Form 8-K - Current report
August 17 2023 - 5:15PM
Edgar (US Regulatory)
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2023-08-11
2023-08-11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): August 11, 2023
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
N/A
(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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
|
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Director
On
August 15, 2023, the Board of Directors (the “Board”) of Bright Mountain Media, Inc. (the “Company”) appointed
Jeff Hirsch as a director of the Company, effective as of August 15, 2023. Mr. Hirsch will serve as a director of the Company until the
next annual meeting of shareholders, or until his successor is elected and qualified. The Board has determined that Mr. Hirsch qualifies
as an independent director under the New York Stock Exchange listing standards.
Mr.
Hirsch, 65, has over 25 years in technology, business and sales organization development, brand strategy and investor relations. From
July 2016 to April 2023, Mr. Hirsch held various leadership roles at PubMatic (NASDAQ: PUBM), including serving as Chief Commercial Officer.
He also held prior executive roles as President of CPXi (now Digital Remedy), Chief Executive Officer of AudienceScience, Chief Marketing
Officer of SundaySky, SVP of ValueClick, and was a founder and Chief Revenue Officer of Fastclick (NASDAQ: FSTC). Mr. Hirsch graduated
from the University of California, Santa Barbara with a B.A. in Experimental Psychology.
Mr.
Hirsch will receive director compensation as set forth below. There are no related party transactions between the Company and Mr. Hirsch
which would require disclosure under Item 404 of Regulation S-K.
Committees
of the Board of Directors
On
August 15, 2023, the Board approved the composition of the Audit Committee, Compensation Committee, and Governance and Nominating Committee
of the Company (the “Committees”) as follows:
Audit
Committee |
|
Compensation
Committee |
|
Governance
and Nominating Committee |
Pamela
Parizek (Chair) |
|
Harry
D. Schulman (Chair) |
|
Harry
D. Schulman (Chair) |
Harry
D. Schulman |
|
Pamela
Parizek |
|
Pamela
Parizek |
Director
Compensation
On
August 15, 2023, the Board amended its director compensation policy to include quarterly, cash compensation of $10,000 for service
as a director and an additional quarterly, cash compensation of $5,000 for service as chair of one or more committees (the
“Additional Cash Consideration”). The Additional Cash Consideration is effective April 1, 2023 with payments commencing
in October 2023. The director compensation policy continues to provide for 100,000 shares of common stock per year on a
pro-rata basis, based on their start date, and the reimbursement for fees, travel, and expenses related to the attendance of Board
and committee meetings, if and when incurred. Currently, the following directors will receive compensation pursuant to the
director compensation policy: Kip Speyer, Pamela Parizek, Harry D. Schulman and Jeff Hirsch.
Item
8.01. Other Events.
On
August 11, 2023, the Board approved certain amendments to warrants to purchase approximately 15.3 million shares of the Company’s
common stock held by investors associated with Spartan Capital Securities, LLC and its affiliates. The warrants were amended to
reduce the exercise price currently ranging from $0.65 - $0.75 to $0.40 per share and to extend the term of such warrants to June 30,
2025 or December 31, 2025. The Board also approved entering into a resale registration statement on Form S-1 to register the resale of
the shares underlying the warrants. The Board authorized management of the Company to prepare and finalize the amendments to the warrants
and the corresponding registration rights agreement.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
August 17, 2023 |
BRIGHT
MOUNTAIN MEDIA, INC. |
|
|
|
By: |
/s/
Matt Drinkwater |
|
|
Matt
Drinkwater |
|
|
Chief
Executive Officer |
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