Dolphin Entertainment, Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
DLPN$0.93+3.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001079973-25-001298
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001079973-25-001694
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 117 previous paragraphs and 131 current paragraphs.
57 unchanged; 57 reworded; 17 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
On July 4, 2025, the U.S. H.R.1, an act to provide for reconciliation pursuant to title II of H. Con. Res. 14. (the “OBBBA”) was enacted. The OBBBA introduces multiple tax law and other legislative changes, including modifications to income tax provisions such as domestic research and development expenses, capital expenditures, and U.S. taxation of international earnings; the repeal or acceleration of the sunset of certain tax credits under the 2022 Inflation Reduction Act and elimination of certain penalties for violations of certain regulatory credit programs. We have recognized the effects of the OBBBA provisions in our financial results to the extent they are applicable to the three and nine months ended September 30, 2025. We will continue to evaluate the impact of these provisions on our future consolidated financial statements.
Current report
Selling, general and administrative expenses increased by approximately $0.2 million, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, due to the $0.1 million increase in bad debt expense, and an increase of $0.1 million in travel expenses. Selling, general and administrative expenses remained consistent for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Current report
Impairment of goodwill was approximately $6.5 million and $6.7 million for the three and nine months ended September 30, 2024, respectively. As discussed in Note 3 – Goodwill and Intangibles Assets in the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, during the three months ended September 30, 2024, we performed a quantitative assessment driven by triggering events related to decline in our stock price in combination with recurring net losses, resulted our market capitalization to less than our book value. We considered this to be a triggering event and therefore performed a quantitative assessment analysis of fair value of goodwill as of August 31, 2024. The quantitative assessment resulted in the impairment of goodwill in the amount of $6.5 million of a few of our reporting units, and $0.2 million impairment of goodwill as a result of the closure of one of our reporting units. Goodwill was not impaired for the three and nine months ended September 30, 2025.
Current report
Depreciation and amortization remained consistent for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024.
Current report
On August 12, 2025, we entered into a purchase agreement (the “2025 LP Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “Investor”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we may sell to Lincoln Park up to $15,000,000 of shares (the “Purchase Shares”) of our common stock, par value $0.015 per share (the “Common Stock”) over the thirty-six (36) month term of the 2025 LP Purchase Agreement. Concurrently with entering into the 2025 LP Purchase Agreement, we also entered into a registration rights agreement with Lincoln Park, pursuant to which we agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2025 LP Purchase Agreement (the “2025 LP Registration Rights Agreement”).
Current report
Beginning one business day following the Commencement Date (as defined below) and thereafter, we may direct Lincoln Park, on any business day selected by us (the “Purchase Date”) to purchase up to 20,000 shares of Common Stock if the closing sale price is not below $0.10 (each, a “Regular Purchase”); provided that the share amount under a Regular Purchase may be increased to up to 25,000 shares, up to 50,000 shares, up to 75,000 or up to 100,000 shares if the closing sale price of the Common Stock is not below $1.50, $1.75, $2.00 or $2.50, respectively, on the business day on which we initiate the Regular Purchase. However, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $500,000. Each Regular Purchase is subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the 2025 LP Purchase Agreement. 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 the Common Stock during the ten (10) business days prior to the Purchase Date. We shall have the right to submit a Regular Purchase notice to the Investor as often as every business day. A Regular Purchase notice is delivered to the Investor after the market has closed (i.e. after 4:00 P.M. Eastern Time) so that the Purchase Price is always fixed and known at the time we elect to sell shares to Lincoln Park.
Current report
In addition to Regular Purchases and provided that we have directed a Regular Purchase in full, we, in our sole discretion, may require Lincoln Park on each Purchase Date to purchase on the following business day (“Accelerated Purchase Date”) up to the lesser of (i) three (3) times the number of shares purchased pursuant to such Regular Purchase or (ii) 30% of the trading volume on the Accelerated Purchase Date (the “Accelerated Purchase”) at a purchase price equal to the lesser of 97% of (i) the closing sale price on the Accelerated Purchase Date, or (ii) the Accelerated Purchase Date’s volume weighted average price (the “Accelerated Purchase Price”). We shall have the right, in our sole discretion, to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase and we may direct multiple Accelerated Purchases in a day provided that delivery of shares has been completed with respect to any prior Regular and Accelerated Purchases that Lincoln Park has purchased.
