Dolphin Entertainment, Inc.
For the period ended Mar 31, 2026. Filed May 12, 2026.
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.
Mar 31, 2026 · Filed May 12, 2026
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 2025-09-30; filed 2025-11-12.
0001079973-25-001694
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-12.
0001079973-26-000645
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 131 previous paragraphs and 115 current paragraphs.
47 unchanged; 54 reworded; 14 added; 28 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 19 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 (14)
Current report
Talent – We earn fees from creating and implementing strategic communication campaigns for performers and entertainers, including Oscar, Tony and Emmy winning film, theater and television stars, directors, producers, celebrity chefs and Grammy winning recording artists. Our services in this area include ongoing strategic counsel, media relations, studio and/or network liaison work, and event and tour support. We believe that the proliferation of content, both traditional and on social media, will lead to an increasing number of individuals seeking such services, which will drive growth and revenue in our Talent departments for several years to come.
Current report
Entertainment Marketing and Brand Strategy – We earn fees from providing marketing direction, public relations counsel and media strategy for entertainment content (including theatrical films, television programs, DVD and VOD releases, and online series) from virtually all the major studios and streaming services, as well as content producers ranging from individual filmmakers and creative artists to production companies, film financiers, DVD distributors, and other entities. In addition, we provide entertainment marketing services in connection with film festivals, food and wine festivals, awards campaigns, event publicity and red-carpet management. As part of our services, we offer marketing and publicity services tailored to reach diverse audiences. We also provide marketing direction targeted to the ideal consumer through a creative public relations and creative brand strategy for hotel and restaurant groups.
Current report
Strategic Communications – We earn fees by advising companies looking to create, raise or reposition their public profiles, primarily in the entertainment industry. We also help studios and filmmakers deal with controversial movies, as well as high-profile individuals address sensitive situations. We believe that growth in the Strategic Communications division will be driven by increasing demand for these varied services by traditional and non-traditional media clients who are expanding their activities in the content production, branding, and consumer products PR sectors.
Current report
Digital Media Influencer Marketing Campaigns – We arrange strategic marketing agreements between brands and social media influencers, for both organic and paid campaigns. We also offer services for social media activations at events. Our services extend beyond our own captive influencer network, and we manage custom campaigns targeting specific demographics and locations, from ideation to delivery of results reports. We expect that our relationship with social media influencers will provide us the ability to offer these services to our existing clients in the entertainment and consumer products industries and will be accretive to our revenue.
Current report
Celebrity Booking and Live Event Programming – We arrange for brands and events to book celebrity and influencer talent. Our services include the creation of the strategy to elevate the brand or event through celebrity and/or influencer inclusion, to the booking of celebrities and influencers for commercial endorsements or appearances, to the curation of event lists and securing attendance, to the coordination and production of live events. We believe the expansion of brands seeking celebrity and/or influencer endorsements, as well as celebrity and/or influencers to attend brand-sponsored live events, will drive growth and revenue for the next several years.
Current report
During the three months ended March 31, 2026, we entered into an agreement with YB Aircraft Productions Inc. (“YB”) to acquire the licensing rights to distribute Youngblood movie worldwide, with the exception of Canada, and agreed to pay YB a guaranteed, non-refundable advance of $700,000, payable in two equal installments of $350,000 each, on August 31, 2026 and February 28, 2027. The $700,000 advance to YB was recorded in direct costs in our condensed consolidated statement of operations for the three months ended March 31, 2026. We also entered into a distribution agreement with Well Go USA, Inc. (“Well Go”) to distribute the film across all media in the United States. The agreement provides for a $450,000 guaranteed, non-refundable advance against the revenues from distribution of Youngblood upon delivery of the film to Well Go. The film was released in theaters on March 6, 2026 and the Company recorded revenues of $450,000 from the minimum guaranteed advance for the three months ended March 31, 2026.
Current report
Other Income and Expenses
Current report
For the three months ended March 31, 2026 and 2025, other income and expenses consisted primarily of: (1) changes in fair value of convertible notes and (2) interest expense, net.
Current report
Direct costs increased by approximately $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in direct costs for the three months ended March 31, 2026 is primarily attributable to a minimum guaranteed payment of $0.7 million to YB for the practically worldwide (excluding Canada) distribution rights of Youngblood, which was released in theatres on March 6, 2026, offset by a decrease in production costs of events in our EPM segment of approximately $0.3 million.
Current report
Payroll and benefits expenses increased by approximately $0.4 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to $0.8 million increase in workforce and employee cost of living pay increases. This increase was offset by the exclusion of $0.4 million of Always Alpha payroll and benefits. Always Alpha was sold in November 2025.
Current report
Other Expenses
Current report
Interest expense, net– Interest expense, net remained consistent for the three months ended March 31, 2026 and 2025.
