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What changed in Dolphin Entertainment, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Dolphin Entertainment, Inc.'s 2024 and 2025 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 2025 report.

+218 added−231 removedSource: 10-K (2026-03-27) vs 10-K (2025-03-27)

Top changes in Dolphin Entertainment, Inc.'s 2025 10-K

218 paragraphs added · 231 removed · 156 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeLeverage 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.
Biggest changeThe ability for Special Projects to reach clients of 42West, The Door and Shore Fire provides Special Projects with the opportunity to expand its clientele, while allowing 42West, The Door and Shore Fire to increase their service offerings to existing and future clients, potentially driving increased revenues. 2 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.
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.
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, Shore Fire and Elle to increase their service offerings to existing and future clients, potentially driving increased revenues.
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.
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 CEO 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.
Our clients include major studios and production companies, record labels, media conglomerates, technology companies, philanthropic organizations, talent guilds, and trade associations, as well as a wide variety of high-profile individuals, ranging from major movie and pop stars to top executives and entrepreneurs. Shore Fire Through Shore Fire, we represent musical artists and culture makers at the top of their fields.
Our clients include major studios and production companies, record labels, media conglomerates, technology companies, philanthropic organizations, talent guilds, and trade associations, as well as a wide variety of high-profile individuals, ranging from major movie and stars to top executives and entrepreneurs. Shore Fire Through Shore Fire, we represent musical artists and culture makers at the top of their fields.
Among other benefits, The Door acquisition has expanded our entertainment verticals through the addition of celebrity chefs and their restaurants, as well as with live events, such as some of the most prestigious and well-attended food and wine festivals in the United States.
Among other benefits, The Door acquisition expanded our entertainment verticals through the addition of celebrity chefs and their restaurants, as well as with live events, such as some of the most prestigious and well-attended food and wine festivals in the United States.
The Digital Dept.’s brands division represents some of the world's most iconic brands, providing a full suite of services for paid influencer campaigns, from strategy and casting, through execution and delivery, with in-depth analytics and reporting.
The Digital Dept.’s brands division represents some of the world's most iconic brands, providing a full suite of services for paid and organic influencer campaigns, from strategy and casting, through execution and delivery, with in-depth analytics and reporting.
Entertainment Publicity and Marketing 42West Through 42West, an entertainment public relations agency, we offer talent publicity, entertainment (motion picture and television) marketing, video game and eSports marketing, entertainment consumer product marketing, and strategic communications services.
Entertainment Publicity and Marketing 42West Through 42West, an entertainment public relations agency, we offer talent publicity, entertainment (motion picture and television) marketing, video game marketing, entertainment consumer product marketing, and strategic communications services.
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.
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, and Elle 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 and gaming 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.
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.
Expand The Digital Dept.’s Talent Roster + Platform Presence. The Digital Dept. has a well-known influencer talent management roster, representing over 300 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.
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 entertainment publicity and marketing segment is composed of 42West, Shore Fire, The Door, Elle, 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 and celebrity booking.
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 believe that the launch and growth of a large number of streaming services over the last several 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.
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.
Enhanced by Dolphin’s acquisition 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.
Our capabilities include worldwide studio releases, independent films, television programming and web productions. We provide entertainment marketing services in connection with film festivals, awards campaigns, event publicity and red-carpet management. Talent Publicity We focus on creating and implementing strategic communication campaigns for performers and entertainers, including film, television and Broadway stars.
Our capabilities include running campaigns for worldwide studio releases, independent films, television programming and digital productions. We provide entertainment marketing services in connection with film festivals, awards campaigns, event publicity and red-carpet management. Talent Publicity We focus on creating and implementing strategic communication campaigns for performers and entertainers, including film, television and Broadway stars.
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.
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 video gaming industry, charitable organizations and the marketers of broader consumer products.
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.
Across our public relations firms and The Digital Dept., we represent both brands in these verticals, as well as many individual celebrities, athletes and influencers, with proprietary consumer products in these verticals.
The Digital Dept. has a talent management roster of more than 200 market-leading influencers, representing some of the most sought-after creators, from digital-only to celebrity-level talent.
The Digital Dept. has a talent management roster of more than 300 market-leading influencers, representing some of the most sought-after creators, from digital-only to celebrity-level talent.
Our talent roster includes multiple Oscar-, Emmy- and Tony-winning actors. Our services in this area include ongoing strategic counsel, media relations, studio, network, charity, corporate liaison and event support. Video Game and eSports Publicity We provide marketing direction, public relations counsel and media strategy for video game publishers as well as eSports leagues, and other entities in the gaming industry.
Our talent roster includes multiple Oscar-, Emmy- and Tony-winning actors. Our services in this area include ongoing strategic counsel, media relations, studio/ network/ charity/ corporate liaison and event support. Video Game Publicity We provide marketing direction, public relations counsel and media strategy for video game publishers and other entities in the video gaming industry.
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.
As a group, we were recognized as the #1 Public Relations firm in the country in the prestigious Observer rankings in 2025. 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.
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.
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 until the Dolphin group was ranked #1 in 2025.
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.
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, and ethically made products. Elle’s dedicated teams in New York and Los Angeles develop marketing and publicity strategies for non-profits. The Digital Dept.
Our capabilities include global game releases (web, console and mobile), independent releases, eSports tournament and league publicity, and various gaming events. 3 Entertainment Consumer Product Marketing We provide marketing direction, public relations counsel and media strategy for leading toy companies, consumer product companies and divisions of major entertainment studios, and entertainment memorabilia companies.