Current report
We may also direct Lincoln Park, on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the 2025 LP Purchase Agreement, to make additional purchases upon the same terms as an Accelerated Purchase, (an “Additional Accelerated Purchase”).
Current report
The purchase price of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases and the minimum closing sale price for a Regular Purchase will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price. The aggregate number of shares that we can sell to Lincoln Park under the 2025 LP Purchase Agreement may in no case exceed 2,346,371 shares (subject to adjustment as described above) of the Common Stock (which is equal to approximately 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the 2025 LP Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue shares above the Exchange Cap, in which the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the 2025 LP Purchase Agreement equals or exceeds $1.12 per share (subject to adjustment as described above) (which represents the lower of (A) the official closing price of the Common Stock on Nasdaq immediately preceding the signing of the 2025 LP Purchase Agreement and (B) the average official closing price of the Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the 2025 LP Purchase Agreement); provided that at no time may Lincoln Park (together with its affiliates) beneficially own more than 4.99% of our issued and outstanding Common Stock.
Current report
On August 13, 2025 we issued 244,698 shares of Common Stock to Lincoln Park as an initial fee for its commitment to Purchase Shares of our Common Stock under the 2025 LP Purchase Agreement (the “Initial Commitment Shares”). We may issue up to 122,349 additional shares of Common Stock pro-rata in connection with the sale of Purchase Shares (the “Additional Commitment Shares, and together with the Initial Commitment Shares, the “Commitment Shares”). In connection with the 2025 LP Purchase Agreement, we incurred and capitalized $281,403 of equity issuance costs recorded in other current assets on our condensed consolidated balance sheet.
Current report
The 2025 LP Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. Sales under the 2025 LP Purchase Agreement may commence only after certain conditions have been satisfied (the date on which all requisite conditions have been satisfied, the “Commencement Date”), which conditions include the filing of the Registration Statement (as defined below) covering the shares of Common Stock issued or sold by us to Lincoln Park under the 2025 LP Purchase Agreement.
Current report
The 2025 LP Purchase Agreement may be terminated by us at any time after the Commencement Date, at our sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park to terminate the 2025 LP Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Common Stock. Although we have agreed to reimburse Lincoln Park for a limited portion of the fees it incurred in connection with the 2025 LP Purchase Agreement, we did not pay any additional amounts to reimburse or otherwise compensate Lincoln Park in connection with the transaction, other than the issuance of the Commitment Shares.
Current report
There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the our ability to enter into a similar type of agreement involving a “variable rate transaction,” as such term is defined the 2025 LP Purchase Agreement, excluding an “at-the-market transaction,” through the 36-month anniversary of the date of the 2025 LP Purchase Agreement), rights of first refusal, participation rights, penalties or liquidated damages in the 2025 LP Purchase Agreement. We may deliver purchase notices under the 2025 LP Purchase Agreement, subject to market conditions, and in light of our capital needs, from time to time and under the limitations contained in the 2025 LP Purchase Agreement. Any proceeds that we receive under the 2025 LP Purchase Agreement are expected to be used for working capital and general corporate purposes.
Current report
On October 3, 2025 we filed a new registration statement on Form S-1 (the “Registration Statement” with the Securities Exchange Commission (the “SEC”) covering the resale of Common Stock in accordance with the terms of the 2025 LP Registration Rights Agreement.
Current report
2022 Lincoln Park Transaction
Current report
On October 30, 2025, we issued a convertible promissory note and received proceeds of $100,000. The convertible promissory note matures October 30, 2028, bears interest at a rate of 10% per annum and is convertible at $1.67 per share of common stock
Current report
On October 13, 2025, we issued a nonconvertible promissory note and received proceeds of $200,000. The nonconvertible promissory note bears interest at 10% per annum and matures on October 13, 2030.
Removed paragraphs (3)
Previous report
Selling, general and administrative expenses increased by approximately $0.06 million, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, due to the inclusion of Elle and Always Alpha’s selling, general, and administrative expenses of $0.1 million that were not included in the same period of the prior year, and an increase of $0.03 million in travel expenses. The increase is offset by the decrease in office rent expense of $0.08 million from the expiration of two of our leases in December 2024. Selling, general and administrative expenses decreased by approximately $0.15 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease is mainly due to a decrease in office rent expense of $0.1 million from the expiration of two of our leases in December 2024.
