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EX-99 - PRESS RELEASE - Bright Mountain Media, Inc. | brightmountainmediapressr.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 5, 2018
Bright Mountain Media, Inc.
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(Exact
name of registrant as specified in its charter)
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Florida
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000-54887
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27-2977890
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6400 Congress Avenue, Suite 2050, Boca Raton, Florida
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33487
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number, including area code:
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561-998-2440
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not applicable
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(Former
name or former address, if changed since last report)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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☒
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If an
emerging growth company, indicate by checkmark 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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On
September 5, 2018 Bright Mountain Media, Inc. entered into a Master
Services Agreement with Kubient, Inc. pursuant to which it will
provide its programmatic technology platform to us on a
non-exclusive basis for the purpose of managing our programmatic
business partners. Kubient, Inc. will create a white label
reporting portal for us, and assist us in onboarding our existing
RTB (real-time bidding) clients to the new Kubient
platform.
Our
management made the decision to engage Kubient, Inc. to provide
these services to us because we believe it offers a superior
solution. The engagement of Kubient, Inc. by us will allow us to
transition our advertising segment from our current platform, and
obviate the need to continue our development of a new platform,
thereby reducing our development costs. The services to be provided
by Kubient, Inc. will be integrated into the technical and management consulting and
other related services currently being provided to our advertising
segment by a third party contractor.
Under
the terms of the two-year agreement, we agreed to pay Kubient, Inc.
a percentage of gross billable revenue for all of our RTB activity
on the platform. The initial term of the agreement automatically
renewed for additional one year terms, unless terminated by either
party upon 90 days prior notice of non-renewal. The agreement may
be terminated by either party, without cause, after the first 90
days of the term upon 30 day notice to the other party. In
addition, the agreement may be terminated by either party for
breach if not cured on 30 days notice, or upon insolvency or
bankruptcy proceedings against either party, subject to cure
periods. The agreement contains customary confidentiality and
intellectual property ownership provisions.
The
foregoing description of the terms and conditions of the Master
Services Agreement is qualified in its entirety by reference to the
agreement which will be filed as exhibit to our Quarterly Report on
Form 10-Q for the period ending September 30, 2018.
Item 7.01
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Regulation FD Disclosure.
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On
September 17, 2018, Bright Mountain Media, Inc. issued a press
release announcing its agreement with Kubient, Inc. A copy of the
release is furnished as Exhibit 99.1 to this report.
Pursuant to General
Instruction B.2 of Form 8-K, the information appearing in this Form
8-K, including Exhibit 99.1, is being furnished and shall not be
deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise be subject to the liabilities of
that section, nor is it incorporated by reference into any filing
of Bright Mountain Media, Inc. under the Securities Act of 1933 or
the Securities Exchange Act of 1934, whether made before or after
the date hereof, regardless of any general incorporation language
in such filing.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press release dated September 17, 2018.
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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.
Date:
September 19, 2018
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Bright
Mountain Media, Inc.
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By: /s/
W. Kip Speyer
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W. Kip
Speyer, Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated September 17, 2018.
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