Current report
On January 26, 2026, March 9, 2026 and March 18, 2026, three holders of three convertible notes payable with an aggregate principal balance of $310,000 converted the full principal amount of each of the convertible promissory notes payable into an aggregate of 291,672 shares of our common stock, pursuant to the provisions of their respective convertible notes payable. On January 8, 2026, we issued a convertible note payable in the amount of $50,000 and received proceeds of $50,000. The note bears interest at a rate of 10% per annum, may be converted at a price of $1.60 per share and matures on the fourth anniversary of its issuance date. On May 1, 2026, the holder of two convertible promissory notes converted the aggregate principal balance of $500,000 and accrued interest of $4,167 into 504,167 shares of our common stock pursuant to the convertible notes payable.
Current report
Nonconvertible Promissory Note from Related Parties
Removed paragraphs (28)
Previous 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.
Previous report
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 report
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 report
Other (Expense) Income
Previous report
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 report
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 report
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 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.
Previous report
Other Expense (Income), net
Previous report
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 report
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 report
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 report
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 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.
Previous 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.
Previous 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”).
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
2022 Lincoln Park Transaction
Previous report
On August 10, 2022, we entered into a purchase agreement (the “LP 2022 Purchase Agreement”) and a registration rights agreement (the “LP 2022 Registration Rights Agreement”) with Lincoln Park, pursuant to which we could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $25,000,000 in value of shares of our common stock from time to time over a 36-month period.
Previous report
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 report
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 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
Previous 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.
Previous report
Promissory Notes from Related Parties
Previous report
Dolphin Entertainment, LLC Notes
Reworded paragraphs (54)
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.”), 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”), Elle Communications, LLC (“Elle”), The Digital Dept, LLC (“The Digital Dept.”) and Special Projects Media, LLC (“Special Projects”) 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 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 in 2025. 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. 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, 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 during 2026, but there is no assurance that we will be successful in doing so, whether in 2026 or at all.
Previous wording
We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production. The content production segment is composed of Dolphin Films and Dolphin Digital Studios, which produce and distribute feature films and digital content.
Current wording
We operate in two reportable segments: our entertainment publicity and marketing segment and our content production segment. The entertainment publicity and marketing segment is composed of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, and Elle, and provides clients with diversified services, including public relations, entertainment content marketing, strategic communications, influencer marketing, celebrity booking and live event production. The content production segment is composed of Dolphin Films and Dolphin Digital Studios, which produce and distribute feature films and digital content.
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 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.
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 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.
Previous 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.
Current wording
For the three months ended March 31, 2026 and 2025, we derived a majority of our revenues from our entertainment publicity and marketing segment. During the three months ended March 31, 2026, we generated income in our content production segment related to Youngblood.
Previous 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:
Current wording
The table below sets forth the percentage of total revenue derived from our segments for the three months ended March 31, 2026 and 2025:
Previous wording
Three and nine months ended September 30, 2025 as compared to three and nine months ended September 30, 2024
Current wording
Three months ended March 31, 2026 as compared to three months ended March 31, 2025
Previous wording
For the three and nine months ended September 30, 2025 and 2024 revenues were as follows:
Current wording
For the three months ended March 31, 2026 and 2025 revenues were as follows:
Previous 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.
Current wording
Revenues from entertainment publicity and marketing increased by approximately $0.3 million for the three months ended March 31, 2026, respectively, as compared to the same period in the prior year. The increase for the three months ended March 31, 2026, in revenue is attributed to organic growth across substantially all of our subsidiaries.
Previous 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.
Current wording
Revenues from content production increased by approximately $0.4 million during the three months ended March 31, 2026, compared to the same period in the prior year. The increase was related to revenue from the distribution of Youngblood which was released in theaters on March 6, 2026. During the three months ended March 31, 2025, we recognized $0.1 million from the Believe film released in 2013.
Previous wording
For the three and nine months ended September 30, 2025 and 2024, our expenses were as follows:
Current wording
For the three months ended March 31, 2026 and 2025, our expenses were as follows:
Previous wording
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 wording
Selling, general and administrative expenses increased by approximately $0.3 million, for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase is mainly due to $0.1 increase in bad debt expense and $0.1 million increase in dues and subscriptions and computer expense.
Previous 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.
Current wording
Acquisition costs for the three months ended March 31, 2025 were $0.4 million, related to an agreed upon payment with the sellers of Special Projects related to the working capital adjustment. There was no acquisition costs recorded for the three months ended March 31, 2026.
Previous wording
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 wording
Depreciation and amortization remained consistent for the three months ended March 31, 2026 as compared to the three ended March 31, 2025.
Previous 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.
