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Form 8-K

sec.gov

8-K — Dolphin Entertainment, Inc.

Accession: 0001079973-26-001070

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001282224

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-08-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current

Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): August 12, 2026

DOLPHIN

ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Florida

001-38331

86-0787790

(State

or other jurisdiction

(Commission

(IRS

Employer

of

incorporation)

File

Number)

Identification

No.)

150

Alhambra Circle, Suite 1200,

Coral Gables, Florida

33134

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area

code (305) 774

-0407

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.015 par value per share

DLPN

The Nasdaq

Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

On August 12, 2026, Dolphin Entertainment,

Inc., a Florida corporation (the “Company”), issued a press release announcing its financial results for the three

and six months ended June 30, 2026. A copy of the Company’s earnings press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and incorporated herein by reference.

The information contained in this

Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated

by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press

Release dated August 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the

requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

DOLPHIN ENTERTAINMENT, INC.

Date: August 12, 2026

By:

/s/

Mirta A. Negrini

Mirta A. Negrini

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex99x1.htm · Sequence: 2

Exhibit 99.1

Dolphin Entertainment

Reports Second Quarter 2026 Results

Q2'26 Revenue Rises 2.5% YoY to $14.4 Million; H1'26 Revenue

Up 3.8% YoY to $27.2 Million

MIAMI, FL / ACCESS Newswire / August 12, 2026 / Dolphin (NASDAQ:DLPN),

a leading entertainment marketing and premium content production company, today announced its financial results for the second quarter

ended June 30, 2026.

Bill O'Dowd, CEO of Dolphin, commented:

“Total revenue for the second quarter grew 2.5% year-over-year

to $14.4 million, and revenue for the first half of 2026 grew 3.8% to $27.2 million, continuing the top-line growth trend we saw in the

first quarter. Our underlying business performed well across the portfolio this quarter.

Turning to the bottom line, net loss increased slightly to $1.6 million

from $1.4 million in the prior year period. The net loss was impacted by retention bonuses paid to certain employees during the quarter

ended June 30, 2026 in the amount of $360,000 and increased legal and professional fees, including approximately $360,000 of litigation-related

legal costs. The retention bonuses are not intended to recur and the legal fees are expected to moderate going forward. Taken together,

we believe the underlying trajectory of the business remains strong, and we expect a meaningful sequential improvement in profitability

in the third quarter as both headwinds subside.

I'd like to also reiterate that following several years of acquisitions

and growth-related investment, Dolphin is well positioned to realize the benefits of that work. We continue to operate in highly attractive

sectors, and with rising underlying profitability, modest capex requirements, and approximately $127 million in NOL carryforwards, we

remain confident in our ability to generate meaningful free cash flow in the periods ahead. Finally, with insiders holding a substantial

stake in the company, management remains deeply aligned with shareholders in the pursuit of long-term value. In fact, under the 10(b)(5)

buying plan currently in place for myself, I expect to own over 5% of the DLPN common stock in the next week or two.

A few other recent highlights: we continue to make progress with

our DealMaker partnership and remain on track to bring our first deal to market this year, and we launched Graviteur Studios, a new creator-led

content venture with KYNETIC Media Ventures. We would also remind investors that our bank debt matures in just over two years, which will

free up nearly $2.2 million in annual principal and interest payments, and we continue to anticipate roughly $1 million in annualized

lease savings once our large New York City and Los Angeles leases expire in the second half of 2027. Given our NOLs, which substantially

shield us from cash taxes, the bulk of these combined savings should flow directly to the bottom line, providing a further tailwind to

free cash flow.”

Q2 2026 and Recent Highlights

• Total revenue for the three months ended June 30, 2026, was $14.4 million, an increase of 2.5% from $14.1 million last year. Total

revenue for the six months ended June 30, 2026, was $27.2 million, an increase of 3.8% from $26.3 million last year.

• Operating loss was $1.0 million for the three months ended June 30, 2026, compared to an operating loss of $0.1 million for the three

months ended June 30, 2025.

• Operating expenses for Q2 2026 were $15.5 million, including non-cash expenses of $0.5 million related to depreciation and amortization,

approximately $0.4 million of non-recurring retention bonuses at certain subsidiaries, and legal and professional fees higher than usual

due to litigation costs of approximately $0.4 million. This compares to operating expenses of $14.1 million in Q2 2025.

• Net loss for Q2 2026 was $1.6 million as compared to a net loss of $1.4 million for Q2 2025.

