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EX-99.1 - ADDITIONAL EXHIBITS - Bright Mountain Media, Inc. | pressrelease_kubient.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 28, 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 8.01
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Other Events.
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On
September 28, 2018 Bright Mountain Media, Inc. entered into a
non-binding letter of intent with Kubient, Inc. pursuant to which
we may acquire Kubient, Inc. in an all stock transaction.
Based in New York City,
Kubient, Inc. is a video advertising technology company which
offers a full stack programmatic platform designed to increase
publisher revenue and lower advertiser cost across the video
advertising ecosystem. The closing of the transaction is subject to
customary conditions precedent including satisfactory due diligence
by us, the execution of definitive agreements, including an
employment agreement with Mr. Paul Roberts, the Chief Executive
Officer of Kubient, Inc., and approval by the Kubient, Inc.
stockholders.
On
October 4, 2018 we issued a press release announcing the signing of
the non-binding letter of intent. A copy of the press release is
furnished as Exhibit 99.1 to this report.
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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Incorporated by Reference
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Filed or
Furnished
Herewith
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No.
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Exhibit Description
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Form
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Date Filed
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Number
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99.1
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Press
release dated October 4, 2018
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Furnished
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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:
October 9, 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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