NT 10-K 1 dpdm_nt10k.htm LATE FILING NOTIFICATION template_nt10k.htm
 
 
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 OMB APPROVAL
 
 
 
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FORM 12b-25
 SEC FILE NUMBER
 
 
 
 
 
 
 
 
 
 CUSIP NUMBER
 
 NOTIFICATION OF LATE FILING
 
 
 
 
(Check one):
 Form 10-K
 Form 20-F
 Form 11-K
 Form 10-Q
 Form 10-D
 Form N-SAR
 Form N-CSR
                                   
     
                            
     
                             
     
                             
     
                             
     
                             
     
                             
     
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For Period Ended:   December 31, 2016
 
 
 
 
 
 
 
 
 
 
 ☐
 Transition Report on Form 10-K
 
 
 
 
 
 
 ☐
 Transition Report on Form 20-F
 
 
 
 
 
 
 ☐
 Transition Report on Form 11-K
 
 
 
 
 
 
 ☐
 Transition Report on Form 10-Q
 
 
 
 
 
 
 ☐
 Transition Report on Form N-SAR
 
 
 
 
 
 
 
 
For the Transition Period Ended:
 
                    
 
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I — REGISTRANT INFORMATION
 
Dolphin Digital Media, Inc.
 
Full Name of Registrant
 
 
 
Former Name if Applicable
 
2151 S LeJeune Road, Suite 150
 
Address of Principal Executive Office (Street and Number)
 
Coral Gables, Florida 33134
 
City, State and Zip Code
 
 
 
 
 
 
 
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
 
 (a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
 
 
 
 (b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
 
 
 (c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
 
 
PART III – NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
(Attach extra Sheets if Needed)
 
 
 
 The Form 10-K could not be filed within the prescribed time because additional time is required by Registrant’s management and auditors to prepare certain financial information to be included in such report.
 
PART IV — OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
 
 Mirta A Negrini
 
 (305)
 
774-0407
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes 
No 
 
 
 
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes 

No 

 
 
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
During the year ended December 31, 2016, the Company incurred loss on extinguishment of debt of approximately $7.4 million as compared to $0 in the prior year. This was the results of the Company entering into agreements with certain noteholders, including Dolphin Entertainment, Inc., an entity wholly owned by its Chief Executive Officer, to convert an aggregate of approximately, $33.4 million of debt outstanding into (i) approximately 5 million shares of the Company's common stock and (ii) Warrants J and K that entitles the holder to purchase up to 2,340,000 shares of the Company's common stock at $0.015 per share. The conversions occurred on days where the market price per share of Common Stock was between $6.00 and $6.99 per share.
 
In addition to Warrants J and K described above, during 2016, the Company issued Warrants G, H and I, collectively with Warrants J and K, (the “Warrants”) for which the Company determined that the Warrants should be accounted for as derivatives, for which a liability is recorded in the aggregate and measured at fair value in the consolidated balance sheets on a recurring basis, and the change in fair value from one reporting period to the next is reported as income or expense in the consolidated statements of operations. During 2016, the Company recorded a gain from the change in fair value of approximately $2.9 million and recorded a warrant issuance expense of approximately $7.4 million. During the year ended December 31, 2015, the Company did not record any gain or loss from the change in fair value of warrants or record any expense related to issuances of warrants.
 
During the year ended December 31, 2016, the Company released a feature film and recorded revenues of approximately $9.5 million, direct costs of approximately $9.8 million and distribution costs of approximately $10.9 million. During the year ended December 31, 2015, the Company recorded revenues from production of approximately $3 million and direct costs related to these productions of $2.6 million. No distribution expenses were recorded during the year ended December 31, 2015.
 
The Company incurred net losses of approximately $36.3 million and $8.8 million respectively, for the years ended December 31, 2016 and 2015, primarily related to the factors discussed above.
 
 
 
 
 
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DOLPHIN DIGITAL MEDIA, INC.
 
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: April 3, 2017
 
 
By:
/s/Mirta A Negrini
 
 
 
 
Name: Mirta A Negrini
 
 
 
 
Title:Chief Financial Officer

 
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