If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 10 and 11: The above-referenced shares of Common Stock beneficially owned by Mr. O'Dowd consists of (i) 2,242,873 shares of Common Stock issuable upon conversion of Convertible Notes in the aggregate principal amount of $2,242,873 held by Dolphin Entertainment LLC ("DE LLC"), an entity wholly owned by Mr. O'Dowd, which are currently convertible into shares of Common Stock at a conversion price of $1.00 per share and (ii) 300,112 shares of Common Stock. It does not include the shares of Common Stock which may be issued upon the conversion of the interest due on the convertible notes. It also does not include the shares of Common Stock underlying the 50,000 shares of Series C Convertible Preferred Stock held by DE LLC, as such stock is not presently convertible into Common Stock. Note to Row 13: The percentages reported in this Schedule 13D are based on 13,410,992 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) ("Rule 13d-3(d)(1)") of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), calculated as the sum of 11,168,119 shares of Common Stock outstanding as of May 12, 2025 according to records of the Issuer, plus 2,242,873 shares of Common Stock that are issuable upon conversion of the Convertible Notes held by DE LLC.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 10 and 11: The above-referenced shares of Common Stock beneficially owned by DE LLC consists of (i) 2,242,873 shares of Common Stock issuable upon conversion of Convertible Notes in the aggregate principal amount of $2,242,873 held by DE LLC, which are currently convertible into shares of Common Stock at a conversion price of $1.00 per share and (ii) 54,535 shares of Common Stock. It does not include the shares of Common Stock which may be issued upon the conversion of the interest due on the convertible notes. It also does not include the shares of Common Stock underlying the 50,000 shares of Series C Convertible Preferred Stock held by DE LLC, as such stock is not presently convertible into Common Stock. Note to Row 13: The percentages reported in this Schedule 13D are based on 13,410,992 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1) ("Rule 13d-3(d)(1)") of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), calculated as the sum of 11,168,119 shares of Common Stock outstanding as of May 12, 2025 according to records of the Issuer, plus 2,242,873 shares of Common Stock that are issuable upon conversion of the Convertible Notes held by DE LLC.


SCHEDULE 13D


 
William O'Dowd IV
 
Signature:/s/ William O'Dowd IV
Name/Title:William O'Dowd IV
Date:09/08/2026
 
Dolphin Entertainment LLC
 
Signature:/s/ William O'Dowd
Name/Title:William O'Dowd, Member
Date:09/08/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E