DLPN on Nasdaq

Dolphin Entertainment

Logo: The logo may be obtained from Dolphin Entertainment ., Non-free logo, via Wikipedia4

American entertainment company

Dolphin Entertainment, Inc. is an American entertainment marketing and production company based in Coral Gables, Florida. Founded in 1996 by Bill O'Dowd, the company produces television series and films aimed primarily at children and young adults, and owns public relations and marketing firms through acquisitions. Dolphin has also expanded into digital media, including non-fungible token (NFT) ventures and influencer marketing.3 Its shares trade on Nasdaq under the symbol DLPN.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1996Founded1

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  • TickerDLPN on Nasdaq1
  • IndustryServices-Personal Services1
  • HeadquartersCoral Gables1
  • Websitewww.dolphinentertainment.com
  • Incorporated inFL5
  • Business address150 Alhambra Circle, Suite 1200, Coral Gables, Fl 331345
  • Filer categoryNon-accelerated filer, Smaller reporting company5

Dolphin Entertainment, Inc. is an American entertainment marketing and production company based in Coral Gables, Florida. Founded in 1996 by Bill O'Dowd, the company produces television series and films aimed primarily at children and young adults, and owns public relations and marketing firms through acquisitions. Dolphin has also expanded into digital media, including non-fungible token (NFT) ventures and influencer marketing.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

5.3%Gross margin7
-0.1%Operating margin7
-5.4%Net margin7
9.7%Revenue growth, 20257
-31.9%Return on equity7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

EPM brought in 50% of the revenue Dolphin Entertainment broke down this way in fiscal 2025.

  1. EPM$56.4M750%up 17% from 2024
  2. Entertainment publicity and marketing$56.4M750%up 17% from 2024
  3. CPD$285.7K70%down 92% from 2024
  4. Content production [Member] [Default Label]$285.7K70%down 92% from 2024
  5. Content production$193.7K70%down 94% from 2024
Products and services by year
Products and services20242025
EPM$48.3M$56.4M
Entertainment publicity and marketing$48.3M$56.4M
CPD$3.4M$285.7K
Content production [Member] [Default Label]$3.4M$285.7K
Content production$3.4M$193.7K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue4¢$2.3M
  • Selling, general and admin14¢$7.8M
  • Other costs78¢$44.4M
  • Interest4¢$2.2M
  • Income tax0¢$69.4K

Out of $56.7M in revenue.7 The company lost money this year.

Financial statements

Revenue891011127$56.7M in 2025+127% since 2019
0$20.0M$40.0M$60.0M2019: $25.0M$25.0M20192020: $24.1M$24.1M2020−4%2021: $35.7M$35.7M2021+49%2022: $40.5M$40.5M2022+13%2023: $43.1M$43.1M2023+6%2024: $51.7M$51.7M2024+20%2025: $56.7M$56.7M2025+10%
Gross profit13891011127$3.0M in 2025+0% since 2019
0$1.0M$2.0M$3.0M2019: $3.0M$3.0M20192020: $3.0M$3.0M2020+0%2021: $3.0M$3.0M2021+0%2022: $3$32022−100%2023: $3.0M$3.0M2023+99999900%2024: $3.0M$3.0M2024+0%2025: $3.0M$3.0M2025+0%
Operating income891011127-$39.1K in 2025−99% since 2019
-$30.0M-$20.0M-$10.0M02019: -$4.1M-$4.1M20192020: -$2.6M-$2.6M2020−36%2021: -$5.5M-$5.5M2021+111%2022: -$4.6M-$4.6M2022−17%2023: -$20.1M-$20.1M2023+340%2024: -$10.5M-$10.5M2024−48%2025: -$39.1K-$39.1K2025−100%
Net income891011127-$3.1M in 2025+33% since 2019
-$30.0M-$20.0M-$10.0M02019: -$2.3M-$2.3M20192020: -$1.9M-$1.9M2020−17%2021: -$6.5M-$6.5M2021+233%2022: -$4.8M-$4.8M2022−26%2023: -$24.4M-$24.4M2023+410%2024: -$12.6M-$12.6M2024−48%2025: -$3.1M-$3.1M2025−75%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Revenues$56.7M$51.7M
Direct costs$2.3M$3.3M
Payroll and benefits$41.9M$38.1M
Selling, general and administrative$7.8M$7.8M
Acquisition costs$416.2K$164.0K
Impairment of goodwill$6.7M
Write-off of notes receivables$1.3M
Change in fair value of contingent consideration$50.0K
Gain on sale of Always Alpha Sports Management LLC-$756.6K
Depreciation and amortization$2.4M$2.4M
Legal and professional$2.7M$2.4M
Total expenses$56.7M$62.2M
Loss from operations-$39.1K-$10.5M
Change in fair value of convertible note$50.0K$35.0K
Change in fair value of warrant$5.0K
Loss on extinguishment of debt-$835.3K
Interest expense, net-$2.2M-$2.1M
Total other (expense) income, net-$3.0M-$2.0M
Loss before income taxes-$3.0M-$12.5M
Income tax expense-$69.4K-$87.9K
Net loss-$3.1M-$12.6M
Basic-$0.27-$1.22
Diluted-$0.27-$1.22
Basic11.6M shares10.3M shares
Diluted11.6M shares10.3M shares