Previous report
Impairment of goodwill was approximately $0.2 million for both the three and six months ended June 30, 2024 relating to the goodwill allocated to Viewpoint subsidiary, which ceased operations on June 30, 2024. Goodwill was not impaired for the three and six months ended June 30, 2025. Refer to Note 3 – Goodwill and Intangibles Assets in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional discussion on the impairment.
Previous report
Depreciation and amortization increased by approximately $0.04 million and $0.07 million, for the three and six months ended June 30, 2025, respectively, as compared to the three and six months ended June 30, 2024. The increase in depreciation and amortization expense are related primarily to the amortization of Elle’s intangibles assets, such as the trade name and customers list, during the three and six months ended June 30, 2025, which were not present in the same period of the prior year.
Reworded paragraphs (57)
Previous wording
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 Public 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 (“PR”) and marketing leaders for the industries they serve. 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. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. 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, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.
Current wording
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.”), 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 (“PR”) and marketing leaders for the industries they serve. 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. provides influencer marketing capabilities through divisions dedicated to influencer talent management, brand campaign strategy and execution, and influencer event ideation and production. 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, founded by our Emmy-nominated Chief Executive Officer, Bill O’Dowd, has produced multiple feature films and award-winning digital series, primarily aimed at family and young adult markets.
Previous wording
We have also established an investment strategy, “Ventures” or “Dolphin 2.0,” based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others’ assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. 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.
Current wording
We have also established an investment strategy, “Ventures” or “Dolphin 2.0,” based upon identifying opportunities to develop internally owned assets, or acquire ownership stakes in others’ assets, in the categories of entertainment content, live events and consumer products. We believe these categories represent the types of assets wherein our expertise and relationships in entertainment marketing most influences the likelihood of success. We are in various stages of internal development and outside conversations on a wide range of opportunities within these Ventures. We intend to enter into Venture investments, but there is no assurance that we will be successful in doing so, whether in 2025 or at all.
Previous wording
Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. We believe that we have a stable client base, and we have continued to grow organically through referrals and by actively soliciting new business. We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and six months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers or celebrities and (viii) curating and booking celebrities for live events. For these revenue streams, we collect fees through either fixed fee monthly retainer agreements, fees based on a percentage of contracts or project-based fees.
Current wording
Our revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. We believe that we have a stable client base, and we have continued to grow organically through referrals and by actively soliciting new business. We earn revenues primarily from the following sources: (i) celebrity talent services; (ii) content marketing services under multiyear master service agreements in exchange for fixed project-based fees; (iii) individual engagements for entertainment content marketing services for durations of generally between three and nine months; (iv) strategic communications services; (v) engagements for marketing of special events such as food and wine festivals; (vi) engagement for marketing of brands; (vii) arranging strategic marketing agreements between brands and social media influencers or celebrities and (viii) curating and booking celebrities for live events. For these revenue streams, we collect fees through either fixed fee monthly retainer agreements, fees based on a percentage of contracts or project-based fees.
Previous wording
In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called the Blue Angels. IMAX and Dolphin each agreed to fund 50% of the production budget and we paid $2,250,000 related to production costs of The Blue Angels in connection with this agreement. IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels and during the six months ended June 30, 2024, we recorded $3,421,141 of revenue related to the Amazon Agreement. 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.
Current wording
In June 2022, we entered into an agreement with IMAX Corporation (“IMAX”) to co-produce and co-finance a documentary motion picture on the flight demonstration squadron of the United States Navy called The Blue Angels. IMAX and Dolphin each agreed to fund 50% of the production budget and we paid $2,250,000 related to production costs of The Blue Angels in connection with this agreement. IMAX entered into an acquisition agreement with Amazon Content Services LLC, (the “Amazon Agreement”) for the distribution rights of The Blue Angels and during the nine months ended September 30, 2024, we recorded $3,421,141 of revenue related to the Amazon Agreement. 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 expect to derive additional revenues in 2025 from The Blue Angels documentary from sales in IMAX theatres in museums.
Previous wording
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 a premiere at the Toronto Film Festival in September 2025.
Current wording
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 premiered at the Toronto Film Festival in September 2025.
Previous wording
For the three months ended June 30, 2025 and 2024, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the six months ended June 30, 2024, we generated income in our content production segment related to The Blue Angels documentary motion picture and during the six months ended June 30, 2025, we generated income in our content production segment related to sales of our motion picture Believe released in 2013.