Our capabilities include global game releases (web, console and mobile), independent releases, and various gaming events. 3 Entertainment Consumer Product Marketing We provide marketing direction, public relations counsel and media strategy for consumer product companies and divisions of major entertainment studios, and entertainment memorabilia companies. Our capabilities include product launch and feature releases, media strategy, and industry conference execution.
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.
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.
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.
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.
(“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.
Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), The Digital Dept, LLC (“The Digital Dept.”), Elle Communications, LLC (“Elle”) 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, 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.
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.
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 15 years ago.
We also help companies define objectives, develop messaging, create brand identities, and construct long-term strategies to achieve specific goals, as well as manage functions such as media relations or internal communications on a day-to-day basis.
Strategic Communications Our strategic communications team advises brands and non-profits seeking to utilize entertainment and pop culture in their marketing campaigns. We also help companies define objectives, develop messaging, create brand identities, and construct long-term strategies to achieve specific goals, as well as manage functions such as media relations or internal communications on a day-to-day basis.
Human Capital Management Our People and Culture Because our business is predominantly service-based, the quality of the personnel we employ is crucial to our success and growth. Our employees and contractors are our most valuable assets.
Human Capital Management Our People and Culture Because our business is predominantly service-based, the quality of the personnel we employ is crucial to our success and growth. Our employees and contractors are our most valuable assets. We believe our relationship with our employees is great and we have been recognized by Crain’s and others as a great place to work.
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.
Competition The businesses in which we engage are highly competitive. 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.
We believe our relationship with our employees is great, and we also utilize consultants in the ordinary course of our business and hire additional employees on a project-by-project basis in connection with the production of digital media projects or motion pictures.
We also utilize consultants in the ordinary course of our business and hire additional employees on a project-by-project basis in connection with the production of digital media projects or motion pictures. We conduct training and development in our subsidiaries to ensure our employees maintain the quality for which we are known.
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.
Since 2021, The Digital Dept. has hosted multiple such showrooms per year in Los Angeles, New York, Nashville and Miami. In 2026, we plan to add additional showrooms to further expand this successful format Leverage Special Projects’ Industry Reputation and Position to Expand Clientele.
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.
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, Nashville and Miami. Special Projects Special Projects is a celebrity booking and special events agency that elevates media, fashion, and lifestyle brands through the curation of celebrity engagement and attendance.
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.
As of March 11 2026, we had 271 full-time employees, all of which are located within the United States. 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.
ITEM 1. BUSINESS Overview We are a leading independent entertainment marketing and production company. Through our subsidiaries, 42West LLC (“42West”) including BHI Communications Inc.
ITEM 1. BUSINESS Overview We are a leading independent entertainment marketing and production company.
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.
This leads us to seek investments in the following categories of assets: 1) Content; 2) Live Events; and 3) Consumer Products. 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.
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.
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.
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.
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. We continue to earn revenue from a version of The Blue Angels adapted for IMAX theatres in museums nationwide. During 2025, we recorded revenue of $0.2 million related to these museum theatres.
Its core services include talent strategy and partnerships, event activation and guest list curation, and brand amplification through celebrities, influencers, and culture-defining personalities.
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.
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.
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.” In December 2025, we entered into a distribution agreement with Well Go USA, Inc. (“Well Go”) to distribute the film across all media in the United States. The film premiered in theaters on March 6, 2026.
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This leads us to seek investments in the following categories of assets: 1) Content; 2) Live Events; and 3) Consumer Products.
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Through The Digital Dept., we compete against other 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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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.
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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.
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It marked the first time the iconic blue and yellow F/A-18 Super Hornets were featured in IMAX.
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Through our acquisition of B/HI in January 2021 (considered a division of 42West), 42West has entered into the “sister” entertainment verticals of video gaming and e-sports. We believe these industries represent a tremendous growth opportunity for 42West.
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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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Leverage Special Projects’ Industry Reputation and Position to Expand Clientele.
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The ability for Special Projects to reach clients of 42West, The Door and Shore Fire provides Special Projects with the opportunity to expand its clientele, while allowing 42West, The Door and Shore Fire to increase their service offerings to existing and future clients, potentially driving increased revenues. 2 Opportunistically grow through complementary acquisitions.
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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.
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Our capabilities include product launch and feature releases, media strategy, and industry conference execution. Strategic Communications Our strategic communications team advises brands and non-profits seeking to utilize entertainment and pop culture in their marketing campaigns.
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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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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.
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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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe 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.
Biggest changeWe also have an outstanding convertible note payable with a principal amount of $500,000, which is convertible at $7.82 per share. In addition, during 2025, our CEO exchanged notes payable with a principal balance of $2.2 million into convertible notes that may be converted at $1.00 per share and are still outstanding as of the date of this report.
The market price for our common stock may be influenced by many factors, including the following: · announcements of state-of-the-art means of content production and entertainment publicity and marketing, or those of companies that are perceived to be similar to us; · announcements related to any delays in production or rollout of entertainment content; · our ability to meet or exceed the rapidly-changing expectations of our clients; · news that audience acceptance of and interest in our digital media productions, and therefore the commercial success of our content production business, is lower or higher than we expected; · our ability to adapt to rapid change in technology, forms of delivery, storage, and consumer preferences related to digital content; · announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partners or our competitors; · variations in our financial results or those of companies that are perceived to be similar to us; · trading volume of our common stock; · developments concerning our collaborations or partners; · the impact of any local or global pandemic and its effect on us; · the perception of the entertainment publicity and marketing or digital content production by the public, legislatures, regulators and the investment community; · developments or disputes concerning intellectual property rights; · significant lawsuits, including patent or shareholder litigation; · our ability or inability to raise additional capital and the terms on which we raise it; · sales of our common stock by us or our shareholders; · declines in the market prices of stocks generally or of companies that are perceived to be similar to us; and · general economic, industry and market conditions. 7 Our management has determined that our disclosure controls and procedures and our internal controls over financial reporting are not effective as we have identified material weaknesses in our internal controls.
