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8-K - PRIMARY DOCUMENT - Bright Mountain Media, Inc. | a8k-kubientloilpr_10918.htm |
Bright Mountain Media, Inc. Announces Letter of intent to Acquire
Leading Ad Tech Company Kubient, Inc.
BOCA RATON, FL/October 4, 2018 -- Bright Mountain Media, Inc.
(OTCQB:
BMTM), a digital media holding
company whose primary focus is
connecting brands with consumers as a full advertising
services platform, announced
today that it has entered into a non-binding letter of intent
(“LOI”) to 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 LOI follows a previously announced September 2018 Master
Services Agreement Bright Mountain Media entered into with Kubient,
Inc. pursuant to which we engaged Kubient, Inc. to provide
its programmatic technology platform to us on a non-exclusive basis
for the purpose of managing our programmatic business partners.
The Master Services Agreement is
expected to enhance Bright Mountain Media’s position in the
digital advertising space, while significantly expanding
Kubient’s reach on Bright Mountain Media’s high
quality and owned and operated
websites.
Kip Speyer, Chairman and CEO of Bright Mountain Media, said,
“Recognizing the synergies of the companies, we have quickly
proceeded to a LOI to acquire Kubient, Inc. If consummated, I
believe that this acquisition of Kubient will represent a
powerful opportunity for Bright
Mountain Media to directly offer our brand advertisers the ability
to actually prevent the
purchase of fraudulent ad opportunities using machine learning in
that critical window of time called the bid-stream. We have looked
at the current fraud identification solutions on the market and the
fact they are all using machine learning after our advertisers buy
an impression, it is already a real game-changer for us pursuant to
the Master Services Agreement to use the technology to stop the
fraud rather than learn about it after the fact.” It will
even be more exciting to own the
technology”.
“The acquisition of Kubient will bring under one umbrella the
Kubient platform which management of Bright Mountain Media believes
is a superior solution for the company’s near and long term
needs. This acquisition should also provide cost savings as we are
able to consolidate administrative and other operations.” Mr.
Speyer added.
Mr. Speyer announced further that this acquisition, upon
consummation, will also be our first step in the challenging
process of seeking to uplist our common stock to the NASDAQ or the
NYSE/Amex. Listing on either exchange is subject to our meeting
certain listing criteria including the number of our round lot
shareholders and price per share. While we do not presently meet
these and possibly other criteria, we have recently engaged Spartan
Capital Securities, LLC, a broker-dealer and member of FINRA to
provide us with advisory services for both raising capital and
seeking potential mergers and acquisitions.
“Today’s announcement with Bright Mountain Media is
very exciting for us. Kip and his team have identified the
huge potential in digital advertising and our technology is
purpose-built to help them
deliver the results his clients are demanding,” said Paul
Roberts, Founder, and CEO of Kubient. “I look forward to
joining the Bright Mountain Media management team and believe this
acquisition will help us further exhibit our industry-first
technology that uses machine learning within the programmatic bid-stream to prevent, rather
than identify ad fraud.”
The closing of the acquisition is subject to customary conditions
precedent including satisfactory due diligence by Bright Mountain,
the execution of definitive agreements, including an employment
agreement with Mr. Roberts, and approval by the Kubient, Inc.
stockholders. The LOI is non-binding and there are no assurances
that Bright Mountain Media will consummate the proposed acquisition
of Kubient, Inc. Stockholders and investors should not place undue
reliance on the LOI.
ABOUT BRIGHT MOUNTAIN MEDIA
Bright Mountain Media, Inc.
(BMTM) is a digital media holding company whose primary focus is connecting brands with
consumers as a full advertising services
platform. Bright Mountain Media’s assets include an ad
network, an ad exchange platform and 25 websites (owned and/or
managed) that provide content, services and products. The websites
are primarily geared for a young, male audience with several that
focus on active, reserve and retired military audiences as well as
law enforcement and first responders.
Additional information
about Bright Mountain Media can be
found at: https://www.brightmountainmedia.com/
ABOUT KUBIENT
Kubient offers a full stack programmatic platform designed to
increase publisher revenue and lower advertiser cost across the
video advertising ecosystem.
Kubient employs cutting-edge technology to reduce latency, increase
transparency and combat fraud. The company’s proprietary
machine learning algorithms power the results, providing
advertisers assurance they are targeting the right consumer, at the
right time, with the right message. Kubient’s technology
provides full control to the publisher, allowing them to maximize
their offering at scale and improve the overall user
experience.
Forward-Looking Statements for Bright Mountain Media,
Inc.
This
press release contains
certain forward-looking statements that are based upon current
expectations and involve certain risks and uncertainties. Such
forward-looking statements can be identified by the use of words
such as ''should,'' ''may,'' ''intends,'' ''anticipates,''
''believes,'' ''estimates,'' ''projects,'' ''forecasts,''
''expects,'' ''plans,'' and ''proposes, '' and similar words. These
forward-looking statements are not guarantees of future performance
and are subject to risks, uncertainties, and other factors, some of
which are beyond our control and difficult to predict and could
cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements, including, without
limitation, statements made with respect to expectations of our
ability to close the proposed acquisition of Kubient, Inc., any the
realization of any expected benefits from such transaction if
closed. You are urged to carefully review and consider any
cautionary statements and other disclosures, including the
statements made under the heading "Risk Factors" in Bright Mountain
Media, Inc.’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2017 as filed with the Securities and Exchange
Commission on April 2, 2018 and our other filings with the SEC.
Bright Mountain Media, Inc. does not undertake any duty to update
any forward-looking statements except as may be required by
law.
PRESS CONTACTS
Bright Mountain Media:
Maria Montiglio
+1 (561)-998-2440
maria@brightmountainmedia.com
Kubient: Paul Roberts
+1(866) 668-2567
info@kubient.com