Current wording
For the three months ended September 30, 2025 and 2024, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the nine months ended September 30, 2024, we generated income in our content production segment related to The Blue Angels documentary motion picture and during the nine months ended September 30, 2025, we generated income in our content production segment related to sales of our motion picture, Believe, released in 2013.
Previous wording
The table below sets forth the percentage of total revenue derived from our segments for the three and six months ended June 30, 2025 and 2024:
Current wording
The table below sets forth the percentage of total revenue derived from our segments for the three and nine months ended September 30, 2025 and 2024:
Previous wording
For the three months ended June 30, 2025 and 2024, other expense (income) consisted primarily of: (1) changes in fair value of convertible notes; (2) interest income; and (3) interest expense. For the three and six months ended June 30, 2025, other expense (income) also included loss of extinguishment of debt. For the six months ended June 30, 2024, other expense (income) also included the change in fair value of the outstanding warrants.
Current wording
For the three months ended September 30, 2025 and 2024, other expense (income) consisted primarily of: (1) changes in fair value of convertible notes; (2) interest income; and (3) interest expense. For the nine months ended September 30, 2025, other expense (income) also included loss of extinguishment of debt. For the nine months ended September 30, 2024, other expense (income) also included the change in fair value of the outstanding warrants.
Previous wording
Three and six months ended June 30, 2025 as compared to three and six months ended June 30, 2024
Current wording
Three and nine months ended September 30, 2025 as compared to three and nine months ended September 30, 2024
Previous wording
For the three and six months ended June 30, 2025 and 2024 revenues were as follows:
Current wording
For the three and nine months ended September 30, 2025 and 2024 revenues were as follows:
Previous wording
Revenues from entertainment publicity and marketing increased by approximately $2.6 million for the three months ended June 30, 2025, as compared to the same period in the prior year. The increase for the three months ended June 30, 2025, is primarily driven by the inclusion of approximately $0.9 million in revenues of Elle that were not present in 2024, an increase in revenues of approximately $0.8 million in The Digital Dept., an increase in revenues of approximately $0.6 million in Special Projects, and an increase of revenue of approximately $0.3 million in The Door, offset by a decrease in the revenues of Viewpoint that ceased operations during the three months ended June 30, 2024. Revenue from entertainment publicity and marketing increased by $2.9 million for the six months ended June 30, 2025, as compared to the same period in the prior year. The increase for the six months ended June 30, 2025, is primarily driven by the inclusion of $1.8 million in revenues of Elle that were not present in 2024, an increase of $1.5 million in The Digital Dept., and an increase in revenues of approximately $0.6 million in revenues of Special Projects, offset by a decrease in revenues of Viewpoint that ceased operations during the three months ended June 30, 2024.
Current wording
Revenues from entertainment publicity and marketing increased by approximately $2.1 million for the three months ended September 30, 2025, as compared to the same period in the prior year, primarily driven by an increase in revenues attributed to organic growth across substantially all of our subsidiaries. Revenue from entertainment publicity and marketing increased by $5.0 million for the nine months ended September 30, 2025, as compared to the same period in the prior year. The increase for the nine months ended September 30, 2025, is primarily driven by the inclusion of $2.1 million in revenues from Elle and Always Alpha that were not present for the first six months in 2024, increase of approximately $4.3 million in the revenues of Shore Fire, Special Projects, The Digital Dept and The Door, offset by a decrease in revenues of 42West of $0.8 million and a decrease in revenues of Viewpoint that ceased operations during the nine months ended September 30, 2024.
Previous wording
Revenues from content production decreased by approximately $3.3 million during the six months ended June 30, 2025, compared to the same period in the prior year. The decrease was related to revenue from the Amazon Agreement for The Blue Angels documentary film that was released in 2024.
Current wording
Revenues from content production decreased by approximately $3.3 million during the nine months ended September 30, 2025, compared to the same period in the prior year. The decrease was related to revenue from the Amazon Agreement for The Blue Angels documentary film that was released in 2024.