The market price for our common stock may be influenced by many factors, including the following: · announcements of state-of-the-art means of content production and entertainment publicity and marketing, or those of companies that are perceived to be similar to us; · announcements related to any delays in production or rollout of entertainment content; · our ability to meet or exceed the rapidly-changing expectations of our clients; · news that audience acceptance of and interest in our digital media productions, and therefore the commercial success of our content production business, is lower or higher than we expected; · our ability to adapt to rapid change in technology (including artificial intelligence), forms of delivery, storage, and consumer preferences related to digital content; · announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partners or our competitors; · variations in our financial results or those of companies that are perceived to be similar to us; · trading volume of our common stock; · developments concerning our collaborations or partners; · the impact of any local or global pandemic and its effect on us; · the perception of the entertainment publicity and marketing or digital content production by the public, legislatures, regulators and the investment community; · developments or disputes concerning intellectual property rights; · significant lawsuits, including patent or shareholder litigation; · our ability or inability to raise additional capital and the terms on which we raise it; · sales of our common stock by us or our shareholders; · declines in the market prices of stocks generally or of companies that are perceived to be similar to us; and · general economic, industry and market conditions. 7 Our management has determined that our disclosure controls and procedures and our internal controls over financial reporting are not effective as we have identified material weaknesses in our internal controls.
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 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, and Elle and the success of our Dolphin 2.0 initiatives, as no single project is likely to generate sufficient revenue to cover our operating expenses.
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.
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, 2025 and 2024, our internal control over financial reporting was not effective and we identified several material weaknesses.
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.
Special Projects, and Elle 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, and Elle, our marketing subsidiaries, substantially depends on our ability to retain the services of certain key employees, including some of the former owners.
The purchase shares sold pursuant to the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 36-month period. The purchase price for shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the price of our common stock.
The purchase shares sold pursuant to the LP 2025 Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 36-month period. The purchase price for shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the price of our common stock.
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.
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 to 90 days.
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.
The Series C Convertible Preferred Stock is held by Dolphin Entertainment LLC, an entity owned by Mr. O’Dowd. As of December 31, 2025, Series C Preferred Stock is convertible into 2,369,470 shares of our common stock. A stock restriction agreement entered into with Mr.
In addition, our contractual arrangements with our clients may not provide us with sufficient protections against claims for lost profits or other claims for damages. If we are unable to adapt to changing client demands, social and cultural trends or emerging technologies, we may not remain competitive and our business, revenues and operating results could suffer.
In addition, our contractual arrangements with our clients may not provide us with sufficient protections against claims for lost profits or other claims for damages. If we are unable to adapt to changing client demands, social and cultural trends or emerging technologies (including artificial intelligence), we may not remain competitive and our business, revenues and operating results could suffer.
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.
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 $4.6 million as of December 31, 2025.
Therefore, Lincoln Park may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase Agreement and, after it has acquired shares, Lincoln Park may sell all, some or none of those shares.
Therefore, Lincoln Park may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the LP 2025 Purchase Agreement and, after it has acquired shares, Lincoln Park may sell all, some or none of those shares.
The table below sets forth our total principal amount of debt as of December 31, 2024 and 2023.
The table below sets forth our total principal amount of debt as of December 31, 2025 and 2024.
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.
As of December 31, 2025, the Series C Preferred Stock is entitled to 7,108,410 votes which was approximately 37% 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.
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.
December 31, 2025 2024 Related party debt (noncurrent) $ 3,225,985 $ 3,225,985 Non-convertible promissory notes (current and noncurrent) 5,080,000 3,880,000 Convertible notes payable (current and noncurrent) 7,710,000 5,100,000 Convertible note payable – fair value option (noncurrent) 270,000 320,000 Term loans (current and noncurrent) 4,790,690 6,468,289 Revolving line of credit (current) 400,000 400,000 Non-convertible promissory note – Socialyte (current) 3,000,000 3,000,000 Total principal amount of debt $ 24,476,675 $ 22,394,274 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.
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.
During this period, we issued approximately (i) 1.4 million aggregate shares of our common stock as consideration or earnout consideration for acquisitions; (ii) 0.7 million shares to Lincoln Park Capital Fund LLC (“Lincoln Park”) related to the 2022 and 2025 purchase agreements with them; (iii) 0.8 million shares to certain holders of convertible notes that exercised their right to convert all or a portion of their convertible notes; and (iv) 0.2 million shares as stock compensation to certain employees and consultants.
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.
As of December 31, 2025, we had outstanding convertible notes payable that as of the date of this report are still outstanding in the aggregate principal amount of $7.7 million, which are convertible using a 30-day trading average stock price, 90-day trading average stock price, a fixed stock price or stated floor price based on the terms of the respective convertible notes payable.
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.
For the fiscal years ended December 31, 2025 and 2024, our net loss was $3,088,768 and $12,603,225, respectively. Our accumulated deficit was $149,303,197 and $146,214,429 at December 31, 2025 and 2024, respectively.
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.
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.
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.
From January 1, 2024 to December 31, 2025, the number of shares of our common stock issued and outstanding has increased from 9,109,766 to 12,221,432 shares.
On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to $25 million of our common stock. Concurrently with the execution of the LP 2022 Purchase Agreement, we issued 57,313 shares of common stock to Lincoln Park as a commitment fee.
On August 12, 2025, the Company entered into a purchase agreement (the “LP 2025 Purchase Agreement”) with Lincoln Park Capital Fund LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $15 million of our common stock.