• Basic and diluted loss per share for Q2 2026 was $(0.13) based on 12,848,706 weighted average shares outstanding, compared to basic

and diluted loss per share in Q2 2025 of $(0.13) based on 11,168,572 and 11,232,511 weighted average shares outstanding, respectively.

• Adjusted EBITDA for Q2 2026 was approximately $243,000, compared to approximately $628,000 in Q2 2025. Adjusted EBITDA basic and diluted

earnings per share for Q2 2026 was $0.02 based on 12,848,706 weighted average shares outstanding, compared to $0.06 basic earnings per

share for Q2 2025 based on 11,168,572 weighted average shares outstanding and $0.04 fully diluted earnings per share for Q2 2025 based

on 17,426,405 weighted average shares outstanding.

• Cash and cash equivalents were $7.7 million as of June 30, 2026, compared to $8.8 million as of December 31, 2025.

1

Dolphin

• Launched Graviteur Studios, a creator-led, content venture, in partnership with KYNETIC Media Ventures

• Continued to advance the DealMaker partnership, targeting the Company's first deal to market later this year

• Subsidiaries and clients had a successful showing at the Cannes Lions Festival of Creativity and the Cannes Film Festival

• Subsidiaries powered high-profile campaigns at San Diego Comic-Con 2026

42West

• Delivered a standout film and TV slate at the 25th Tribeca Film Festival

• Landed multiple nominations for clients at the 78th Emmy Awards

• Drove high-profile campaigns at Anime Expo 2026 for Nebula17, TOHO International and GKIDS

Shore Fire Media

• Client Handcraft Entertainment partnered with Takasago to develop fragrances, flavors and consumer products defining the world of

“global” J-Pop

The Door

• Named Agency of Record for Palm Tree Crew amid the lifestyle brand's expansion into hospitality, real estate and golf

• The Door's DISRPT division represented U.S. SailGP around major U.S. race events

Elle Communications

• Clients took the stage at the NEXUS Global Summit 2026

The Digital Dept.

• Partnered with Vidcon to power a featured creator gifting lounge at Vidcon Anaheim 2026

Conference Call Information

To participate in this event, dial in approximately 5 to 10 minutes

before the beginning of the call.

Date: August 12, 2026

Time: 4:30pm ET

Toll Free: 888-506-0062 International: 973-528-0011 Participant Access

Code: 402529

Webcast: https://www.webcaster5.com/Webcast/Page/2225/54390

Replay

Toll Free: 877-481-4010 International: 919-882-2331 Replay Passcode:

403685

Webcast Replay: https://www.webcaster5.com/Webcast/Page/2225/54390

2

This press release contains 'forward-looking statements' within the

meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, Dolphin Entertainment

Inc.'s (DLPN) offering of common stock as well as expected financial and operational results and the related assumptions underlying its

expected results. These forward-looking statements are distinguished by the use of words such as “will,” “would,”

“anticipate,” “expect,” “believe,” “designed,” “plan,” or “intend,”

the negative of these terms, and similar references to future periods. These views involve risks and uncertainties that are difficult

to predict and, accordingly, Dolphin Entertainment's actual results may differ materially from the results discussed in its forward-looking

statements. Dolphin Entertainment's forward-looking statements contained herein speak only as of the date of this press release. Factors

or events Dolphin Entertainment cannot predict, including those described in the risk factors contained in its filings with the Securities

and Exchange Commission, may cause its actual results to differ from those expressed in forward-looking statements. Although Dolphin Entertainment

believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that

its expectations will be achieved, and Dolphin Entertainment undertakes no obligation to update publicly any forward-looking statements

as a result of new information, future events, or otherwise, except as required by applicable law.

CONTACT:

James Carbonara

HAYDEN IR

(646)-755-7412

james@haydenir.com

ABOUT DOLPHIN:

Dolphin (NASDAQ:DLPN) is where cultural creation meets marketing

execution. Founded in 1996 by Bill O'Dowd, Dolphin operates as both a venture studio - developing and investing in breakthrough content,

products and experiences - and a marketing consortium, featuring leading agencies across every communications discipline.

At its core, the venture studio creates, produces, finances, markets

and promotes new businesses and cultural ideas - ranging from acclaimed film, television and digital content to consumer goods, live events

and partnerships that define entertainment and lifestyle. Surrounding this entrepreneurial engine, Dolphin's marketing prowess brings

together best-in-class firms including 42West, The Door, Shore Fire Media, Elle Communications, Special Projects and The Digital Dept.