Previous wording
For the three and six months ended June 30, 2025 and 2024, our expenses were as follows:
Current wording
For the three and nine months ended September 30, 2025 and 2024, our expenses were as follows:
Previous wording
Direct costs increased by approximately $0.5 million in the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase of direct costs is attributed to cost incurred of approximately $0.3 million for The Digital Dept. showrooms, during the three months ended June 30, 2025. Direct costs decreased by approximately $1.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The decrease in direct costs for the six months ended June 30, 2025 is directly attributable to approximately $1.8 million of capitalized production costs being amortized for the production costs of The Blue Angels that was recorded during the six months ended June 30, 2024. The decrease was offset by an increase of direct cost of approximately $0.4 million for The Digital Dept. event. During the six months ended June 30, 2025, the Company did not amortize capitalized production costs related to The Blue Angels documentary film.
Current wording
Direct costs increased by approximately $0.4 million in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase of direct costs is attributed to cost incurred of approximately $0.3 million for The Digital Dept. events, and $0.1 million for Special Projects during the three months ended September 30, 2025. Direct costs decreased by approximately $1.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The decrease in direct costs for the nine months ended September 30, 2025 is directly attributable to approximately $1.8 million of capitalized production costs amortized for the production costs of The Blue Angels that was recorded during the nine months ended September 30, 2024. The decrease was offset by an increase of direct costs of approximately $0.7 million for The Digital Dept. events. During the nine months ended September 30, 2025, the Company did not amortize capitalized production costs related to The Blue Angels documentary film.
Previous wording
Payroll and benefits expenses increased by approximately $1.1 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to the inclusion of the Elle and Always Alpha payroll expenses of approximately $0.9 million in the three months ended June 30, 2025. Payroll and benefits increased by approximately $1.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to the inclusion of the Elle and Always Alpha payroll expenses of approximately $1.9 million in the six months ended June 30, 2025.
Current wording
Payroll and benefits expenses increased by approximately $0.8 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to an increase in payroll expenses for Always Alpha, Special Projects, The Digital Dept. and The Door to support the increase in revenue of those subsidiaries. Payroll and benefits increased by approximately $2.7 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to the inclusion of the Elle and Always Alpha payroll expenses of approximately $2.2 million in the nine months ended September 30, 2025.
Previous wording
Acquisition costs for the six months ended June 30, 2025 were approximately $0.4 million, related to an agreed upon payment to the Special Projects Sellers related to the working capital adjustment. There were no acquisition costs recorded for the three months ended June 30, 2025 and the three and six months ended June 30, 2024.
Current wording
Acquisition costs for the nine months ended September 30, 2025 were approximately $0.4 million, related to an agreed upon payment to the sellers of Special Projects related to the working capital adjustment. Acquisition costs for the three and nine months ended September 30, 2024 were $0.1 million and $0.2 million, respectively, related to our acquisition of Elle on July 15, 2024.
Previous wording
Legal and professional fees increased by approximately $0.04 million for the three months ended June 30, 2025, as compared to same period of the prior year. The increase is primarily due to legal fees incurred in connection with employee related contracts. Legal and professional fees decreased by $0.1 million for the six months ended June 30, 2025 as compared to the same period in the prior year. The decrease is primarily due to a decrease in the usage of consultants for our financial reporting.
Current wording
Legal and professional fees increased by approximately $0.2 million and $0.1 million, respectively, for the three months and nine months ended September 30, 2025, as compared to same period of the prior year. The increase is primarily due to legal fees incurred in connection with ongoing litigation with the seller of Socialyte.
Previous wording
Change in fair value of convertible notes– We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three and six months ended June 30, 2025, we recorded a gain in the change in fair value of the convertible note issued in 2020 in the amount of $0.05 million and $0.07 million, respectively. For the three and six months ended June 30, 2024, we recorded a gain in fair value of the convertible note issued in 2020 in the amount of $0.04 million and $0.07 million, respectively. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.
Current wording
Change in fair value of convertible notes– We elected the fair value option for one convertible note issued in 2020. The fair value of this convertible note is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended September 30, 2025, we recorded a loss in the change in fair value of the convertible note issued in 2020 in the amount of $0.05 million and for the nine months ended September 30, 2025, we recorded a gain in change of fair value of the convertible notes issued in 2020 in the amount of $0.02 million. For the three months ended September 30, 2024, we recorded a loss in change in fair value of convertible notes issued in 2020 in the amount of $0.01 million, and for the nine months ended September 30, 2024, we recorded a gain in the change of fair value of the convertible notes issued in 2020 in the amount of $0.06 million. None of the decrease in the value of the convertible note was attributable to instrument specific credit risk and as such, all the gain or loss in the change in fair value was recorded within net loss.
