DLPN

MKT CAP $13.5MP/E —DIV YIELD —FCF YIELD -29.79%REV TTM $57.7M +12.5%NET INCOME −$3.6MNET CASH $7.7M52W 0.97 – 1.82NEXT EARNINGS Nov 11SEC XBRL · TTM TO Invalid Date

How DLPN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

For the fiscal years ended December 31, 2025 and 2024, our net loss was $3,088,768 and $12,603,225, respectively.
Our accumulated deficit was $149,303,197 and $146,214,429 at December 31, 2025 and 2024, respectively.
Our ability to generate net profit in the future will depend on our ability to realize the financial benefits from the operations of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, and Elle and the success of our Dolphin 2.0 initiatives, as no single project is likely to generate sufficient revenue to cover our operating expenses.
The table below sets forth our total principal amount of debt as of December 31, 2025 and 2024.
December 31, 2025 2024 Related party debt (noncurrent) $ 3,225,985 $ 3,225,985 Non-convertible promissory notes (current and noncurrent) 5,080,000 3,880,000 Convertible notes payable (current and noncurrent) 7,710,000 5,100,000 Convertible note payable – fair value option (noncurrent) 270,000 320,000 Term loans (current and noncurrent) 4,790,690 6,468,289 Revolving line of credit (current) 400,000 400,000 Non-convertible promissory note – Socialyte (current) 3,000,000 3,000,000 Total principal amount of debt $ 24,476,675 $ 22,394,274 Our indebtedness could have important negative consequences, including: · our ability to obtain additional financing for working capital, capital expenditures, future productions or other purposes may be impaired, or such financing may not be available on favorable terms or at all; · we may have to pay higher interest rates upon obtaining future financing, thereby reducing our cash flows; and · we may need a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations and future business opportunities.
The market price for our common stock may be influenced by many factors, including the following: · announcements of state-of-the-art means of content production and entertainment publicity and marketing, or those of companies that are perceived to be similar to us; · announcements related to any delays in production or rollout of entertainment content; · our ability to meet or exceed the rapidly-changing expectations of our clients; · news that audience acceptance of and interest in our digital media productions, and therefore the commercial success of our content production business, is lower or higher than we expected; · our ability to adapt to rapid change in technology (including artificial intelligence), forms of delivery, storage, and consumer preferences related to digital content; · announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partners or our competitors; · variations in our financial results or those of companies that are perceived to be similar to us; · trading volume of our common stock; · developments concerning our collaborations or partners; · the impact of any local or global pandemic and its effect on us; · the perception of the entertainment publicity and marketing or digital content production by the public, legislatures, regulators and the investment community; · developments or disputes concerning intellectual property rights; · significant lawsuits, including patent or shareholder litigation; · our ability or inability to raise additional capital and the terms on which we raise it; · sales of our common stock by us or our shareholders; · declines in the market prices of stocks generally or of companies that are perceived to be similar to us; and · general economic, industry and market conditions.
Controls and Procedures of this Annual Report on Form 10-K, management concluded that for the years ended December 31, 2025 and 2024, our internal control over financial reporting was not effective and we identified several material weaknesses.
We had negative working capital of $4.6 million as of December 31, 2025.
Special Projects, and Elle and the clients they serve.
The success of our entertainment publicity and marketing business operated by 42West, The Door, Shore Fire, The Digital Dept., Special Projects, and Elle, our marketing subsidiaries, substantially depends on our ability to retain the services of certain key employees, including some of the former owners.
If we are unable to adapt to changing client demands, social and cultural trends or emerging technologies (including artificial intelligence), we may not remain competitive and our business, revenues and operating results could suffer.
As is customary in the industry, our marketing subsidiaries’ agreements with their respective clients generally provide for termination by either party on relatively short notice, usually 30 to 90 days.
From January 1, 2024 to December 31, 2025, the number of shares of our common stock issued and outstanding has increased from 9,109,766 to 12,221,432 shares.
During this period, we issued approximately (i) 1.4 million aggregate shares of our common stock as consideration or earnout consideration for acquisitions; (ii) 0.7 million shares to Lincoln Park Capital Fund LLC (“Lincoln Park”) related to the 2022 and 2025 purchase agreements with them; (iii) 0.8 million shares to certain holders of convertible notes that exercised their right to convert all or a portion of their convertible notes; and (iv) 0.2 million shares as stock compensation to certain employees and consultants.
As of December 31, 2025, we had outstanding convertible notes payable that as of the date of this report are still outstanding in the aggregate principal amount of $7.7 million, which are convertible using a 30-day trading average stock price, 90-day trading average stock price, a fixed stock price or stated floor price based on the terms of the respective convertible notes payable.
We also have an outstanding convertible note payable with a principal amount of $500,000, which is convertible at $7.82 per share.
In addition, during 2025, our CEO exchanged notes payable with a principal balance of $2.2 million into convertible notes that may be converted at $1.00 per share and are still outstanding as of the date of this report.
As of December 31, 2025, Series C Preferred Stock is convertible into 2,369,470 shares of our common stock.
As of December 31, 2025, the Series C Preferred Stock is entitled to 7,108,410 votes which was approximately 37% of the voting securities on that date.
On August 12, 2025, the Company entered into a purchase agreement (the “LP 2025 Purchase Agreement”) with Lincoln Park Capital Fund LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $15 million of our common stock.
Concurrently with the execution of the LP 2025 Purchase Agreement, we issued 244,698 shares of common stock to Lincoln Park as a commitment fee.
We may issue up to 122,349 additional shares of our common stock pro-rata, as a commitment fee, in connection with the sale of common stock to Lincoln Park.
The purchase shares sold pursuant to the LP 2025 Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 36-month period.
Therefore, Lincoln Park may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the LP 2025 Purchase Agreement and, after it has acquired shares, Lincoln Park may sell all, some or none of those shares.