Together, this collective delivers unmatched cross-marketing expertise and relationships across every vertical of pop culture - from film,

television, music, influencers, sports, hospitality and fashion to consumer brands and purpose-driven initiatives. Dolphin marketing has

been the recipient of many accolades, including No. 1 Agency of the Year on the Observer PR Power List in 2025, The PR Net 100 and the

PRNEWS Agency Elite Top 120.

Follow us on Instagram.

3

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,

2026

December 31,

2025

ASSETS

Current

Cash and cash equivalents

$ 7,665,608

$ 8,756,585

Restricted cash

925,004

925,004

Accounts receivable:

Trade, net of allowance of $411,806 and $1,327,808, respectively

7,025,142

7,848,970

Other receivables

5,825,228

5,243,931

Other current assets

929,970

1,179,498

Total current assets

22,370,952

23,953,988

Capitalized production costs, net

516,574

520,338

Employee receivable

1,228,085

1,196,085

Right-of-use assets

2,207,557

3,012,941

Goodwill

21,507,944

21,507,944

Intangible assets, net

6,852,855

7,898,607

Property, equipment and leasehold improvements, net

27,320

50,961

Other long-term assets

189,151

189,296

Total Assets

$ 54,900,438

$ 58,330,160

LIABILITIES

Current

Accounts payable

$ 2,515,443

$ 3,096,715

Term loans, current portion

1,890,056

1,813,760

Revolving line of credit

400,000

400,000

Notes payable, current portion

3,900,000

3,500,000

Convertible notes payable, current portion

1,200,000

1,250,000

Accrued interest – related party

2,284,479

2,043,087

Accrued compensation – related party

2,625,000

2,625,000

Lease liabilities, current portion

1,449,843

1,912,482

Deferred revenue

1,019,146

794,177

Other current liabilities

11,897,478

11,096,820

Total current liabilities

29,181,445

28,532,041

Noncurrent

Term loans, noncurrent portion

3,245,988

2,976,930

Notes payable, noncurrent portion

4,180,000

4,580,000

Convertible notes payable

6,550,000

6,460,000

Convertible notes payable – related party

2,774,965

2,904,357

Convertible note payable at fair value

250,000

270,000

Loans from related party

983,112

983,112

Lease liabilities

1,016,199

1,469,386

Deferred tax liability

499,213

463,909

Total Liabilities

48,680,922

48,639,735

Commitments and contingencies (Note 12)

STOCKHOLDERS’ EQUITY

Preferred Stock, Series C, $0.001 par value, 50,000 shares authorized, 50,000 shares issued and outstanding at June 30, 2026 and December 31, 2025

1,000

1,000

Common stock, $0.015 par value, 200,000,000 shares authorized, 13,025,551 and 12,221,432 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

195,384

183,321

Additional paid-in capital

159,623,905

158,809,301

Accumulated deficit

(153,600,773 )

(149,303,197 )

Total Stockholders’ Equity

6,219,516

9,690,425

Total Liabilities and Stockholders’ Equity

$ 54,900,438

$ 58,330,160

4

DOLPHIN ENTERTAINMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Revenues

$ 14,443,150

$ 14,087,529

$ 27,247,088

$ 26,257,240

Expenses:

Direct costs

1,028,326

742,171

1,812,977

1,086,585

Payroll and benefits

11,362,761

10,302,292

22,077,905

20,606,985

Selling, general and administrative

1,798,351

1,922,336

3,845,510

3,694,319

Depreciation and amortization

533,966

591,552

1,071,242

1,183,104

Acquisition cost

416,171

Legal and professional

750,808

586,232

1,606,946

1,100,656

Total expenses

15,474,212

14,144,583

30,414,580

28,087,820

Loss from operations

(1,031,062 )

(57,054 )

(3,167,492 )

(1,830,580 )

Other (expenses) income, net:

Change in fair value of convertible note

10,000

50,000

20,000

70,000

Loss on extinguishment of debt

(835,324 )

(835,324 )

Interest income

11,740

11,205

13,618

17,279

Interest expense

(578,568 )

(561,222 )

(1,128,398 )

(1,121,310 )

Total other (expenses) income, net

(556,828 )

(1,335,341 )

(1,094,780 )

(1,869,355 )

Loss before income taxes

(1,587,890 )

(1,392,395 )

(4,262,272 )

(3,699,935 )

Income tax expense

(17,652 )

(21,523 )

(35,304 )

(43,045 )

Net loss

$ (1,605,542 )

$ (1,413,918 )

$ (4,297,576 )

$ (3,742,980 )

Loss per share:

Basic

$ (0.13 )

$ (0.13 )

$ (0.34 )

$ (0.33 )

Diluted

$ (0.13 )

$ (0.13 )

$ (0.34 )

$ (0.34 )

Weighted average number of shares outstanding:

Basic

12,848,706

11,168,572

12,589,779

11,166,596

Diluted

12,848,706

11,232,511

12,589,779

11,230,535

Use of Non-GAAP Financial Measures

In order to provide greater transparency regarding our operating

performance, the financial results in this press release refer to non-GAAP financial measures that involve adjustments to GAAP results.