Removed
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.
Added
Concurrently with the execution of the LP 2025 Purchase Agreement, we issued 244,698 shares of common stock to Lincoln Park as a commitment fee. We may issue up to 122,349 additional shares of our common stock pro-rata, as a commitment fee, in connection with the sale of common stock to Lincoln Park.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe periodically review our facility requirements and may acquire new facilities, or modify, update, consolidate, dispose of or sublet existing facilities, based on evolving business needs.
Biggest changeWe periodically review our facility requirements and may acquire new facilities, or modify, update, consolidate, dispose of or sublet existing facilities, based on evolving business needs. ITEM 3.
Added
LEGAL PROCEEDINGS On June 21, 2024, the Company filed a complaint in Los Angeles County Superior Court against NSL Ventures (“NSL”), the Socialyte seller, and its principals alleging that the defendants breached the Socialyte Purchase Agreement and committed acts of fraud and negligence in connection with that transaction, and that the Company is entitled to monetary damages caused by those acts.
Added
On September 16, 2024, the defendants answered the Complaint with a general denial and affirmative defenses. On September 16, 2024 defendant NSL also filed a Cross-complaint against the Company and Social Midco, LLC, alleging a single cause of action for breach of contract. The Company and Social Midco answered the cross-complaint on October 1, 2024.
Added
Trial has been scheduled by the Court for July 2026. Due to the early stage of the litigation, an estimate of any possible loss or range of loss cannot be made at this time. The Company may be subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business.
Added
In the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 13 PART II

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
LEGAL PROCEEDINGS On June 21, 2024, the Company filed a complaint in Los Angeles County Superior Court against NSL Ventures (“NSL”), the Socialyte seller, and its principals alleging that the defendants breached the Socialyte purchase agreement and committed acts of fraud and negligence in connection with that transaction, and that the Company is entitled to monetary damages caused by those acts.
Added
Item 3.02 Unregistered Sales of Equity Securities. Between December 30, 2025 and March 16, 2026, the Company entered into two subscription agreements (the “Subscription Agreements”) with investors for two convertible promissory notes (each a “Note”) in the aggregate principal amount of $150,000 and received cash proceeds of $150,000. The Notes bear interest at a rate of 10% per annum.
Removed
On September 16, 2024, the defendants answered the Complaint with a general denial and affirmative defenses. On September 16, 2024 defendant NSL also filed a Cross-complaint against the Company and Social Midco, LLC, alleging a single cause of action for breach of contract. The Company and Social Midco answered the cross-complaint on October 1, 2024.
Added
The noteholders may convert the principal balance of the Notes and any accrued interest thereon at any time before the maturity date of the Notes into common stock of the Company (“Common Stock”). One of the Notes, with a principal balance of $100,000 matures three years from its issuance date and is convertible at $1.32 per share of Common Stock.
Removed
Trial has been scheduled by the Court for February 2026. Due to the early stage of the litigation, an estimate of any possible loss or range of loss cannot be made at this time.
Added
The other Note with a principal balance of $50,000 matures four years from its issuance date and is convertible at $1.60 per share of Common Stock. The conversion prices for these Notes were either at or above the closing price of the Common Stock on the Nasdaq Stock Market on the respective dates of issuance.
Removed
The Company is not aware of any other pending litigation as of the date of this report and, therefore, in the opinion of management and based upon the advice of its outside counsels, the liability, if any, from any other pending litigation is not expected to have a material effect in the Company’s financial position, results of operations and cash flows.
Added
The foregoing description of the terms of the Subscription Agreements, the Notes, and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement and the form of Note, which are included as Exhibits 4.3 and 10.6 to this Annual Report on Form 10-K and are incorporated herein by reference.
Removed
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 13 PART II
Added
The issuance and sale of the Notes, and any shares of common stock to be issued upon conversion thereof will be issued, by the Company in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 32 PART III

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 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.
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 11, 2026, there were approximately 309 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

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Biggest changeThe 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.
Biggest changeThe increase in cash flows used in operating activities was primarily due to an increase of $1.3 million used in working capital, along with a decreased net income, after taking into account non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, impairment of capitalized production costs, gain on sale of Always Alpha, net loss on extinguishment of debt, impairment of goodwill and other non-cash losses.
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.
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 a 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.
As of December 31, 2024, we had a balance of $1,686,018 classified as current liabilities and $4,782,271 classified as noncurrent liabilities, net of $96,759 of debt issuance costs, in our consolidated balance sheet related to the First BKU Term Loan and the Second BKU Term Loan.
As of December 31, 2024, we had a balance of $1,686,018 classified as current liabilities and $4,782,271 classified as noncurrent liabilities, net of $96,759 of debt issuance costs, in our consolidated balance sheet related to the First BKU Term Loan and Second BKU Term Loan.
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.
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 2024.
Similar to the First BKU Term Loan, the Second BKU Loan Agreement has a declining prepayment penalty equal to 3% in year one, 2% in year two and 1% in year three of the outstanding balance.
Similar to the First BKU Term Loan, the Second BKU Term Loan has a declining prepayment penalty equal to 3% in year one, 2% in year two and 1% in year three of the outstanding balance.
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.
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, 2025, we have one convertible note payable outstanding with an aggregate principal amount of $0.5 million for which we elected the fair value option.
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 of December 31, 2025, 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”).
We believe that complementary businesses can create synergistic opportunities and bolster profits and cash flow. While we may acquire additional companies in the future, we are not in active negotiations with any such companies, and there is no assurance that we will be successful in acquiring any additional companies, whether in 2025 or at all.