Gone since FY2024

For the fiscal years ended December 31, 2024 and 2023, our net loss was $12,603,225 and $24,396,725, respectively.
Our accumulated deficit was $146,214,429 and $133,611,204 at December 31, 2024 and 2023, respectively.
Our ability to generate net profit in the future will depend on our ability to realize the financial benefits from the operations of 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha and the success of our Dolphin 2.0 initiatives, as no single project is likely to generate sufficient revenue to cover our operating expenses.
The table below sets forth our total principal amount of debt as of December 31, 2024 and 2023.
December 31, 2024 2023 Related party debt (noncurrent) $ 3,225,985 $ 1,107,873 Non-convertible promissory notes (current and noncurrent) $ 3,880,000 $ 3,880,000 Convertible notes payable (current and noncurrent) $ 5,100,000 $ 5,100,000 Convertible note payable – fair value option (noncurrent) $ 320,000 $ 355,000 Term loans (current and noncurrent) $ 6,468,289 $ 5,482,614 Revolving line of credit (current) $ 400,000 $ 400,000 Non-convertible promissory note – Socialyte (current) $ 3,000,000 $ 3,000,000 Our indebtedness could have important negative consequences, including: · our ability to obtain additional financing for working capital, capital expenditures, future productions or other purposes may be impaired, or such financing may not be available on favorable terms or at all; · we may have to pay higher interest rates upon obtaining future financing, thereby reducing our cash flows; and · we may need a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations and future business opportunities.
The market price for our common stock may be influenced by many factors, including the following: · announcements of state-of-the-art means of content production and entertainment publicity and marketing, or those of companies that are perceived to be similar to us; · announcements related to any delays in production or rollout of entertainment content; · our ability to meet or exceed the rapidly-changing expectations of our clients; · news that audience acceptance of and interest in our digital media productions, and therefore the commercial success of our content production business, is lower or higher than we expected; · our ability to adapt to rapid change in technology, forms of delivery, storage, and consumer preferences related to digital content; · announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partners or our competitors; · variations in our financial results or those of companies that are perceived to be similar to us; · trading volume of our common stock; · developments concerning our collaborations or partners; · the impact of any local or global pandemic and its effect on us; · the perception of the entertainment publicity and marketing or digital content production by the public, legislatures, regulators and the investment community; · developments or disputes concerning intellectual property rights; · significant lawsuits, including patent or shareholder litigation; · our ability or inability to raise additional capital and the terms on which we raise it; · sales of our common stock by us or our shareholders; · declines in the market prices of stocks generally or of companies that are perceived to be similar to us; and · general economic, industry and market conditions.
Controls and Procedures of this Annual Report on Form 10-K, management concluded that for the years ended December 31, 2024 and 2023, our internal control over financial reporting was not effective and we identified several material weaknesses.
We had negative working capital of $6.4 million as of December 31, 2024.
Special Projects, Elle and Always Alpha and the clients they serve.
The success of our entertainment publicity and marketing business operated by 42West, The Door, Shore Fire, The Digital Dept., Special Projects, Elle and Always Alpha, our marketing subsidiaries, substantially depends on our ability to retain the services of certain key employees, including some of the former owners.
If we are unable to adapt to changing client demands, social and cultural trends or emerging technologies, we may not remain competitive and our business, revenues and operating results could suffer.
As is customary in the industry, our marketing subsidiaries’ agreements with their respective clients generally provide for termination by either party on relatively short notice, usually 30 days.
From January 1, 2023 to December 31, 2024, the number of shares of our common stock issued and outstanding has increased from 6,170,332 to 11,162,026 shares.
During this period, we issued approximately (i) 2.3 million aggregate shares of our common stock as consideration or earnout consideration for acquisitions; (ii) 1.1 million shares to Lincoln Park Capital Fund LLC (“Lincoln Park”) related to our purchase agreement with them; (iii) 0.7 million shares through an offering pursuant to a Registration Statement on Form S-3; (iv) 0.2 million shares to certain holders of convertible notes that exercised their right to convert all or a portion of their convertible notes; and (v) 0.3 million shares as stock compensation to certain employees.
As of December 31, 2024, we had outstanding convertible notes payable that as of the date of this report are still outstanding in the aggregate principal amount of $5.1 million, which are convertible using a 90-day trading average stock price.
We also have an outstanding convertible note payable with an aggregate principal amount of $500,000, which is convertible at $7.82 per share.
As of December 31, 2024, Series C Preferred Stock is convertible into 2,369,470 shares of our common stock.
As of December 31, 2024, the Series C Preferred Stock was entitled to 23,694,700 votes which is approximately 68% of our voting securities.
As of January 21, 2025, the Series C Preferred Stock is entitled to 7,108,410 votes which was approximately 39% of the voting securities on that date.
On August 10, 2022, the Company entered into a purchase agreement (the “LP 2022 Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to $25 million of our common stock.
Concurrently with the execution of the LP 2022 Purchase Agreement, we issued 57,313 shares of common stock to Lincoln Park as a commitment fee.
The purchase shares sold pursuant to the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 36-month period.
Therefore, Lincoln Park may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase Agreement and, after it has acquired shares, Lincoln Park may sell all, some or none of those shares.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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