Dolphin Entertainment Inc

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

As previously disclosed, on October 2, 2023 (the “Closing Date”), Dolphin Entertainment, Inc., a Florida corporation (the “Company”), acquired all of the issued and outstanding membership interests of Special Projects Media LLC, a New York limited liability company (“Special Projects”), pursuant to a membership interest purchase agreement dated the Closing Date (the “Purchase Agreement”), by and among the Company and the sellers signatory thereto (collectively, the “Sellers”). Special Projects is a New York-based talent booking and creative content agency.

On May 14, 2024, the parties to the Purchase Agreement entered into an Amendment to the Membership Interest Purchase Agreement (the “Amendment”), pursuant to which the parties amended the Purchase Agreement to revise the working capital adjustment mechanism to provide that the Working Capital Surplus (as defined in the Purchase Agreement) plus a ten percent premium will be paid to the Sellers by issuing 714,578 shares of common stock of the Company on May 15, 2024.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to full text of the Amendment, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 2.1 hereto, and is incorporated herein by reference