We believe that complementary businesses can create synergistic opportunities and bolster profits and cash flow. While we may acquire additional companies in the future, we are not in active negotiations with any such companies, and there is no assurance that we will be successful in acquiring any additional companies, whether in 2026 or at all.
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.
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, 2025, we had a balance of $0.3 million in noncurrent liabilities related to this convertible promissory note measured at fair value.
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 entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, Elle, 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.
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.
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 2025 Purchase Agreement to Lincoln Park under the LP 2025 Purchase Agreement without shareholder approval.
The table below sets forth the percentage of total revenue derived from our segments for the years ended December 31, 2024 and 2023: December 31, 2024 2023 Revenues: Entertainment publicity and marketing 93.4 % 99.9 % Content production 6.6 % 0.1 % Total revenue 100 % 100 % 17 Expenses Our expenses consist primarily of: (1) Direct costs – includes the amortization of film production costs related to The Blue Angels, using the individual film-forecast-computation method which amortizes film production costs in the same ratio as the current period actual revenue bears to estimated remaining unrecognized ultimate revenue.
The table below sets forth the percentage of total revenue derived from our segments for the years ended December 31, 2025 and 2024: December 31, 2025 2024 Revenues: Entertainment publicity and marketing 99.5 % 93.4 % Content production 0.5 % 6.6 % Total revenue 100 % 100 % 17 Expenses Our expenses consist primarily of: (1) Direct costs – includes the amortization of film production costs related to The Blue Angels, using the individual film-forecast-computation method which amortizes film production costs in the same ratio as the current period actual revenue bears to estimated remaining unrecognized ultimate revenue.
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.
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, 2025 and 2024.
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.
We recorded interest expense related to this convertible note payable at fair value of $39,472 during the years ended December 31, 2025 and 2024. In addition, we made cash interest payments amounting to $39,472 during the years ended December 31, 2025 and 2024 related to this convertible note payable at fair value.
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.
The income tax expense for years ended December 31, 2025 and 2024 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.
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.
We intend to enter into Venture investments during 2026, but there is no assurance that we will be successful in doing so, whether in 2026 or at all.
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.
The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to 97% 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.
As of December 31, 2024 and 2023, we had a balance of $400,000 of principal outstanding under the BKU Line of Credit.
As of December 31, 2025 and 2024, we had a balance of $400,000 of principal outstanding under the BKU Line of Credit.
Further details on each item are discussed below. See 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. Goodwill Goodwill results from business combination acquisitions.
Further details on each item are discussed below. See Note 15 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K , for information pertaining to fair value adjustments. Goodwill Goodwill results from business combination acquisitions.
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.
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 LP 2022 Purchase Agreement expired in September 2025.
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 maturity dates ranging between the first anniversary and the sixth anniversary of their respective issuances.
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.
See Note 12 and Note 15 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.
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.
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 of the reporting units in the entertainment publicity and marketing segment.
The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle. During the years ended December 31, 2024 and 2023, we did not used the BKU Commercial Card.
The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle. During the years ended December 31, 2025 and 2024, we did not use the BKU Commercial Card.
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.
The BankUnited Credit Facility contains financial covenants tested semi-annually, on June 30th and December 31st, 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.
As of both December 31, 2024 and December 31, 2023, we had a balance of $0.8 million and $0.5 million, respectively, recorded as current liabilities and $3.1 million and $3.4 million, respectively, in noncurrent liabilities on its consolidated balance sheets related to these unsecured nonconvertible promissory notes.
As of December 31, 2025 and 2024, we had a balance of $0.5 million and $0.8 million, respectively, recorded as current liabilities and $4.6 million and $3.1 million, respectively, in noncurrent liabilities on our consolidated balance sheets related to these unsecured nonconvertible promissory notes.
On December 6, 2024, we entered into a second Bank United Loan Agreement (“Second BKU Loan Agreement”) for $2.0 million to finance the acquisition of Elle Communications, LLC. The Second BKU Loan Agreement carries a 1.0% origination fee and matures in December 2027.
On December 6, 2024, we entered into a second loan agreement with Bank United (“Second BKU Term Loan”) for $2.0 million to finance the acquisition of Elle. The Second BKU Term Loan carries a 1.0% origination fee and matures in December 2027.
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.
Other Income and Expenses For the years ended December 31, 2025 and 2024, other income and expenses consisted primarily of: (1) changes in the fair values of convertible notes and warrants and (2) interest expense, net of nominal interest income.
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.
Additionally, we have state net operating loss carryforwards amounting to $66.5 million that begin to expire in 2029. A portion of the carryforwards may expire before being applied to reduce future income tax liabilities.
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.
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.
As a group, they were recognized as the #1 PR 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.
As a group, they were recognized as the #1 PR firm in the country in the prestigious Observer rankings in 2025. 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 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.
As of December 31, 2025, we have approximately $60.7 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.
Nonconvertible Promissory Notes from Related Parties We issued Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by our Chief Executive Officer, William O’Dowd (the “CEO”), a nonconvertible promissory note with a principal balance of $1,107,873 which matures on December 31, 2026.
Promissory Notes from Related Parties Dolphin Entertainment, LLC Notes We issued Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by our CEO, Bill O’Dowd, a nonconvertible promissory note with a principal balance of $1,107,873 which matures on December 31, 2026.
Amortization of debt origination costs under the BKU Credit Facility is included as a component of interest expense in the consolidated statements of operations and amounted to approximately $16,823 and $4,206 for the year ended December 31, 2024 and 2023, respectively.
Amortization of debt origination costs under the BKU Credit Facility is included as a component of interest expense in the consolidated statements of operations and amounted to approximately $25,241 and $16,823 for the years ended December 31, 2025 and 2024, respectively.
