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):   December 1, 2021

 

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)) Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
None   N/A   N/A

 

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 5.02   Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

Effective December 1, 2021, the Company appointed Mr. Matthew Drinkwater as its new Chief Executive Officer (CEO). Mr. Drinkwater joins the Company with an extensive track record of adding value to the Company’s he has worked for over his professional career in several Key Senior Executive and Sales roles at companies such as Buzzfeed, Twitter, Groupon Inc., Yahoo and America Online (AOL). Mr. W. Kip Speyer will remain with the Company in his role of Chairman of the Board and transition his CEO role to Mr. Drinkwater.

 

Mr. Drinkwater, 48, is a digital executive with extensive, progressively advancing leadership experience at iconic high tech brands. From 2017 to the present, he served as the Senior Vice President, International for BuzzFeed. He also was in Agency Development and Global Accounts at Twitter from 2015 to 2017 and head of Twitter’s Global Online Sales in San Paolo, Brazil from 2013 through 2015. Mr. Drinkwater served as Vice President of Groupon East Coast from 2011 to 2013 and, Senior Director of Sales, New England and Canada at Yahoo from 2009 to 2011. Mr. Drinkwater holds a B.A. in Economics from College of the Holy Cross.

 

NOTE: His employment contract’s term is for 3 years. The annual base salary is for $250,000 and he has a discretionary bonus target equivalent to 100% of his base salary subject to achievement of performance metrics. Lastly, he was granted 500,000 options of the Company’s common stock, which will vest at a rate of 25% per year beginning, December 1, 2021. For more information, please see the employment agreement attached.

 

On December 17, 2021, the Company issued a Press Release regarding the matter set forth in this Report, a copy of the Press Release is furnished herewith as Exhibit 99.1

 

9.01   Financial Statements and Exhibits.

 

(D) Exhibits .

 

10.1   Employment Agreement
     
99.01   Press Release dated December 17, 2021

 

2

 

 

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: December 17, 2021 Bright Mountain Media, Inc.
     
  By: /s/ Edward A. Cabanas
    Edward A. Cabanas, Chief Financial Officer

 

3

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.01

 

Bright Mountain Media Appoints Global Digital Media Executive Matt Drinkwater as Chief Executive Officer

 

Kip Speyer to Continue to Serve as Chairman of the Board of Directors

 

Boca Raton, FL, December 17, 2021 — Bright Mountain Media, Inc. (OTC Expert: BMTM), an end-to-end digital media and advertising services platform, today announced Matt Drinkwater, a respected global digital media executive, has been appointed as Chief Executive Officer, effective immediately. Kip Speyer will continue to serve as Chairman of the Company’s Board of Directors.

 

Matt Drinkwater is a digital executive with extensive, progressively advancing leadership experience at iconic high-tech brands including Buzzfeed, Twitter, Groupon, Yahoo, AOL and Lycos. He consistently demonstrated his agility in working across publishing, platform, format and AdTech mediums, collaborating with diverse domestic and international stakeholders. Most recently he served as Senior Vice President at BuzzFeed. Matt previously served as Head of Twitter’s Global Online Sales in Sao Paulo, Brazil. Before joining Twitter, Matt’s influential roles included Vice President at Groupon, Senior Director of Sales at Yahoo, and Regional Sales Director at AOL.

 

“We are privileged that Matt has accepted the position of CEO, bringing a deep understanding of digital media and an impressive track record at leading brands,” said Kip Speyer, Chairman of Bright Mountain Media. “He brings a deep understanding of operational optimization, business management, media sales, strategic partnerships and global team leadership. Matt will be instrumental in leading our end-to-end digital media and advertising services platform through the next stage of the company’s growth journey.

 

“It has been an honor to serve as CEO of Bright Mountain Media and I want to offer my sincere thanks to our employees whose hard work and dedication have allowed us to achieve so much. I am confident Matt is the executive best suited to guide our Company into the future and I look forward to working closely together with him to ensure a smooth transition.”

 

Drinkwater added, “I am thrilled to have the opportunity to lead Bright Mountain Media into its next exciting phase of growth. I believe strongly that loyal, well-defined audiences will always be sought after by advertisers, and there will be a premium rewarded for delivering these audiences at scale. We will continue to super serve the premium audiences we already reach, growing these organically and through acquisition into other high value demographics. I look forward to working with the executive team in driving growth for the company and building long-term value for our shareholders.”

 

 

 

 

About Bright Mountain Media

 

Bright Mountain Media, Inc. (OTC Expert: BMTM) is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics through the removal of middlemen in the advertising services process. The Company’s publishing division, led by Wild Sky Media, offers significant global reach through hyper-engaging content and multicultural audiences, reaching over 140 million users monthly as it tells the unique stories of our most diverse generation. The Company’s robust portfolio of websites includes Mom.com, CafeMom, LittleThings, MamásLatinas and many more. For more information, please visit www.brightmountainmedia.com.

 

Forward-Looking Statements for Bright Mountain Media, Inc.

 

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes, “ and similar words. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of our ability to successfully integrate acquisitions., and the realization of any expected benefits from such acquisitions You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in Bright Mountain Media, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission on May 14, 2020 and our other filings with the SEC. Bright Mountain Media, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.

 

Investor Contact:

 

MZ Group - MZ North America
949-259-4987
BMTM@mzgroup.us
www.mzgroup.us