Bright Mountain Acquisition Corp (Form: 8-K, Received: 12/04/2015 15:51:34)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 4, 2015

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Bright Mountain Acquisition Corporation

(Exact name of registrant as specified in its charter)

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Florida	000-54887	27-2977890
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

(Address of principal executive offices) (Zip Code)

561-998-2440

(Registrant’s telephone number, including area code)

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))

Item 1.01

Entry into a Material Definitive Agreement.

On December 4, 2015 Bright Mountain, LLC, a wholly-owned subsidiary of Bright Mountain Acquisition Corporation, entered into a Website Asset Purchase Agreement with War Is Boring, Ltd. Co. and its principal David Axe pursuant to which we agreed to purchase the www.warisboring.com website and all content and rights associated with it for an aggregate purchase price of $250,000. The purchase price will be paid $100,000 at closing and the balance of $150,000 to be paid monthly in an amount equal to 30% of the net revenues from the website, when collected, with the total amount of the earn out to be paid by January 4, 2019. We expect to close this transaction in early January 2016.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Bright Mountain Acquisition Corporation has filed Articles of Amendment to its Amended and Restated Articles of Incorporation changing the company’s name to “Bright Mountain Media, Inc.” The name change will be effective on December 7, 2015. The amendment was approved by our Board of Directors and majority shareholders as described more fully in our Information Statement on Schedule 14C as filed with the Securities and Exchange Commission on October 26, 2015. Concurrent with the name change, the symbol for our common stock on the OTCQB Tier of the OTC Markets will be changed to “BMTM.” Our common stock will be quoted under our new name and new symbol on December 7, 2015. The name change did not result in a change in the CUSIP number for our common stock.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

3.7		Articles of Amendment to the Amended and Restated Articles of Incorporation.

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 4, 2015	Bright Mountain Acquisition Corporation


	By:	/s/ Annette Casacci
		Annette Casacci, Chief Financial Officer

Exhibit Index


Exhibit No.		Description

3.7		Articles of Amendment to the Amended and Restated Articles of Incorporation.

EXHIBIT 3.7

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ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

BRIGHT MOUNTAIN ACQUISITION CORPORATION

Pursuant to Section 607.1006 of the Florida Business Corporation Act of the State of Florida (the “ FBCA ”), the undersigned Chief Executive Officer of Bright Mountain Acquisition Corporation (the " Corporation "), a corporation organized and existing under and by virtue of the laws of the State of Florida and bearing Document Number P10000050881, does hereby certify:

FIRST :

The Board of Directors approved the following amendment to the Corporation’s Amended and Restated Articles of Incorporation by a unanimous written consent on October 13, 2015 pursuant to Section 607.0821 of the FBCA, and recommended that the Corporation’s shareholders approve such amendment.

SECOND:

The holders of a majority of the Corporation’s issued and outstanding common stock, representing its sole class of voting securities, approved the following amendment to the Corporation’s Amended and Restated Articles of Incorporation by written consent on October 26, 2015 pursuant to Section 607.0704 of the FBCA. The number of votes cast by the majority shareholders was sufficient for approval.

THIRD :

Article I of the Corporation's Amended and Restated Articles of Incorporation is hereby deleted in its entirety and replaced with the following:

ARTICLE I

NAME

The name of the Corporation is Bright Mountain Media, Inc.

FOURTH :

The effective date of these Articles of Amendment shall be December 7, 2015.

IN WITNESS WHEREOF , the undersigned duly authorized officer has executed these Articles of Amendment as of October 27, 2015.


	Bright Mountain Acquisition Corporation

	By:	/s/ Annette Casacci
		Annette Casacci,
		Chief Financial Officer