Attached files
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| EX-4.2 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - Bright Mountain Media, Inc. | a8k-01092019_exhibit42.htm |
| EX-10.1 - MATERIAL CONTRACTS - Bright Mountain Media, Inc. | a8k-01092019exhibit101.htm |
| EX-4.1 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - Bright Mountain Media, Inc. | a8k-01092019_exhibit41.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): January 9, 2019
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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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Between
December 28, 2018 and January 9, 2019, Bright Mountain Media, Inc.
sold 3,000,000 units of our securities to 38 accredited investors
in a private placement exempt from registration under the
Securities Act in reliance on exemptions provided by Section
4(a)(2) and Rule 506(b) of Regulation D and Regulation S of the
Securities Act. The units (the “Units”) were sold at a
purchase price of $0.40 per Unit resulting in gross proceeds to us
of $1,200,000. 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”).
Spartan
Capital Securities, LLC (“Spartan Capital”), a
broker-dealer and member of FINRA, acted as exclusive placement
agent for us in this offering. We paid Spartan Capital a cash
commission of $120,000, a cash non-accountable expense allowance of
$40,000, and issued it five year placement agent warrants
(“Placement Agent Warrants”) to purchase an aggregate
of 300,000 shares of our common stock at an exercise price of $0.65
per share as compensation for its services. The Placement Agent
Warrants are exercisable on a cashless basis and we granted Spartan
Capital piggy back registration rights for the shares of our common
stock issuable upon the exercise of the Placement Agent
Warrants.
We used
$200,000 of the proceeds from this offering for the payment of the
fees due Spartan Capital under the terms of the Uplisting Advisory
and Consulting Agreement described below, and are using the balance
of $840,000 for general working capital.
We
granted Spartan Capital certain rights of first refusal if decide
to undertake a future private or public offering of securities or
if we decide to engage an investment banking firm within 36 months
from the closing date of the offering. These rights are in addition
to similar rights granted to Spartan Capital in connection with the
private offering that commenced in December 2017 and closed in
November 2018.
We
granted purchasers of the Units demand and piggy-back registration
rights with respect to the shares of our common stock included in
the Units and the shares of common stock issuable upon the exercise
of the Private Placement Warrants. In addition, we are obligated to
file a resale registration statement within 120 days following the
closing of this offering covering the shares of our common stock
issuable upon the exercise of the Private Placement Warrants. If we
should fail to timely file this resale registration statement, then
within five business days of the end of month we will pay the
holders an amount in cash, as partial liquidated damages, equal to
2% of the aggregate purchase price paid by the holder for each 30
days, or portion thereof, until the earlier of the date the
deficiency is cured or the expiration of six months from filing
deadline. We will keep any such registration statement effective
until the earlier of the date upon which all such securities may be
sold without registration under Rule 144 or the date which is six
months after the expiration of the Private Placement Warrants. We
are obligated to pay all costs associated with this registration
statement, other than selling expenses of the holders.
Additional terms of
the Private Placement Warrants include:
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●
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the
exercise price is subject to adjustment in the event of certain
stock dividends and distributions, stock splits, stock
combinations, reclassifications or similar events affecting our
common stock and also upon any distributions of assets, including
cash, stock or other property to our shareholders;
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if we
fail to timely file the resale registration statement described
above or at any time thereafter during the exercise period there is
not an effective registration statement registering such shares, or
the prospectus contained therein is not available for the issuance
of the such shares to the holder for a period of at least 60 days
following the delivery of a suspension notice (as described in the
Private Placement Warrants), then the Private Placement Warrants
may also be exercised, in whole or in part, at such time by means
of a “cashless exercise” in which case the holder would
receive upon such exercise the net number of shares of common stock
determined according to the formula set forth in the Private
Placement Warrants;
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providing
that there is an effective registration statement registering the
shares of common stock issuable upon exercise of the Private
Placement Warrant, during the exercise period, upon 30 days prior
written notice to the holder following the date on which the last
sale price of our common stock equals or exceeds $1.50 per share
for 10 consecutive trading days, as may be adjusted for stock
splits, stock dividends and similar corporate events, if the
average daily trading volume of our common stock is not less than
30,000 shares during such 10 consecutive trading day period, we
have the right to call any or all of the Private Placement Warrants
at a call price of $0.01 per underlying share; and
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a
holder will not have the right to exercise any portion of the
Private Placement Warrant if the holder (together with its
affiliates) would beneficially own in excess of 4.99% of the number
of shares of our common stock outstanding immediately after giving
effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Private Placement Warrants;
provided, however, that any
holder may increase or decrease such percentage to any other
percentage not in excess of 9.99% upon at least 61 days’
prior notice from the holder to us.
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The
foregoing descriptions of the terms and conditions of the Private
Placement Warrants and Placement Agent Warrants are qualified in
their entirety by reference to the warrants which are filed as
Exhibit 4.1 and 4.2, respectively, to this Current Report on from
8-K.
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Item 8.01
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Other Events.
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On
December 11, 2018 we entered into an Uplisting Advisory and
Consulting Agreement with Spartan Capital pursuant to which Spartan
Capital will provide (i) advice and input with respect to
strategies to accomplish an uplisting of our common stock to the
Nasdaq Capital Market or NYSE American LLC or another national
securities exchange, and the implementation of such strategies and
making introductions to facilitate the uplisting, (ii) advice and
input with respect to special situation and restructuring services,
including debtor and creditor advisory services, and (iii)
sell-side advisory services with respect to the sale and
disposition of non-core businesses and assets, including
facilitating due diligence and identifying potential buyers and
strategic partners and positioning these businesses and assets to
maximize value. We paid Spartan Capital a fee of $200,000 for it
services under this agreement which is for a 12 month term
beginning on the closing date of the offering described earlier in
this Current Report on Form 8-K. The agreement also provides that
we will reimburse Spartan Capital for reasonable out-of-pocket
expenses, which we must approve in advance. The Uplisting Advisory
and Consulting Agreement contains customary confidentiality and
indemnification provisions. The foregoing description of the terms
and conditions of the Uplisting Advisory and Consulting Agreement
is qualified in its entirety by reference to the agreement which is
filed as Exhibit 10.1 to this Current Report on from
8-K.
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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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Filed
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4.2
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Form of
Placement Agent Warrant
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Filed
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10.1
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Uplisting
Advisory and Consulting Agreement dated December 11, 2018 by and
between Spartan Capital Securities, LLC and Bright Mountain Media,
Inc.
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Filed
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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:
January 14, 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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