Dolphin Entertainment Inc

On November 6, 2024, the Company received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff determined that the Company violated Nasdaq’s voting rights rule set forth in Listing Rule 5640 (the “Voting Rights Rule”) due to the Company’s filing of shareholder-approved amendments to the Company’s Articles of Incorporation modifying the terms of the Series C to increase the number of votes per share of common stock the Series C is convertible into (i) from three votes per share to five votes per share, filed on September 29, 2022, and (ii) from five votes per share to ten votes per share, filed on September 25, 2024. The Staff notified the Company in the Letter that it determined to grant the Company an extension of time to regain compliance with the Voting Rights Rule by obtaining shareholder approval to amend the Articles of Incorporation to decrease the voting rights of the Series C to the original voting power of three votes per share of common stock.

Presently all 50,000 outstanding shares of Series C is held by Dolphin Entertainment LLC, an entity wholly owned and controlled by William O’Dowd, our Chief Executive Officer and Chairman of our Board. The 50,000 outstanding shares of Series C are presently convertible into 2,369,470 shares of common stock. Per the terms of the Series C in our Articles of Incorporation, the Series C is entitled to ten votes for every one share of common stock the Series C is convertible into. Therefore, the Series C presently has 23,694,700 votes and is entitled to vote together as a single class on all matters upon which common shareholders are entitled to vote, and which today represents 68.0% of the voting stock of the Company. If the Proposal is approved by shareholders, the Series C will be entitled to 7,108,410 votes, which would represent 38.9% of the voting stock of the Company today.