Current Report Filing (8-k)
October 04 2018 - 12:21PM
Edgar (US Regulatory)
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.
|
|
(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 1.01
|
Entry into a Material Definitive Agreement.
|
|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
Agreements with Spartan Capital Securities
On
September 6, 2017 Bright Mountain Media, Inc. entered into a five
year Consulting Agreement with the Spartan Capital Securities, LLC
(“Spartan Capital”), a broker-dealer and member of
FINRA, which under its terms would not become effective until the
closing of the maximum offering of our securities in a private
placement in which Spartan Capital served as placement agent as
described below. On September 28, 2018 the Consulting Agreement
became effective and Spartan Capital was engaged to provide such
advisory services that we may reasonably request related to general
corporate matters, including, but not limited to advice and input
with respect to raising capital, assisting us with strategic
introductions, and assisting management with enhancing corporate
and shareholder value. As compensation for these services, on the
effective date of the agreement we paid Spartan Capital $500,000
and issued it 1,000,000 shares of our common stock valued at
$750,000 (the “Consulting Shares”). We agreed to
register the Consulting Shares for public resale under the resale
registration statement to be filed by us with the Securities and
Exchange Commission (the “SEC”) described
below.
Spartan
Capital is an accredited investor and the issuance of the
Consulting Shares was exempt from registration under the Securities
Act of 1933, as amended (the “Securities Act”) in
reliance on an exemption provided by Section 4(a)(2) of the
Securities Act.
On
September 6, 2017 we also entered into a five year M&A Advisory
Agreement with Spartan Capital which became effective on September
28, 2018 following the sale of the maximum offering in the private
placement described below. Under the terms of the agreement,
Spartan Capital will provide consulting services to us related to
potential mergers or acquisitions, including candidates, valuations
and transaction terms and structures. As compensation, we paid
Spartan Capital a fee of $500,000 on the effective date of the
agreement.
Both
agreements contain customary confidentiality and indemnification
provisions.
The
foregoing descriptions of the terms and conditions of the
Consulting Agreement and M&A Advisory Agreement are qualified
in their entirety by reference to the agreements which are filed as
Exhibit 10.45 and 10.46, respectively, to this Current Report on
from 8-K.
Final closing of private placement
On
September 28, 2018, we sold 3,475,000 units of our securities to 26
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. The
units (the “Units”) were sold at a purchase price of
$0.40 per Unit resulting in gross proceeds to us of $1,390,000.
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 a cash commission of $139,000 and issued it five
year placement agent warrants (“Placement Agent
Warrants”) to purchase an aggregate of 347,500 shares of our
common stock as compensation for its services. We used $1 million
of the proceeds from this final closing for the payment of the fees
due Spartan Capital under the terms of the Consulting Agreement and
M&A Advisory Agreement described above, and are using the
balance of $251,000 for general working capital.
Spartan
Capital acted as placement agent for us in this private placement,
and this latest closing represented the final closing of the
offering which commenced in January 2018 pursuant to which we
issued and sold an aggregate of 10,100,000 Units resulting in gross
proceeds to us of $4,040,000. During the course of this offering,
we paid Spartan Capital an aggregate cash commission of $404,000
and issued it Placement Agents Warrants to purchase an aggregate of
1,010,000 shares of our common stock, including the cash commission
and Placement Agent Warrants issued pursuant to the final closing
on September 28, 2018.
For the
36 months from the final closing of this private placement, we
granted Spartan Capital certain rights of first refusal if we
decide to undertake a future private or public offering or if we
decide to engage an investment banking firm.
We
granted the purchasers in the offering 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
agreed to file a resale registration statement within 120 days
following the final closing of this offering covering the shares of
our common stock issuable upon the exercise of the Private
Placement Warrants included in the Units. 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 promulgated under the Securities Act or
the date which is six months after the expiration date 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:
|
●
|
standard
anti-dilution provisions;
|
|
|
|
|
●
|
become
subject to a “cashless exercise” under certain
conditions; and
|
|
|
|
|
●
|
certain
call provisions at $0.01 per warrant if our stock trades at or
above $1.50 per share for 10 consecutive trading days with an
average daily trading volume of not less than 30,000 shares during
such 10 consecutive trading day period.
|
The
exercise price of the Placement Agent Warrants is also subject to
the proportional adjustment in the event of stock splits, stock
dividends and similar corporate events, and may be exercised on a
cashless basis. We also granted Spartan Capital piggy-back
registration rights with respect to the shares of our common stock
issuable upon the exercise of the Placement Agent
Warrants.
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.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|
No.
|
|
Exhibit Description
|
|
Form
|
|
Date Filed
|
|
Number
|
|
|
|
|
Form of
Private Placement Warrant
|
|
10-K
|
|
4/2/18
|
|
4.1
|
|
|
|
|
|
Form of
Placement Agent Warrant
|
|
10-K
|
|
4/2/18
|
|
4.2
|
|
|
|
|
|
Consulting
Agreement dated September 6, 2017 by and between Spartan Capital
Securities, LLC and Bright Mountain Media, Inc.
|
|
|
|
|
|
|
|
Filed
|
|
|
|
M&A
Advisory Agreement dated September 6, 2017 by and between Spartan
Capital Securities, LLC and Bright Mountain Media,
Inc.
|
|
|
|
|
|
|
|
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:
October 3, 2018
|
Bright
Mountain Media, Inc.
|
|
|
|
|
|
By: /s/
W. Kip Speyer
|
|
|
W. Kip
Speyer, Chief Executive Officer
|
Bright Mountain Media (QB) (USOTC:BMTM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Bright Mountain Media (QB) (USOTC:BMTM)
Historical Stock Chart
From Apr 2023 to Apr 2024