Compare Dolphin Entertainment with another company

Corporate structure

Dolphin Entertainment sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Dolphin Entertainment

  • William O'Dowd Iv. Filed SCHEDULE 13D on Dolphin Entertainment, latest Sep 8, 2026
  • Ephraim G. Fields Filed SCHEDULE 13G on Dolphin Entertainment, latest May 11, 2026
  • NSL Ventures, LLC Filed SC 13G on Dolphin Entertainment, latest Sep 18, 2024
  • M SHANKEN COMMUNICATIONS INC Filed SC 13G/A on Dolphin Entertainment, latest Jun 6, 2022
  • EJF Capital LP Filed SC 13G/A on Dolphin Entertainment, latest Feb 11, 2022
  • Dolphin Entertainment Coral Gables

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Dolphin Entertainment reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$1.3M7 Dec 31, 2025$1.3M7 Dec 31, 20240%
Computer equipment and software$2.7M7 Dec 31, 2025$2.7M7 Dec 31, 20240%
Leasehold improvements$784.4K7 Dec 31, 2025$784.4K7 Dec 31, 20240%
Property and equipment, before depreciation$4.7M7 Dec 31, 2025$4.7M7 Dec 31, 20240%
Accumulated depreciation$4.7M7 Dec 31, 2025$4.6M7 Dec 31, 2024+1.4%
Property and equipment, net$51.0K7 Dec 31, 2025$114.0K7 Dec 31, 2024−55.3%
Finance-lease assets$128.3K7 Dec 31, 2025$132.6K7 Dec 31, 2024−3.2%
Operating-lease assets (leased space)$2.9M7 Dec 31, 2025$4.6M7 Dec 31, 2024−37.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.8M7 Dec 31, 2025$8.2M7 Dec 31, 2024+6.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$21.5M7 Dec 31, 2025$21.5M7 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$7.9M7 Dec 31, 2025$10.2M7 Dec 31, 2024−22.5%
Finite-lived intangibles, gross$23.4M7 Dec 31, 2025$23.4M7 Dec 31, 20240%
Accumulated amortization$15.5M7 Dec 31, 2025$13.2M7 Dec 31, 2024+17.3%
Finite-lived intangibles, net$7.9M7 Dec 31, 2025$10.2M7 Dec 31, 2024−22.5%

Properties, in its own words

As of the date of this report, we do not own any real property. For our headquarters and content production business, we lease 4,961 square feet of office space in Coral Gables, Florida. For our entertainment publicity and marketing business, we lease one office space in each of Manhattan, New York, Brooklyn, New York and Los Angeles, California.