Current wording
Legal and professional fees increased by $0.3 million for the three months ended March 31, 2026, as compared to same period of the prior year. The increase is primarily due to the litigation with the sellers of Socialyte. Refer to Note 12 to the condensed consolidated financial statements elsewhere on this Quarterly Report on Form 10-Q for additional information.
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 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.
Current wording
Change in fair value of convertible notes– We elected the fair value option for one convertible note payable issued in 2020. The fair value of this convertible note payable is remeasured at every balance sheet date and any changes are recorded on our condensed consolidated statements of operations. For the three months ended March 31, 2026 and 2025, we recorded a gain in the change in fair value of the convertible note payable issued in 2020 in the amount of $10.0 thousand and $20.0 thousand, 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.
Previous 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”).
Current wording
We recorded an income tax expense of approximately $17.7 thousand for the three months ended March 31, 2026, respectively, and approximately $21.5 thousand for the three months ended March 31, 2025, 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”).
Previous 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.
Current wording
Net loss was approximately $2.7 million or $(0.22) per share based on 12,327,974 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended March 31, 2026. Net loss was approximately $2.3 million or $(0.21) per share based on 11,162,026 weighted average shares outstanding for both basic loss per share and fully diluted loss per share, for the three months ended March 31, 2025. The change in net loss for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, is related to the factors discussed above.
Previous 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.
Current wording
Cash used in operating activities was $2.0 million for the three months ended March 31, 2026, a change of $0.3 million from cash used in operating activities of $1.7 million for three months ended March 31, 2025. The increase in cash used in operating activities was primarily a result of a $0.4 million increase in net loss for the period, and the net change in working capital.
Previous 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.
Current wording
Cash flows used in investing activities for the three months ended March 31, 2026 and 2025 were inconsequential.
Previous wording
Cash flows provided by financing activities for the nine months ended September 30, 2024 were approximately $2.5 million, which mainly related to:
Current wording
Cash flows used in financing activities for the three months ended March 31, 2026 were $0.4 million, which mainly related to:
Previous wording
Cash flows provided by financing activities for the nine months ended September 30, 2025 were approximately $2.2 million, which mainly related to:
Current wording
Cash flows provided by financing activities for the three months ended March 31, 2025 were $0.6 million which mainly related to:
Previous 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.
Current wording
Total debt amounted to $23.8 million as of March 31, 2026, compared to $24.5 million as of December 31, 2025, a decrease of $0.7 million, primarily related to the conversion of three convertible notes and the repayment of the term loan.
Previous 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.
Current wording
Our debt obligations in the next twelve months from March 31, 2026 increased to $7.3 million from $7.0 million in December 31, 2025, mainly related to an increase in the current portion of the Bank United Credit Facility (defined below in “BankUnited Loan Agreements – Refinancing Transaction”) in the amount of $40.0 thousand and a net increase in the current portion of convertible and nonconvertible notes payable in the amount of $0.3 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
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 wording
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, 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”). 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 our common stock in accordance with the terms of the 2025 LP Registration Rights Agreement. The registration statement became effective on December 1, 2025.
Previous wording
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 wording
For the three months ended March 31, 2026, we did not sell any shares of common stock to Lincoln Park under the 2025 LP Purchase Agreement.
Previous 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.
Current wording
During the three months ended March 31, 2026 and 2025 we issued one and six convertible notes payable and received proceeds of $50,000 and $775,000, respectively. As of March 31, 2026, we had twenty-nine convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% per annum, with initial maturity dates ranging between the second anniversary and the sixth anniversary of their respective issuances.
Previous 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.
Current wording
As of March 31, 2026 the principal balance of $1,550,000 and $5,900,000 related to the convertible notes payable was recorded in current and noncurrent liabilities, respectively, on its condensed consolidated balance sheet under the caption convertible notes payable. As of December 31, 2025 the principal balance of $1,250,000 and $6,460,000 related to the convertible notes payable was recorded in current and noncurrent liabilities, respectively, on its condensed consolidated balance sheet under the caption convertible notes payable.
Previous 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.
Current wording
We recorded interest expense related to these convertible notes payable of $191,136 and $136,000 during the three months ended March 31, 2026 and 2025, respectively. In addition, we made cash interest payments amounting to $192,528 and $129,556, respectively, during the three months ended March 31, 2026 and 2025, related to the convertible notes payable.
Previous 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.
Current wording
We had one convertible promissory note outstanding with aggregate principal amount of $500,000 as of March 31, 2026 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.
Previous 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.
Current wording
We had a balance of $260,000 and $270,000 in noncurrent liabilities as of March 31, 2026, and December 31, 2025, respectively, on our condensed consolidated balance sheets related to the convertible promissory note payable measured at fair value.
Previous 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.
