS Year ended December 31, 2024 as compared to year ended December 31, 2023 Revenues For the years ended December 31, 2024 and 2023, our revenues were as follows: December 31, 2024 2023 Revenues: Entertainment publicity and marketing $ 48,263,843 $ 43,067,557 Content production 3,421,141 55,518 Total revenue $ 51,684,984 $ 43,123,075 Revenues from entertainment publicity and marketing increased by approximately $5.2 million, or 12.1%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
We believe that growth in the Strategic Communications division will be driven by increasing demand for these varied services by traditional and non-traditional media clients who are expanding their activities in the content production, branding, and consumer products PR sectors. · Creative Branding and Production – We offer clients creative branding and production services from concept creation to final delivery.
We believe that growth in the Strategic Communications division will be driven by increasing demand for these varied services by traditional and non-traditional media clients who are expanding their activities in the content production, branding, and consumer products PR sectors. · Digital Media Influencer Marketing Campaigns – We arrange strategic marketing agreements between brands and social media influencers, for both organic and paid campaigns.
The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle. The BankUnited Credit Facility contains financial covenants tested semi-annually on a trailing twelve-month basis that require the Company to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00.
The BankUnited Credit Facility contains financial covenants tested semi-annually, starting on June 30, 2024, on a trailing twelve-month basis that require us to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00.
Write-off of notes receivables was $4.1 million for the year ended December 31, 2023.
No such impairment was recorded during the year ended December 31, 2024. Write-off of notes receivables was $1.3 million and $4.1 million for the years ended December 31, 2024 and 2023, respectively.
Net Loss Net loss was approximately $24.4 million or $1.69 per share based on 14,413,154 weighted average shares outstanding for basic loss per share and on a fully diluted basis for the year ended December 31, 2023.
Net Loss Net loss was approximately $12.6 million or $1.22 per share based on 10,306,904 weighted average shares outstanding for basic and fully diluted loss per share for the year ended December 31, 2024.
Payroll and benefits expenses increased by approximately $6.1 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily related to an increase of $4.1 million for a full year of Socialyte payroll in 2023 compared to only 1.5 months in 2022, $0.5 million of Special Projects payroll for the period between October 2, 2023 and December 31, 2023, and an increase of $1.7 million payroll due to additional headcount and salary increases to our employees in 2023, offset by $0.2 million of stock compensation issued to our employees in 2022.
Payroll and benefits expenses increased by approximately $3.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily related to an increase of $1.7 million for a full year of Special Projects payroll in 2023 compared to only three months in 2023, $1.2 million of Elle payroll for the period between July 15, 2024 and December 31, 2024, $0.6 million of payroll for Always Alpha for the period between June 1, 2024 and December 31, 2024, offset by a reduction in Viewpoint payroll of $0.5 million due to ceasing operations.
To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”). 21 As of December 31, 2023, we have approximately $54.0 million of pre-tax net operating loss carryforwards for U.S. federal income tax purposes that begin to expire in 2028; federal net operating losses generated after December 31, 2017 have an indefinite life and do not expire.
As of December 31, 2024, we have approximately $58.9 million of pre-tax net operating loss carryforwards for U.S. federal income tax purposes that begin to expire in 2029; federal net operating losses generated after December 31, 2017 have an indefinite life and do not expire.
The increase in net cash used in operations was primarily as a result of (i) $19.7 million of increased net loss for the period; offset by (ii) a $3.5 million increase in non-cash items such as depreciation and amortization, bad debt expense, share-based compensation and impairment of capitalized production costs; (iii) $8.9 million of impairment of goodwill and intangible asset; (iv) $4.6 million of write-off of notes receivables; and (v) a $2.1 million net change in working capital. 22 Investing Activities Net cash used in investing activities for the year ended December 31, 2023 was $4.5 million, which related primarily to: Outflows: · $4.5 million payment related to the acquisition of Special Projects, net of cash acquired; and · $29.0 thousand purchases of fixed assets.
The increase in cash flows from operations was primarily as a result a $11.9 million of decreased net loss for the year and a decrease of $0.3 million net change in working capital, which was offset by an increase of $7.3 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, impairment of capitalized production costs, impairment of goodwill and other non-cash losses. 21 Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was $2.5 million, which related primarily to: Outflows: · $1.3 million net issuance of notes receivable to Midnight Theatre; and · $1.2 million payment related to the acquisition of Elle, net of cash acquired.
Acquisition costs for the year ended December 31, 2022 were $0.5 million, primarily related to our acquisition of Socialyte on November 14, 2022. Depreciation and amortization increased $0.5 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022 related primarily to the amortization of Socialyte and Special Projects intangible assets in 2023.
Depreciation and amortization increased $0.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023 related primarily to nine months amortization of Special Projects intangible assets and six months amortization of Elle intangible assets in 2024, in the amount of $0.5 million that were not present in the prior year.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows Year Ended December 31, 2023 2022 Statement of Cash Flows Data: Net cash used in operating activities $ (4,617,167 ) $ (4,027,228 ) Net cash used in investing activities (4,537,174 ) (7,919,355 ) Net cash provided by financing activities 9,517,183 10,913,806 Net decrease in cash and cash equivalents and restricted cash 362,842 (1,032,777 ) Cash and cash equivalents and restricted cash, beginning of period 7,197,849 8,230,626 Cash and cash equivalents and restricted cash, end of period $ 7,560,691 $ 7,197,849 Operating Activities Net cash used in operating activities was $4.6 million for the year ended December 31, 2023, an increase of $0.6 million from cash used in operating activities of $4.0 million for the year ended December 31, 2022.
LIQUIDITY AND CAPITAL RESOURCES Cash Flows Year Ended December 31, 2024 2023 Statement of Cash Flows Data: Net cash used in operating activities $ (157,851 ) $ (5,017,167 ) Net cash used in investing activities (2,458,289 ) (4,537,174 ) Net cash provided by financing activities 4,184,295 9,917,183 Net increase in cash and cash equivalents and restricted cash 1,568,155 362,842 Cash and cash equivalents and restricted cash, beginning of period 7,560,691 7,197,849 Cash and cash equivalents and restricted cash, end of period $ 9,128,846 $ 7,560,691 Operating Activities Net cash used in operating activities was approximately $0.2 million for the year ended December 31, 2024, a change of $4.9 million from the year ended December 31, 2023.
The Company recorded interest expense related to these convertible notes payable of $543,472 and $275,278 during the year ended December 31, 2023 and 2022, respectively. In addition, the Company made cash interest payments amounting to $538,764 and $277,778 during the year ended December 30, 2023 and 2022, respectively, related to the convertible notes payable.
In addition, we made cash interest payments amounting to $510,250 and $538,764 during the year ended December 31, 2024 and 2023, respectively, related to the convertible notes payable.

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