Our common stock trades on The Nasdaq Capital Market under the symbol “DLPN.” Through our subsidiaries, 42West LLC (“42West”), 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.
Our common stock trades on The Nasdaq Capital Market under the symbol “DLPN.” Through our subsidiaries, 42West LLC (“42West”), The Door Marketing Group LLC (“The Door”), Shore Fire Media, Ltd (“Shore Fire”), Elle Communications, LLC (“Elle”), The Digital Dept, LLC (“The Digital Dept.”) 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, 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.
Income Tax Expense We had an income tax expense of $87.9 thousand for the year ended December 31, 2024, compared to an expense of $53.5 thousand for the year ended December 31, 2023.
Income Tax Expense We had an income tax expense of $69.4 thousand for the year ended December 31, 2025, compared to an expense of $87.9 thousand for the year ended December 31, 2024.
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.
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.
In addition, we adjusted downward the revenue projections of certain subsidiaries. We considered these to be triggering events, and therefore performed a quantitative analysis of the fair value of goodwill as of August 31, 2024.
We considered these to be triggering events and therefore performed a quantitative analysis of the fair value of goodwill as of August 31, 2024.
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.
During each of the years ended December 31, 2025 and 2024, we amortized $2.3 million related to our intangible assets that was recorded in our consolidated statement of operations under the caption depreciation and amortization.
Pursuant to the terms of the LP 2022 Registration Rights Agreement, the issuance of shares pursuant to the LP 2022 Purchase Agreement have been registered pursuant to our effective registration statement on Form S-1, and the related prospectus dated September 15, 2022.
Pursuant to the terms of the LP 2022 Registration Rights Agreement, the issuance of shares pursuant to the LP 2022 Purchase Agreement have been registered pursuant to our effective registration statement on Form S-1, and the related prospectus dated September 15, 2022. During the year ended December 31, 2025, we did not sell shares under the LP 2022 Purchase Agreement.
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.
The film was released in theaters on March 6, 2026. Revenues For the years ended December 31, 2025 and 2024, 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, 2025.
The change in fair value of the 2020 warrant that was not exercised decreased minimally for the year ended December 31, 2024 and 2023.
The warrant expired on September 4, 2025. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the year ended December 31, 2024. For the year ended December 31, 2025, there was no change in fair value.
We analyzed the terms of the freestanding put right and concluded that it has insignificant value as of December 31, 2024 and 2023. 23 Convertible Notes Payable As of December 31, 2024 and 2023, we had ten convertible notes payable outstanding.
We analyzed the terms of the freestanding put right in both agreements and concluded that it has insignificant value at the inception of each agreement and as of December 31, 2025 and 2024. 23 Convertible Notes Payable As of December 31, 2025, we had thirty-one convertible notes payable outstanding.
The increase for the year ended December 31, 2024 is primarily driven by increases across substantially all subsidiaries and inclusion of $4.5 million of Special Projects, Always Alpha and Elle revenues that were not present for the full year in 2023, offset by the decrease in revenues of Viewpoint.
The increase for the year ended December 31, 2025 is primarily driven by increases across substantially all subsidiaries and inclusion of $1.8 million of Elle revenue and $0.3 million of Always Alpha revenue that were not present for the full year in 2024.
As of December 31, 2024 and 2023, the principal balance of the convertible promissory notes was $5,100,000 of which all were recorded as noncurrent liabilities on our consolidated balance sheets under the caption convertible notes payable. We recorded interest expense related to these convertible notes payable of $510,250 and $543,472 during the year ended December 31, 2024 and 2023, respectively.
As of December 31, 2024, the total principal balance of $5.1 million related to the convertible notes payable was recorded in noncurrent liabilities on our consolidated balance sheet under the caption convertible notes payable. We recorded interest expense related to these convertible notes payable of $672,290 and $510,250 during the year ended December 31, 2025 and 2024, respectively.
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.
As of December 31, 2025, we had outstanding eleven unsecured nonconvertible promissory notes in the aggregate amount of $5.1 million which bear interest at a rate of 10% per annum and mature between November 2025 and October 2030.
During the year ended December 31, 2024 and 2023, we made payments in the amount of $1,418,482 and $354,621, inclusive of $421,009 and $117,141 of interest related to the First BKU Term Loan, respectively.
During both of the years ended December 31, 2025 and 2024, we made payments in the amount of $1,418,482, inclusive of $334,616 and $421,009 of interest related to the First BKU Term Loan, respectively. During the year ended December 31, 2025, we made payments of $743,981, inclusive of $125,007, of interest related to the Second BKU term Loan.
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.
Our debt obligations in the next twelve months from December 31, 2025 increased to $6.6 million from $5.8 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 $0.1 million as compared to the current portion of the Bank United Credit Facility in the prior year and a net increase in the current portion of convertible and nonconvertible notes payable in the amount of $1.0 million as compared to the prior year.
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.
RESULTS OF OPERATIONS Year ended December 31, 2025 as compared to year ended December 31, 2024 Revenues For the years ended December 31, 2025 and 2024, our revenues were as follows: December 31, 2025 2024 Revenues: Entertainment publicity and marketing $ 56,413,682 $ 48,263,843 Content production 285,707 3,412,141 Total revenue $ 56,699,389 $ 51,684,984 Revenues from entertainment publicity and marketing increased by approximately $8.1 million, or 16.9%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Interest on the BKU Line of Credit is variable based on the Lender’s Prime Rate. During the year ended December 31, 2024 and 2023, we recorded interest expense and made payments of $31,722 and $12,311, respectively, related to the BKU Line of Credit.
During the year ended December 31, 2025 and 2024, we recorded interest expense and made payments of $27,500 and $31,722, respectively, related to the BKU Line of Credit.
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.