Previous wording
Change in fair value of warrant– 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. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the six months ended June 30, 2024. For the three and six months ended June 30, 2025 and the three months ended June 30, 2024, there was no change in fair value. The warrant expires on September 4, 2025.
Current wording
Change in fair value of warrant– The warrant issued with the convertible note payable at fair value issued in 2020 was 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. The warrant expired on September 4, 2025. The change in fair value of the 2020 warrant that was not exercised decreased minimally for the nine months ended September 30, 2024. For the three and nine months ended September 30, 2025 and the three months ended September 30, 2024, there was no change in fair value.
Previous wording
Loss on extinguishment of debt – On May 12, 2025, we exchanged three nonconvertible promissory notes held by our CEO for three convertible promissory notes. We determined that the transaction should be accounted for as an extinguishment of debt and recorded a loss on the extinguishment of debt of $0.8 million for the difference between the carrying value of the nonconvertible notes payable and the fair value of the convertible notes payable on May 12, 2025.
Current wording
Loss on extinguishment of debt – On May 12, 2025, we exchanged three nonconvertible promissory notes held by Dolphin Entertainment LLC, (“DE LLC”) an entity wholly owned by our Chief Executive Officer (“CEO”), Bill O’Dowd, for three convertible promissory notes. We determined that the transaction should be accounted for as an extinguishment of debt and recorded a loss on the extinguishment of debt of $0.8 million for the nine months ended September 30, 2025, for the difference between the carrying value of the nonconvertible notes payable and the fair value of the convertible notes payable on May 12, 2025.
Previous wording
Interest income– The increase of interest income was inconsequential for the three and six months ended June 30, 2025 as compared to same period of the prior year.
Current wording
Interest income– The increase of interest income was inconsequential for the three and nine months ended September 30, 2025 as compared to same period of the prior year.
Previous wording
Interest expense– Interest expense increased by approximately $0.04 million and $0.1 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to the new convertible and nonconvertible notes entered into during the six months ended June 30, 2025 and the second term loan outstanding during 2025 as compared to the same period in the prior year.
Current wording
Interest expense– Interest expense increased by approximately $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, as compared to the same periods in the prior year. The increases were primarily due to the new convertible and nonconvertible notes entered into during the three and nine months ended September 30, 2025 and the second term loan outstanding during 2025 as compared to the same period in the prior year.
Previous wording
We recorded an income tax expense of approximately $0.02 million and $0.04 million for the three and six months ended June 30, 2025, respectively, and approximately $0.02 million and $0.05 million for the three and six months ended June 30, 2024, respectively, which reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).
Current wording
We recorded an income tax expense of approximately $0.04 million for each of the nine months ended September 30, 2025 and 2024. The income tax expense reflects the accrual of a valuation allowance in connection with the limitations of our indefinite lived tax assets to offset our indefinite lived tax liabilities. To the extent the tax assets are unable to offset the tax liabilities, we have recorded a deferred expense for the tax liability (a “naked credit”).
Previous wording
Net loss was approximately $1.4 million or $(0.13) per share based on 11,168,572 weighted average shares outstanding for basic loss per share and $1.5 million or $(0.13) per share based on 11,232,511 fully diluted loss per share, for the three months ended June 30, 2025. Net loss was approximately $1.62 million or $(0.17) per share based on 9,723,155 weighted average shares outstanding for basic loss per share and $1.65 million or $(0.17) fully diluted loss per share based on 9,787,094 weighted average shares for the three months ended June 30, 2024. The change in net loss for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, is related to the factors discussed above.
Current wording
Net loss was approximately $0.4 million or $(0.03) per share based on 11,770,195 weighted average shares outstanding for both basic loss per share and diluted loss per share for the three months ended September 30, 2025. Net loss was approximately $8.7 million or ($0.80) per share based on 10,930,286 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended September 30, 2024. The change in net loss for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, is related to the factors discussed above.