We believe that our properties are sufficient to meet our current and projected business needs. We 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 2 of the 10-K filed Mar 27, 2026.16

The story

Dolphin Entertainment was founded in 1996 in Miami by Bill O'Dowd, a Harvard Law School graduate who had previously worked as a corporate lawyer. In its earliest years, the company specialized in live-action children's and young-adult programming and built a catalog of executive producer credits that included the Nickelodeon series Zoey 101 and Ned's Declassified School Survival Guide, as well as the Nickelodeon original movies Shredderman Rules, The Last Day of Summer and the Roxy Hunter television film franchise. Zoey 101 was nominated for the Outstanding Children's Program Emmy Award in 2005, with O'Dowd serving as executive producer. In 2007, Dolphin Entertainment had signed a deal with Sony Pictures Home Entertainment to distribute home video releases of its television movies, mostly from Nickelodeon (four of them were eventually co-owned).

In June 2008, Dolphin Digital Media, Inc., a digital subsidiary established by O'Dowd to develop child-safe social networking websites tied to the company's television properties, was acquired by Toronto-based Logica Holdings, Inc. in a reverse takeover in exchange for approximately 24 million shares of Logica common stock, representing 51% of the outstanding shares. Logica subsequently renamed itself Dolphin Digital Media, Inc. and changed its ticker symbol to DPDM. In 2010, the company launched the Dolphin Digital Studios division to produce original online programming for tweens and teens. In 2016, Dolphin's Dolphin Films division partnered with Mattel and Ingenious Media to co-finance and produce the live-action superhero film Max Steel, starring Andy García and Maria Bello. In October 2016, it opened an office in Corning.

In March 2017, Dolphin acquired the entertainment public-relations firm 42West for approximately US$28 million in an all-stock transaction that included up to US$9.3 million in performance-based contingent consideration. In July 2017, the company changed its name from Dolphin Digital Media, Inc. to Dolphin Entertainment, Inc., and on December 21, 2017 it uplisted its common stock to the Nasdaq under the symbol DLPN.

In July 2018, Dolphin acquired the lifestyle and hospitality public relations agency, The Door, for aggregate consideration of up to US$11 million, including up to US$7 million in performance-based contingent consideration. In October 2018, it acquired the Massachusetts-based creative branding and production firm Viewpoint Creative for US$2 million in cash and stock. In December 2019, Dolphin acquired the music and entertainment public-relations firm Shore Fire Media, at which point all three of Dolphin's PR subsidiaries, 42West, The Door and Shore Fire, appeared on the Observer PR Power 50 list.

In March 2021, Dolphin Entertainment "formed a new division dedicated to designing, producing, releasing and promoting NFTs for the company and its clients across film, TV, music, gaming, food and technology."

In August 2020, Dolphin acquired the Los Angeles-based influencer marketing agency Be Social, founded by Ali Grant. In January 2021, Dolphin acquired the gaming and esports communications firm B/HI (formerly Bender/Helper Impact), which became a division of 42West. In March 2021, Dolphin formed a new division dedicated to the design, production and promotion of non-fungible tokens (NFTs) across film, television, music, gaming and hospitality, and in August 2021 it announced a joint venture with West Realm Shire Services to create consumer-facing NFT marketplaces for sports and entertainment brands.

In 2022, Dolphin opened the Midnight Theatre, a 150-seat performance venue in Manhattan West in New York City, later renamed the Mastercard Midnight Theatre under a multi-year sponsorship with Mastercard. In March 2022, Dolphin Entertainment formed a joint initiative with The Flower Girls, a fine art NFT collection by artist Varvara Alay. In May 2022, Dolphin and IMAX Corporation signed a multi-year agreement, announced at the Cannes Film Festival, to jointly finance, develop, and produce a slate of feature-length documentaries. Later that year, in November 2022, Dolphin acquired the New York-based influencer marketing agency Socialyte. In September 2023, Be Social and Socialyte were merged to form a unified creator-economy agency called The Digital Dept. In October 2023, Dolphin acquired the talent-booking and event production agency Special Projects.

