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 30, 2018
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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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☐
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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 3.02
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Unregistered Sales of Equity Securities.
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On
November 30, 2018, we sold 1,900,000 units of our securities to 21
accredited investors in a private placement exempt from
registration under the Securities Act of 1933, as amended, in
reliance on exemptions provided by Section 4(a)(2) and Rule 506(b)
of Regulation D. The units (the “Units”) were sold at a
purchase price of $0.40 per Unit resulting in gross proceeds to us
of $760,000. Each unit consisted of one share of our common stock
and one five year common stock purchase warrant to purchase one
share of our common stock at an exercise price of $0.65 per share
(the “Private Placement Warrants”).
We paid
Spartan Capital Securities, LLC, a broker-dealer and member of
FINRA (“Spartan Capital”), a cash commission of $76,000
and issued it five year placement agent warrants (“Placement
Agent Warrants”) to purchase an aggregate of 190,000 shares
of our common stock as compensation for its services. We used
$160,000 of the proceeds from this closing for the payment of the
fees due Spartan Capital under the terms of the Consulting
Agreement and are using the balance for general working
capital.
Spartan
Capital acted as placement agent for us in this private placement
and this latest closing represented the closing of the
over-allotment portion of the offering which commenced in January
2018 pursuant to which we issued and sold an aggregate of
12,000,000 Units resulting in gross proceeds to us of $4,800,000.
During the course of this offering, we paid Spartan Capital an
aggregate cash commission of $480,000 and issued it Placement
Agents Warrants to purchase an aggregate of 1,200,000 shares of our
common stock, including the cash commission and Placement Agent
Warrants issued pursuant to the over-allotment closing on November
30, 2018. Of the $4,320,000 in proceeds we received after payment
of the commissions to Spartan Capital, we used an additional
$1,160,000 for the payment of consulting and advisory fees to
Spartan Capital, including the $160,000 paid in the most recent
closing, with the balance of $3,160,000 being used by us for
working capital.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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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4.1
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Form of
Private Placement Warrant
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10-K
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4/2/18
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4.1
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4.2
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Form of
Placement Agent Warrant
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10-K
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4/2/18
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4.2
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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.
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Date:
December 4, 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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