Previous wording
Net loss was approximately $3.7 million or $(0.33) per share based on 11,166,596 weighted average shares outstanding for basic loss per share and $3.8 million or $(0.34) per share based on 11,230,535 for fully diluted loss per share, for the six months ended June 30, 2025. Net loss was approximately $1.95 million or $(0.20) per share based on 9,481,034 weighted average shares outstanding for basic loss per share and was approximately $2.0 million or $(0.20) per share based on 9,544,973 for fully diluted loss per share for the six months ended June 30, 2024. The change in net loss for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, is related to the factors discussed above.
Current wording
Net loss was approximately $4.1 million or $(0.36) per share based on 11,370,007 weighted average shares outstanding for both basic loss per share and diluted loss per share, for the nine months ended September 30, 2025. Net loss was approximately $10.6 million or ($1.07) per share based on 9,964,607 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the nine months ended September 30, 2024. The change in net loss for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, is related to the factors discussed above.
Previous wording
Cash used in operating activities was approximately $0.2 million for the six months ended June 30, 2025, a change of approximately $0.9 million from cash provided by operating activities of approximately $0.7 million for six months ended June 30, 2024. The increase in cash used in operating activities was primarily a result of an approximately $2.1 million increase in net loss for the period, a decrease of approximately $1.5 million non-cash items such as depreciation and amortization, bad debt expense, share-based compensation, loss on extinguishment of debt, amortization of capitalized production costs, and other non-cash losses, which was offset by an increase of approximately $2.5 million net change in working capital.
Current wording
Cash used in operating activities was approximately $2.6 million for the nine months ended September 30, 2025, a change of approximately $1.6 million from cash used in operating activities of approximately $1.0 million for nine months ended September 30, 2024. The increase in cash used in operating activities was primarily a result of a decrease of approximately $2.7 million in non-cash items such as impairment of goodwill and notes receivable, share-based compensation, amortization of capitalized production costs, and other non-cash losses, which was offset by an increase of approximately $1.1 million net change in working capital.
Previous wording
Cash flows used in investing activities for the six months ended June 30, 2025 was inconsequential. Cash flows used in investing activities for the six months ended June 30, 2024 were $1.13 million, mainly related to the issuance of notes receivable to Midnight Theatre, a prior joint venture.
Current wording
Cash flows used in investing activities for the nine months ended September 30, 2025 was inconsequential. Cash flows used in investing activities for the nine months ended September 30, 2024 were $2.5 million, mainly related to the net issuance of $1.3 million of notes receivable to Midnight Theatre, and $1.2 million payment related to the acquisition of Elle, net of cash acquired.
Previous wording
Cash flows provided by financing activities for the six months ended June 30, 2025 were approximately $0.7 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the nine months ended September 30, 2025 were approximately $2.2 million, which mainly related to:
Previous wording
Cash flows provided by financing activities for the six months ended June 30, 2024 were approximately $2.8 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the nine months ended September 30, 2024 were approximately $2.5 million, which mainly related to:
Previous wording
Total debt amounted to $23.5 million as of June 30, 2025, compared to $22.4 million as of December 31, 2024, an increase of $1.1 million, primarily related to an increase in convertible and nonconvertible promissory notes, offset by the repayment of the term loan.
Current wording
Total debt amounted to $25.4 million as of September 30, 2025, compared to $22.4 million as of December 31, 2024, an increase of $3.0 million, primarily related to an increase in convertible and nonconvertible promissory notes, offset by the repayment of the term loan.
Previous wording
Our debt obligations in the next twelve months from June 30, 2025 are approximately $5.6 million. 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.
Current wording
Our debt obligations in the next twelve months from September 30, 2025 are approximately $6.0 million. 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.
Previous wording
During the three and six months ended June 30, 2025, we did not sell shares of common stock under the LP 2022 Purchase Agreement. During the three and six months ended June 30, 2024, the Company sold 300,000 and 475,000 shares of its common stock, respectively, at prices ranging between $2.14 and $3.06 and received proceeds of $690,100 and $1,185,300, respectively.
Current wording
During the three and nine months ended September 30, 2025, we did not sell shares of common stock under the LP 2022 Purchase Agreement. During the three months ended September 30, 2024, the Company did not sell shares of common stock. During the nine months ended September 30, 2024, the Company sold 475,000 shares of its common stock, at prices ranging between $2.14 and $3.06 and received proceeds of $1,185,300. The LP 2022 Purchase Agreement expired on September 20, 2025.
Previous wording
As of June 30, 2025, we had twenty-four convertible notes payable outstanding. 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.
