Attached files
| file | filename |
|---|---|
| EX-10..1 - MATERIAL CONTRACTS - Bright Mountain Media, Inc. | exhibit10_1.htm |
| EX-3.10 - ARTICLES OF INCORPORATION / BYLAWS - Bright Mountain Media, Inc. | artsamend_110552018.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): November 5, 2018
|
Bright Mountain Media, Inc.
|
|
(Exact
name of registrant as specified in its charter)
|
|
Florida
|
000-54887
|
27-2977890
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
6400 Congress Avenue, Suite 2050, Boca Raton, Florida
|
33487
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's telephone number, including area code:
|
561-998-2440
|
|
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))
|
|
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).
|
|
|
Emerging growth company
|
☒
|
|
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. ☐
|
|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
On
November 7, 2018 Bright Mountain Media, Inc. entered into a Note
Exchange Agreement with W. Kip Speyer, our CEO and member of our
Board of Directors, pursuant to which we exchanged:
●
$1,075,000
principal amount and accrued but unpaid interest due Mr. Speyer
under 12% Convertible Promissory Notes maturing between September
26, 2021 and April 10, 2022 for 2,177,233 shares of our newly
created Series F-1 Convertible Preferred Stock in full satisfaction
of those notes;
●
$660,000
principal amount and accrued but unpaid interest due Mr. Speyer
under 6% Convertible Promissory Notes maturing between April 19,
2022 and July 27, 2022 for 1,408,867 shares of our newly created
Series F-2 Convertible Preferred Stock in full satisfaction of
those notes; and
●
$300,000
principal amount and accrued but unpaid interest due Mr. Speyer
under 10% Convertible Promissory Notes maturing between August 1,
2022 and August 30, 2022 for 757,197 shares of our newly created
Series F-3 Convertible Preferred Stock in full satisfaction of
those notes.
The
designations, rights and preferences of each of the Series F-1,
Series F-2 and Series F-3 are set forth below under Item 5.03 of
this report.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On
November 5, 2018 we filed Articles of Amendment to our Amended and
Restated Articles of Incorporation, as amended, which:
●
returned
1,000,000 shares of previously designated 10% Series B Convertible
Preferred Stock, 2,000,000 shares of previously designated 10%
Series C Convertible Preferred Stock and 2,000,000 shares of
previously designated 10% Series D Convertible Preferred Stock to
the status of authorized but undesignated and unissued shares of
our blank check preferred stock as there were no shares of any of
these series outstanding and no intention to issue any such shares
in the future; and
●
created
three new series of preferred stock, 12% Series F-1 Convertible
Preferred Stock (“Series F-1”) consisting of 2,177,233
shares, 6% Series F-2 Convertible Preferred Stock (“Series
F-2”) consisting of 1,408,867 shares, and 10% Series F-3
Convertible Preferred Stock (“Series F-3”) consisting
of 757,917 shares.
The
designations, rights and preferences of the Series F-1, Series F-2
and Series F-3 are identical, other than the dividend rate,
liquidation preference and date of automatic conversion into shares
of our common stock.
The
Series F-1 pays dividends at the rate of 12% per annum and
automatically converts into shares of our common stock on April 10,
2022. The Series F-2 pays dividends at the rate of 6% per annum and
automatically converts into shares of our common on July 27, 2022.
The Series F-3 pays dividends at the rate of 10% per annum and
automatically converts into shares of our common stock on August
30, 2022. Additional terms of the designations, rights and
preferences of the Series F-1, Series F-2 and Series F-3
include:
●
the
shares have no voting rights, except as may be provided under
Florida law;
●
the
shares pay cash dividends subject to the provisions of Florida law
at the dividend rates set forth above, payable monthly in
arrears;
●
the
shares are convertible at any time at the option of the holder into
shares of our common stock on a 1:1 basis. The conversion ratio is
proportionally adjusted in the event of stock splits,
recapitalization or similar corporate events. Any shares not
previously converted will automatically convert into shares of our
common stock on the dates set forth above;
●
the
shares rank junior to our 10% Series A Convertible Preferred Stock
and our 10% Series E Convertible Preferred Stock;
●
in
the event of a liquidation or winding up of our company, the shares
have a liquidation preference of $0.50 per share for the Series
F-1, $0.50 per share for the Series F-2 and $0.40 per share for the
Series F-3; and
●
the
shares are not redeemable by us.
The
foregoing description of the designations, rights and preference of
the Series F-1, Series F-2 and Series F-2 is qualified in its
entirety by reference to the Articles of Amendment which are filed
as Exhibit 3.10 to this report.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
Exhibits.
|
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
||||
|
No.
|
|
Exhibit Description
|
|
Form
|
|
Date Filed
|
|
Number
|
|
|
|
3.10
|
|
Articles
Amendment to the Amended and Restated Articles of
Incorporation
|
|
|
|
|
|
|
|
Filed
|
|
10.1
|
|
Note
Exchange Agreement dated November 7, 2018 by and between Bright
Mountain Media, Inc. and W. Kip Speyer
|
|
|
|
|
|
|
|
Filed
|
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:
November 13, 2018
|
Bright
Mountain Media, Inc.
|
|
|
|
|
|
By: /s/
W. Kip Speyer
|
|
|
W. Kip
Speyer, Chief Executive Officer
|