As of the date of this report, we have not sold any shares to Lincoln Park under the 2025 LP Purchase Agreement. 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.
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.
Net loss for the years ended December 31, 2025 and 2024, respectively, were related to the factors discussed above. 20 LIQUIDITY AND CAPITAL RESOURCES Cash Flows Year Ended December 31, 2025 2024 Statement of Cash Flows Data: Net cash used in operating activities $ (2,027,597 ) $ (157,851 ) Net cash provided by (used in) investing activities 233,075 (2,458,289 ) Net cash provided by financing activities 2,347,265 4,184,295 Net increase in cash and cash equivalents and restricted cash 552,743 1,568,155 Cash and cash equivalents and restricted cash, beginning of period 9,128,846 7,560,691 Cash and cash equivalents and restricted cash, end of period $ 9,681,589 $ 9,128,846 Operating Activities Net cash used in operating activities was approximately $2.0 million for the year ended December 31, 2025, a change of $1.9 million from the year ended December 31, 2024.
We recorded interest expense related to these nonconvertible promissory notes of $388,000 and $338,843 for the year ended December 31, 2024 and 2023, respectively. We made interest payments of $388,000 and $308,044 during the year ended December 31, 2024 and 2023, respectively, related to the nonconvertible promissory notes.
We recorded interest expense related to these nonconvertible promissory notes of $439,541 and $388,000 for the years ended December 31, 2025 and 2024, respectively.
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.
We paid $2,250,000 related to productions costs of The Blue Angels in connection with this 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 derived $3.4 million from the Amazon Agreement.
During the year ended December 31, 2024, we generated revenue in our content production segment related to The Blue Angels documentary motion picture. For the year ended December 31, 2023, our content production segment derived revenues from the domestic distribution of Believe, a feature film that was released in 2013.
During the year ended December 31, 2024, we also generated revenue in our content production segment from the distribution of Believe, a motion picture released in 2013.
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.
We evaluated the LP 2025 Purchase Agreement and the LP 2022 Purchase Agreement, considering the guidance in ASC 815-40, “ Derivatives and Hedging — Contracts on an Entity’s Own Equity ” (“ASC 815-40”), because each includes the right to require Lincoln Park to purchase shares of common stock in the future (“put right”).
As of December 31, 2023, we had a balance of $980,651 classified as current liabilities and $4,501,963 classified as noncurrent liabilities, net of $79,907 of debt issuance costs, in our consolidated balance sheet related to the First BKU Term Loan.
As of December 31, 2025, we had a balance of $1,813,760 classified as current liabilities and $2,976,930 classified as noncurrent liabilities, net of $71,518 of debt issuance costs, in our consolidated balance sheet related to the First BKU Term Loan and the Second BKU Term Loan.
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”).
We made interest payments of $429,264 and $388,000 during the years ended December 31, 2025 and 2024, respectively, related to the nonconvertible promissory notes. 24 Unsecured Nonconvertible Promissory Notes – Socialyte As discussed in Note 13 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”).
Revenues 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.
Revenues from content production decreased by approximately $3.1 million during the year ended December 31, 2025, compared to the same period in the prior year, in connection with revenue generated from The Blue Angels documentary film, which was released in 2024. 18 Expenses For the years ended December 31, 2025 and 2024, our operating expenses were as follows: December 31, 2025 2024 Expenses: Direct costs $ 2,269,874 $ 3,266,461 Payroll and benefits 41,916,885 38,123,040 Selling, general and administrative 7,813,177 7,795,610 Acquisition costs 416,171 164,044 Impairment of goodwill — 6,671,557 Write-off of notes receivables — 1,270,000 Change in fair value of contingent consideration — 50,000 Gain on the sale of Always Alpha Sports Management LLC (756,574 ) — Depreciation and amortization 2,354,585 2,382,361 Legal and professional 2,724,329 2,447,083 Total expenses $ 56,738,447 $ 62,170,156 Direct costs decreased by approximately $1.0 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
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.
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. We continue to earn revenue from a version of Blue Angels adapted for IMAX theatres in museums nationwide.
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 Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $4.2 million and mainly related to: Inflows: · $2.1 million proceeds from related party loans; · $2.0 million proceeds from the second term loan from Bank United; and · $1.2 million proceeds from the Lincoln Park facility.
Net cash provided by financing activities for the year ended December 31, 2024 was $4.2 million and mainly related to: Inflows: · $2.1 million proceeds from related party loans; · $2.0 million proceeds from the second term loan from Bank United; and · $1.2 million proceeds from and the Lincoln Park facility; Outflows: · $1.0 million of repayment of the first term loan; and · $0.1 million repayment of finance leases. 21 Debt and Financing Arrangements Total debt amounted to $24.5 million as of December 31, 2025 compared to $22.4 million as of December 31, 2024, an increase of $2.1 million.
We recorded a gain in fair value of $35,000 and a loss of $11,444 for the year ended December 31, 2024 and 2023, respectively, on its consolidated statements of operations related to this convertible note payable at fair value.
We recorded a gain in fair value of $50,000 and $35,000 for the years ended December 31, 2025 and 2024, respectively, on our consolidated statements of operations related to this convertible note payable at fair value. Nonconvertible Promissory Notes During the year ended December 31, 2025, we issued six unsecured nonconvertible promissory notes and received proceeds of $1.2 million.
The increase in direct costs for the year ended December 31, 2024 is directly attributable to (i) $1.8 million of capitalized production costs being amortized for the production of The Blue Angels and (ii) the increase in subsidiaries’ revenues as compared with the same period in the prior year.
The decrease in direct costs for the year ended December 31, 2025 is directly attributable to $1.7 million more of capitalized production costs amortized for the production of The Blue Angels during the year ended December 31, 2024 as compared to the year ended December 31, 2025.