Current wording
As of September 30, 2025, we had thirty-one convertible notes payable outstanding. 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.
Previous wording
Subsequent to June 30, 2025, we issued three convertible notes payable and received proceeds of $450,000. The convertible promissory notes bear interest of 10% per annum. One note matures three years from its issuance date and the other two notes mature four years from their issuance date. On July 7, 2025 and July 23, 2025, a holder of a convertible note payable that had been issued in 2022 with a principal balance of $500,000 converted the convertible note payable into an aggregate of 463,861 shares of our common stock. On July 23, 2025, another holder of a convertible notes payable issued on January 16, 2025 with a principal balance of $100,000 converted the convertible note payable into 91,744 shares of our common stock.
Current wording
In two tranches, on July 7, 2025 and July 23, 2025, a holder of a convertible note payable that had been issued in 2022 with a principal balance of $500,000 converted the convertible note payable into an aggregate of 463,861 shares of our common stock. On July 23, 2025, another holder of a convertible note payable issued on January 16, 2025 with a principal balance of $100,000 converted the convertible note payable into 91,744 shares of our common stock.
Previous wording
We recorded interest expense related to these convertible notes payable of $165,251 and $127,750 during the three months ended June 30, 2025 and 2024, respectively, and $301,251 and $255,250, respectively, during the six months ended June 30, 2025 and 2024. In addition, the we made cash interest payments amounting to $286,212 and $255,250, respectively, during the three months ended June 30, 2025 and 2024, related to the convertible notes payable.
Current wording
We recorded interest expense related to these convertible notes payable of $179,028 and $127,500 during the three months ended September 30, 2025 and 2024, respectively, and $480,279 and $382,750, respectively, during the nine months ended September 30, 2025 and 2024. In addition, we made cash interest payments amounting to $457,612 and $382,750, respectively, during the three months ended September 30, 2025 and 2024, related to the convertible notes payable.
Previous wording
As of June 30, 2025 and December 31, 2024, the principal balance of the convertible notes payable of $6.5 million and $5.1 million was recorded in noncurrent liabilities under the caption “Convertible notes payable” and $0.5 million was recorded in current liabilities under the same caption as of June 30, 2025 on our condensed consolidated balance sheets.
Current wording
As of September 30, 2025 and December 31, 2024, the principal balance of the convertible notes payable of $7.3 million and $5.1 million was recorded in noncurrent liabilities under the caption “Convertible notes payable” and $0.5 million was recorded in current liabilities under the same caption as of September 30, 2025 and December 31, 2024 on our condensed consolidated balance sheets.
Previous wording
We had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of June 30, 2025 for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.
Current wording
We had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of September 30, 2025 for which we elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, we record the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations.
Previous wording
We had a balance of $250,000 and $320,000 in noncurrent liabilities as of June 30, 2025, and December 31, 2024, respectively, on our condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.
Current wording
We had a balance of $300,000 and $320,000 in noncurrent liabilities as of September 30, 2025, and December 31, 2024, respectively, on our condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.
Previous wording
We recorded a gain in fair value of $50,000 and $40,000 for the three months ended June 30, 2025 and 2024, respectively, and a gain of $70,000 and $65,000 for the six months ended June 30, 2025 and 2024 on our condensed consolidated statements of operations related to this convertible promissory note payable at fair value.
Current wording
We recorded a loss in fair value of $50,000 and $10,000 for the three months ended September 30, 2025 and 2024, respectively, and a gain of $20,000 and $55,000 for the nine months ended September 30, 2025 and 2024 on our condensed consolidated statements of operations related to this convertible promissory note payable at fair value.
Previous wording
We recorded interest expense related to this convertible note payable at fair value of $9,863 for each of the three months ended June 30, 2025 and 2024, and $19,726 for both the six months ended June 30, 2025 and 2024. In addition, we made cash interest payments amounting to $19,726 for both the three months ended June 30, 2025 and 2024, related to the convertible promissory note at fair value.** **
Current wording
We recorded interest expense related to this convertible note payable at fair value of $9,863 for each of the three months ended September 30, 2025 and 2024, and $29,589 for both the nine months ended September 30, 2025 and 2024. In addition, we made cash interest payments amounting to $29,589 for both the nine months ended September 30, 2025 and 2024, related to the convertible promissory note at fair value.** **
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