In May 2024, Dolphin Films released The Blue Angels, a documentary film co-financed with IMAX about the United States Navy Blue Angels flight demonstration squadron, which debuted at number one on Prime Video in the United States over the Memorial Day weekend and became one of the highest-grossing documentaries of the year. In July 2024, Dolphin acquired Elle Communications, a New York– and Los Angeles–based public relations agency specializing in social and environmental impact, paying US$2.025 million in cash and 2,089,783 shares of common stock at closing, with up to US$450,000 in additional cash consideration tied to 2024 revenue. In October 2024, Dolphin launched Always Alpha, a talent management firm focused exclusively on women's sports, founded by Olympic track-and-field athlete Allyson Felix, her brother Wes Felix and sports executive Cosette Chaput.

Read the full text

In February 2026, Dolphin formed a joint initiative with DealMaker to facilitate retail capital investment in celebrity-led consumer and lifestyle brands. Dolphin also co-produced Youngblood, a remake of the 1986 ice hockey drama, with Canadian studio Aircraft Pictures. The film premiered at the 2025 Toronto International Film Festival and was released in North America in March 2026 by Well Go USA and Photon Films.

From Wikipedia’s article on Dolphin Entertainment, shared under CC BY-SA 4.0.6

Leadership

Who has led Dolphin Entertainment, and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Mirta A. Negrini2014–2022
200020052010201520202025
Board members and other officers (11)

Former names

  • DOLPHIN DIGITAL MEDIA INCMar 12, 2008 to Jun 29, 20175
  • LOGICA HOLDINGS INCAug 14, 2007 to Aug 15, 20085
  • MAXIMUM AWARDS INCMar 4, 2004 to Jul 13, 20075

Timeline

  1. Aug 12, 20268-K Results of operations30
  2. May 12, 20268-K Results of operations31
  3. Mar 25, 20268-K Results of operations32
  4. Nov 12, 20258-K Shareholder vote33
  5. Aug 29, 20258-K Unregistered sale of shares34
  6. Aug 13, 20258-K Results of operations35
  7. May 13, 20258-K Results of operations36
  8. May 7, 20258-K Unregistered sale of shares37
  9. Apr 2, 20258-K Results of operations38
  10. Feb 27, 20258-K Unregistered sale of shares39
  11. Jan 24, 20258-K Bylaws or fiscal year changed; Shareholder vote40
  12. Jan 17, 20258-K Unregistered sale of shares41
  13. Jul 1, 2011New chief executive William O'Dowd Iv. becomes CEO17
  14. 1996Founded Founded1

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.03) a share, on Nov 12, 2025.42

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results30
  2. May 12, 2026Reported quarterly or annual results31
  3. Mar 25, 2026Reported quarterly or annual results32
  4. Aug 13, 2025Reported quarterly or annual results35
  5. May 13, 2025Reported quarterly or annual results36
  6. Apr 2, 2025Reported quarterly or annual results38
  7. Nov 14, 2024Reported quarterly or annual results43
  8. Aug 14, 2024Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

224 filings to the SEC since October 2021: 9 annual reports, 15 quarterly reports, 38 major events, 119 insider forms, 5 large holders, 38 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Sep 28, 20264 EDGAR
  4. Sep 25, 2026DEFA14A DEFINITIVE 14A ADDITIONAL MATERIALS EDGAR
  5. Sep 25, 2026DEF 14A DEFINITIVE 14A EDGAR
  6. Sep 22, 20264 EDGAR
  7. Sep 17, 20264 EDGAR
  8. Sep 14, 20264 EDGAR
  9. Sep 8, 2026SCHEDULE 13D EDGAR
  10. Sep 8, 20264 EDGAR
  11. Sep 8, 20264 EDGAR
  12. Sep 1, 20264 EDGAR
  13. Aug 24, 20264 EDGAR
  14. Aug 19, 20264 EDGAR
  15. Aug 12, 202610-Q EDGAR
  16. Aug 12, 20268-K EDGAR
  17. Aug 10, 20264 EDGAR
  18. Aug 3, 20264 EDGAR
  19. Jul 29, 20264 EDGAR
  20. Jul 20, 20264 EDGAR