Non-GAAP financial measures exclude certain income and/or expense items that management deems are not directly attributable to the Company's

core operating results and/or certain items that are inconsistent in amounts and frequency, making it difficult to perform a meaningful

evaluation of our current or past operating performance.

Adjusted earnings before interest, taxes, depreciation and amortization

(“Adjusted EBITDA”) is defined by Dolphin as net (loss) or income adjusted for (i) interest, (ii) taxes, (iii) depreciation

and amortization, (iv) acquisition costs, (v) change in fair value of convertible note, (vi) allowance for credit losses, (vii) litigation

costs, (viii) loss on extinguishment of debt, and (ix) other one-time or non-cash costs. Consistent with our historical practice, we have

not added back the non-recurring retention bonuses discussed above to Adjusted EBITDA, as we believe payroll and benefits costs, even

when elevated by unusual timing, are best reflected in our core operating results; we discuss their impact qualitatively above.

Beginning this quarter, the Company is also presenting Adjusted EPS.

Adjusted EPS is calculated by dividing Adjusted EBITDA by the weighted average number of basic and diluted shares outstanding for periods

in which the Company reports Adjusted EBITDA consistent with the Company's convention for GAAP earnings per share.

Management believes that the presentation of operating results using

this non-GAAP financial measure provides useful supplemental information for investors by providing them with the non-GAAP financial measure

used by management for financial and operational decision making, planning and forecasting and in managing the business. This non-GAAP

financial measure does not replace the presentation of financial information in accordance with U.S. GAAP. These non-GAAP financial results

should not be considered a measure of liquidity and are unlikely to be comparable to non-GAAP financial measures provided by other companies.

5

Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA

Three

Months Ended June 30,

Six Months

Ended June 30,

2026

2025

2026

2025

Net loss (GAAP)

$ (1,605,542 )

$ (1,413,918 )

$ (4,297,576 )

$ (3,742,980 )

Adjustments to GAAP measure:

Interest expense

566,828

550,017

1,114,780

1,104,031

Income tax expense

17,652

21,523

35,304

43,045

Depreciation and amortization

533,966

591,552

1,071,242

1,183,104

Acquisition costs

52,728

416,171

Change in fair value of convertible note

(10,000 )

(50,000 )

(20,000 )

(70,000 )

Loss on extinguishment of debt

835,324

835,324

Allowance for credit losses

22,010

93,407

171,801

149,161

One-time advance on distribution of Youngblood

700,000

Non-recurring retention bonuses

360,000

360,000

Litigation costs

358,009

587,385

Adjusted EBITDA (non-GAAP)

$ 242,923

$ 627,905

$ (224,336 )

$ (82,144 )

Reconciliation of GAAP loss per share to Non-GAAP earnings

per share (based on Adjusted EBITDA)

Three

Months Ended June 30,

Six Months

Ended June 30,

2026

2025

2026

2025

Loss per share (GAAP)

$ (0.13 )

$ (0.13 )

$ (0.34 )

$ (0.33 )

Adjustments to GAAP measure:

Interest expense

0.04

0.05

0.09

0.10

Depreciation and amortization

0.04

0.05

0.09

0.11

Acquisition costs

0.04

Other one time expenses and

income(1)

0.01

0.02

(0.01 )

Loss on extinguishment of debt

0.07

0.07

Allowance for credit losses

0.01

0.01

One-time advance on distribution of Youngblood

0.05

Non-recurring retention bonuses

0.03

0.03

Litigation costs

0.03

0.05

Adjusted Basic EPS based on Adjusted EBITDA (non-GAAP)

$ 0.02

$ 0.06

$ (0.02 )

$ (0.01 )

Adjusted Fully Diluted EPS

$ 0.02

$ 0.04

$ (0.02 )

$ (0.01 )

Weighted average number of shares outstanding:

Basic

12,848,706

11,168,572

12,589,779

11,166,596

Fully Diluted

12,848,706

17,426,405

12,589,779

11,166,596

(1) Includes income tax expense and allowance for credit losses for the three and six months ended June 30, 2026 and 2025 for which the

per share adjustments are inconsequential.

6

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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