We recorded interest expense related to this Socialyte Promissory Note of $120,000 and $135,000 for the years ended December 31, 2024 and 2023, respectively. No interest payments were made during the year ended December 31, 2024 and 2023, related to the Socialyte Promissory Note.
No interest payments were made during the year ended December 31, 2025 and 2024, related to the Socialyte Promissory Note.
(3) Selling, general and administrative expenses – includes all overhead costs except for payroll, depreciation and amortization and legal and professional fees that are reported as a separate expense item. (4) Acquisition costs – includes legal, consulting and audit fees related to our acquisitions.
(3) Selling, general and administrative expenses – includes all overhead costs except for payroll, depreciation and amortization and legal and professional fees that are reported as separate expense items. (4) Acquisition costs – includes agreed upon payments related to the acquisitions of Special Projects that were made during the year ended December 31, 2025.
If the fair value of the reporting unit exceeds its carrying amount, there is no impairment.
If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. 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.
The fair value of the convertible note is re-measured at every balance sheet date and any changes are recorded on our consolidated statements of operations.
The fair value of the convertible note is re-measured at every balance sheet date and any changes are recorded on our consolidated statements of operations. For the years ended December 31, 2025 and 2024, we recorded gains in the change in fair value of the convertible note issued in 2020 in the amounts of $50.0 thousand and $35.0 thousand, respectively.
As of December 31, 2024, we had a principal balance of $983,112, and accrued interest of $90,417. We did not make cash payments during the year ended December 31, 2024 related to these loans from related party.
As of both December 31, 2025 and December 31, 2024, we had a principal balance of $983,112 related to the Mock Notes under the caption loans from related party in our consolidated balance sheets. For the year ended December 31, 2025 and 2024, we did not repay any principal balance or make interest payments on the Mock Notes.
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.
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. During the years ended December 31, 2025 and 2024, we recorded revenues of $0.2 million and $3.4 million, respectively, from the Amazon Agreement.
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.
Net Loss Net loss was approximately $3.1 million or $0.27 per share based on 11,558,485 weighted average shares outstanding for basic and fully diluted loss per share for the year ended December 31, 2025.
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.
There was no write-off of notes receivable for the year ended December 31, 2025 compared to $1.3 million for the year ended December 31, 2024.
Acquisition costs for the year ended December 31, 2024 were $0.2 million, related to our acquisition of Elle on July 15, 2024. Acquisition costs for the year ended December 31, 2023 were $0.1 million, primarily related to our acquisition of Special Projects on October 2, 2023.
Acquisition costs for the year ended December 31, 2024 were $0.2 million for legal, consulting and audit fees related to our acquisition of Elle on July 15, 2024. There was no impairment of goodwill for the year ended December 31, 2025 compared to $6.7 million for the year ended December 31, 2024.
(5) Depreciation and amortization – includes the depreciation of our property and equipment and amortization of intangible assets and leasehold improvements. (6) Impairment of goodwill – includes an impairment charge related to ceasing operations in Viewpoint and triggering events identified during the years ended December 31, 2024 and 2023.
For the year ended December 31, 2024, it includes legal, consulting and audit fees related to our acquisition of Elle. (5) Impairment of goodwill – includes an impairment charge related to ceasing operations in Viewpoint Computer Animation, Inc. (“Viewpoint”) and triggering events identified during the year ended December 31, 2024.
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.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2025 was $2.3 million and mainly related to: Inflows: · $3.4 million proceeds from convertible notes payable; and · $1.2 million proceeds from the nonconvertible notes payable; Outflows: · $0.5 million payment of contingent consideration related to the acquisition of Elle; · $1.7 million repayment of the first and second Bank United term loans; and · $0.1 million repayment of finance leases.
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.
As of December 31, 2025 and 2024, 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. We recorded interest expense related to this Socialyte Promissory Note of $120,000 for the years ended December 31, 2025 and 2024.
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.
In addition, we made cash interest payments amounting to $650,540 and $510,250 during the year ended December 31, 2025 and 2024, respectively, related to the convertible notes payable. It is our experience that convertible notes payable, including their accrued interest, are converted into shares of our common stock and not settled through payment of cash.
We recorded interest expense of $276,761 and $110,787 for the year ended December 31, 2024 and 2023, respectively, related to the DE LLC Notes and Mock Notes. No interest payments were made during the year ended December 31, 2024 and 2023, related to the Mock Notes.
We recorded interest expense of $224,287 and $186,344, respectively, for the years ended December 31, 2025 and 2024 related to the DE LLC Notes and DE New Notes.
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.
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.” In December 2025, we entered into a distribution agreement with Well Go USA, Inc. (“Well Go”) to distribute the film across all media in the United States.
During the year ended December 31, 2024, we made cash interest payments in the amount of $200,000 related to the DE LLC Notes. On January 16, 2024, May 28, 2024 and December 30, 2024, we issued three nonconvertible promissory notes to Mr. Donald Scott Mock, the brother of Mr.
During year ended December 31, 2025, we did not repay any principal balance or make interest payments on the DE LLC Notes or the DE New Notes. During the year ended December 31, 2024, we made cash interest payments in the amount of $200,000 related to the DE LLC Notes.
During the year ended December 31, 2023, we also made payments of $479,745, inclusive of $158,316 of interest on the Bank Prov term loan that was refinanced with the BKU Term Loan. No payments were made related to the Second BKU Term Loan during the year ended December 31, 2024.
No payments were made related to the Second BKU Term Loan during the year ended December 31, 2024. Interest on the BKU Line of Credit is variable based on the Lender’s Prime Rate.

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