Current wording
We recorded a gain in fair value of $10,000 and $20,000 for the three months ended March 31, 2026 and 2025, respectively, on our condensed consolidated statements of operations related to this convertible promissory note 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 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.** **
Current wording
We recorded interest expense related to this convertible note payable at fair value of $9,863 for both the three months ended March 31, 2026 and 2025. In addition, we made cash interest payments amounting to $9,863 for both the three months ended March 31, 2026 and 2025, related to the convertible note payable at fair value.
Previous wording
During the nine months ended September 30, 2025, we issued three unsecured nonconvertible promissory notes and received proceeds of $800,000. As of September 30, 2025, we had eight outstanding unsecured nonconvertible promissory notes in the aggregate amount of $4,680,000, which bear interest at a rate of 10% per annum and mature between November 2025 and August 2030.
Current wording
During the three months ended March 31, 2025, we issued a nonconvertible promissory note and received proceeds $250,000. We did not issue new nonconvertible promissory notes during the three months ended March 31, 2026. As of March 31, 2026, we had eleven outstanding unsecured nonconvertible promissory notes in the aggregate amount of $5,080,000, which bear interest at a rate of 10% per annum and mature between November 2026 and October 2030.
Previous wording
As of September 30, 2025 and December 31, 2024, we had a balance of $350,000 and $750,000, respectively, recorded as current liabilities and $4,330,000 and $3,130,000, respectively, in noncurrent liabilities on our condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.
Current wording
As of both March 31, 2026 and December 31, 2025, we had a balance of $500,000, recorded as current liabilities and $4,580,000 in noncurrent liabilities on our condensed consolidated balance sheets related to these unsecured nonconvertible promissory notes.
Previous wording
We recorded interest expense related to these nonconvertible promissory notes of $112,625 and $97,000 for the three months ended September 30, 2025 and 2024, respectively, and $316,375 and $291,000 for the nine months ended September 30, 2025 and 2024, respectively. We made interest payments of $309,917 and $291,000 during the nine months ended September 30, 2025 and 2024, respectively, related to the unsecured nonconvertible promissory notes.
Current wording
We recorded interest expense related to these nonconvertible promissory notes of $127,000 and $99,083 for the three months ended March 31, 2026 and 2025, respectively. We made interest payments of $125,778 and $97,000 for the three months ended March 31, 2026 and 2025, respectively, related to the nonconvertible promissory notes.
Previous wording
In connection with the purchase agreement for the acquisition of Socialyte (“Socialyte Purchase Agreement”), we entered into a promissory note with the seller of Socialyte (“the Socialyte Promissory Note”) amounting to $3,000,000. The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1,500,000 on June 30, 2023 and $1,500,000 on September 30, 2023. The Socialyte Promissory Note carries an interest of 4% per annum, which accrues monthly, and all accrued interest was to be due and payable on September 30, 2023.
Current wording
In connection with the purchase agreement for the acquisition of Socialyte (“Socialyte Purchase Agreement”), we entered into a promissory note with the sellers of Socialyte (“the Socialyte Promissory Note”) amounting to $3,000,000. The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $1,500,000 on June 30, 2023 and $1,500,000 on September 30, 2023. The Socialyte Promissory Note carries an interest of 4% per annum, which accrues monthly, and all accrued interest was to be due and payable on September 30, 2023.
Previous wording
The Socialyte Purchase Agreement allows us to offset a working capital deficit against the Socialyte Promissory Note. As such, we deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. We filed a lawsuit against the seller of Socialyte and certain of its principals related to the Socialyte Purchase Agreement. See Note 14 to these unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
The Socialyte Purchase Agreement allows us to offset a working capital deficit against the Socialyte Promissory Note. As such, we deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. We filed a lawsuit against the seller of Socialyte and certain of its principals related to the Socialyte Purchase Agreement. See Note 12 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
We recorded interest expense related to this Socialyte Promissory Note of $30,000 for the three months ended September 30, 2025 and 2024, and $90,000 for the nine months ended September 30, 2025 and 2024. No interest payments were made during the nine months ended September 30, 2025 and 2024, related to the Socialyte Promissory Note.
Current wording
We recorded interest expense related to this Socialyte Promissory Note of $30,000 for the three months ended March 31, 2026 and 2025, respectively. No interest payments were made during the three months ended March 31, 2026 and 2025, related to the Socialyte Promissory Note.
Previous wording
We issued DE LLC, a nonconvertible promissory note with a principal balance of $1,107,873 which matures on December 31, 2026. On April 29, 2024 and June 10, 2024, we issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bear interest at a rate of 10% per annum.
Current wording
On June 21, 2021, we issued Dolphin Entertainment LLC (“DE LLC”), an entity wholly owned by our CEO, Bill O’Dowd, a nonconvertible promissory note with a principal balance of $1,107,873 which was to mature on December 31, 2026. On April 29, 2024 and June 10, 2024, we issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which were to mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bore interest at a rate of 10% per annum.
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Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.