The 224 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

104 open-market trades by officers, directors and large owners since October 2021: 104 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 28, 2026O'Dowd William IVChief Executive OfficerBuy4,400$1.11$4.9KForm 4
Sep 21, 2026O'Dowd William IVChief Executive OfficerBuy4,300$1.13$4.9KForm 4
Sep 16, 2026O'Dowd William IVChief Executive OfficerBuy4,452$1.54$6.9KForm 4
Sep 14, 2026O'Dowd William IVChief Executive OfficerBuy4,300$1.12$4.8KForm 4
Sep 8, 2026O'Dowd William IVChief Executive OfficerBuy4,100$1.19$4.9KForm 4
Aug 31, 2026O'Dowd William IVChief Executive OfficerBuy4,100$1.15$4.7KForm 4
Aug 24, 2026O'Dowd William IVChief Executive OfficerBuy4,100$1.14$4.7KForm 4
Aug 17, 2026O'Dowd William IVChief Executive OfficerBuy4,100$1.20$4.9KForm 4
Aug 10, 2026O'Dowd William IVChief Executive OfficerBuy4,400$1.10$4.8KForm 4
Aug 3, 2026O'Dowd William IVChief Executive OfficerBuy4,600$1.07$4.9KForm 4
Jul 27, 2026O'Dowd William IVChief Executive OfficerBuy4,400$1.11$4.9KForm 4
Jul 20, 2026O'Dowd William IVChief Executive OfficerBuy4,400$1.12$4.9KForm 4
Jul 13, 2026O'Dowd William IVChief Executive OfficerBuy4,450$1.11$4.9KForm 4
Jul 6, 2026O'Dowd William IVChief Executive OfficerBuy4,300$1.16$5.0KForm 4
Jun 29, 2026O'Dowd William IVChief Executive OfficerBuy4,200$1.18$5.0KForm 4
Jun 22, 2026O'Dowd William IVChief Executive OfficerBuy4,100$1.19$4.9KForm 4
Jun 15, 2026O'Dowd William IVChief Executive OfficerBuy4,000$1.21$4.8KForm 4
Jun 8, 2026O'Dowd William IVChief Executive OfficerBuy4,100$1.17$4.8KForm 4
Jun 1, 2026O'Dowd William IVChief Executive OfficerBuy3,900$1.25$4.9KForm 4
May 26, 2026O'Dowd William IVChief Executive OfficerBuy3,800$1.28$4.9KForm 4

All 104 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025William O’DowdIV,57$400.0K$682.9K50
2025Mirta A. Negrini,62$325.0K50
2024Chairman and Chief Executive Officer$400.0K$683.6K50
2024Chief Financial and Operating Officer$322.9K50

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC205,944$236.8K0.0%+8,000
Geode Capital Management, LLC70,016$80.5K0.0%−3,744
Crewe Advisors LLC50,000$57.5K0.0%No change
Renaissance Technologies LLC49,500$56.9K0.0%−25,500
Vanguard Fiduciary Trust Co37,694$43.3K0.0%No change
Northern Trust Corp13,830$15.9K0.0%New
State Street Corp11,700$13.5K0.0%No change
Tower Research Capital LLC (TRC)1,571$1.8K0.0%−631
Thompson Investment Management, Inc.1,000$1.1K0.0%No change
Barclays PLC98$1130.0%New
SBI Securities Co., Ltd.35$400.0%No change
Morgan Stanley25$290.0%No change
Wells Fargo & Company/mn1$10.0%No change
UBS Group AG1$10.0%−2
Royal Bank Of Canada2$00.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Dolphin Entertainment is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARDolphin Entertainment, Inc.2
  • CIK0001282224
  • Employer ID (EIN)86-078779016
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company16
  • Incorporated inFlorida16
  • Fiscal year endsDecember 312
  • Industry code (SIC)7200 Services-Personal Services2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address150 Alhambra Circle, Suite 1200, Coral Gables, FL 331342
  • Phone305-774-04072
  • Shares outstanding13,025,551 as of Aug 10, 202615
  • Public float$12.4M as of Jun 30, 202516
  • AuditorGRANT THORNTON LLP, Fort Lauderdale, Florida PCAOB ID 248; no auditor attestation of internal control over financial reporting16
  • On EDGAR sinceMar 4, 20042
  • Filings644 in all: 4 (181), 8-K (126), 10-Q (55), CORRESP (30), NT 10-Q (30), UPLOAD (26), 10-K (18), 3 (14)2
    All 48 form types

