Bright Mountain Media, Inc. (Form: 8-K, Received: 02/10/2023 16:33:29)

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) February 8, 2023

Bright Mountain Media, Inc.
(Exact name of registrant as specified in its charter)

Florida	000-54887	27-2977890
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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
Common Stock par value $.001		BMTM		OTCMKTS

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.

On February 8, 2023, Bright Mountain Media, Inc. (the “Company”) and W. Kip Speyer memorialized Mr. Speyer’s continued service as Chairman of the Board of Directors. Also, the Company and Mr. Speyer memorialized the expiration date for Mr. Speyer’s employment agreement with the Company as April 1, 2023.

A copy of the letter relating to these matters is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Letter Agreement dated February 8, 2023 by and between W. Kip Speyer and Bright Mountain Media, Inc.
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: February 10, 2023	BRIGHT MOUNTAIN MEDIA, INC.

	By:	/s/ Matt Drinkwater
		Matt Drinkwater
		Chief Executive Officer

Exhibit 10.1

Bright Mountain Media, Inc.

6400 Congress Avenue

Boca Raton, Florida 33487

February 8, 2023

W. Kip Speyer

[Address]

[City, State, Zip]

Dear Kip:

Reference is hereby made to that certain Employment Agreement dated April 1, 2020 by and between Bright Mountain Media, Inc. (the “Company”) and W. Kip Speyer (“Speyer” and collectively with the Company, the “Parties”). Notwithstanding anything contained in the Employment Agreement to the contrary, the Parties mutually agree that the term of the Employment Agreement shall expire on April 1, 2023. As of such date, no further compensation shall be payable to Speyer thereunder. Speyer shall continue as Chairman of the Company thereafter as an employee “at will” performing the same services or tasks on behalf of the Company as previously performed for an annual salary of $1. To the extent permissible under applicable laws and under the Company’s applicable health, dental and vision policies, the Company shall offer Speyer the same type of health, dental or vision policy coverage he previously carried through the Company (subject to any changes made by the Company but offered to all other executives and employees and subject to the terms and conditions of such policies) until his resignation or removal as Chairman pursuant to the provisions contained in the governing documents of the Company.

Speyer and the Company, as applicable, hereby agree to continue to be bound by Sections 5 (other than sub-clause F) through 9, 11, 12, 14, 19 and 21 of the Employment Agreement and any reference in the Employment Agreement to any term of employment or covering any period after his term of employment ends shall include the period of time he continues as Chairman of the Company.

[SIGNATURE PAGES FOLLOW]

If the foregoing terms and conditions are acceptable to you, please indicate your agreement to be bound by the terms of this Letter Agreement by countersigning in the space provided below and returning an executed copy to each of the undersigned.

ACCEPTED AND AGREED
ON THIS 8^th DAY OF FEBRUARY 2023:

/s/ W. Kip Speyer
W. Kip Speyer

Bright Mountain Media, Inc.

By:	/s/ Matthew Drinkwater
Name:	Matthew Drinkwater
Title:	Chief Executive Officer