    NT 10-K (14), DEF 14A (13), 10QSB (10), 10-K/A (9), DEFA14A (9), SC 13G (9), 8-K/A (8), PRE 14A (8), 424B5 (7), EFFECT (7), S-1/A (7), SC 13G/A (6), 4/A (5), 10KSB (4), D (4), S-1 (4), 424B3 (3), DEF 14C (3), PRE 14C (3), S-3 (3), 10-Q/A (2), 10QSB/A (2), 10SB12G (2), 10SB12G/A (2), 424B2 (2), PRER14C (2), RW (2), SC 13D (2), 25-NSE (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEL AM (1), NT 10-Q/A (1), REGDEX (1), S-8 (1), SC 13D/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Sep 25, 2026
    Latest 8-K (8-K) Aug 12, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.015 par value per shareDLPNNasdaq

From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Dolphin Entertainment names in Item 1A of its 10-K filed Mar 27, 2026: 20 risks under these headings, as written.16

  • Risks Related to our Business and Financial Condition
  • Our results of operations, including our revenues from our Entertainment and Publicity Marketing segment, are highly susceptible to unfavorable economic conditions.
  • We have a history of net losses and may continue to incur net losses.
  • We currently have substantial indebtedness which may adversely affect our cash flow and business operations and may affect our ability to continue to operate as a going concern.
  • Our stock price has been volatile and may continue to be volatile in the future, and as a result, investors in our common stock could incur substantial losses.
  • 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.
  • We rely on information technology systems that are susceptible to cybersecurity risks. In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.
  • We may require additional financing, and we may not be able to raise funds on favorable terms or at all.
  • Risks Related to Our Entertainment Publicity and Marketing Business
  • Our business could be adversely affected if we fail to retain the principal sellers, and/or other key employees of 42West, The Door, Shore Fire, The Digital Dept. Special Projects, and Elle and the clients they serve.
  • We operate in a highly competitive industry.
  • The success of our entertainment publicity and marketing business depends on its ability to consistently and effectively deliver marketing and public relations services to our clients.
The other 10 risks
  • 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.
  • A significant labor dispute in our clients’ industries could have a material adverse effect on our business.
  • Clients may terminate or reduce their relationships with us on short notice.
  • If our clients experience financial distress, or seek to change or delay payment terms, it could negatively affect our own financial position and results.
  • Risks Related to Acquisitions
  • We are subject to risks associated with acquisitions and we may not realize the anticipated benefits of such acquisitions.
  • Losses incurred by us subsequent to completion of an acquisition may not be indemnifiable by the seller or may exceed the seller’s indemnification obligations.
  • Risks Related to our Common Stock and Preferred Stock
  • We have recently issued, and may in the future issue, a significant amount of equity securities and, as a result, your ownership interest in our Company has been, and may in the future be, substantially diluted and your investment in our common stock could suffer a material decline in value.
  • The Series C Convertible Preferred Stock has super voting rights that may adversely affect our shareholders.
  • If we are unable to maintain compliance with Nasdaq listing requirements, our stock could be delisted, and the trading price, volume and marketability of our stock could be adversely affected.
  • The sale or issuance of our common stock to Lincoln Park may cause dilution and the sale of the shares of common stock acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our common stock to fall.

Legal proceedings

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. 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. 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.

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.

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.

The opening of Item 3, Legal Proceedings.16

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