Form 8-K - Current report

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): July 10, 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 8.01. Other Events.

On July 10, 2023, Bright Mountain Media, Inc. (the “Company”) issued an update to shareholders from its Chief Executive Officer, Matt Drinkwater, providing an update on recent developments. A copy of the Company’s press release with the update to shareholders is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 10, 2023.
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: July 10, 2023	BRIGHT MOUNTAIN MEDIA, INC.

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

Exhibit 99.1

BRIGHT MOUNTAIN MEDIA PROVIDES SHAREHOLDER UPDATE

Boca Raton, FL, July 10, 2023 — Bright Mountain Media, Inc. (OTCQB: BMTM) (“Bright Mountain” or the “Company”), a global holding company with current investments in digital publishing, advertising technology, consumer insights, and creative and media services, today issued an update to shareholders from its Chief Executive Officer, Matt Drinkwater.

Dear Fellow Shareholders,

2023 has been a transformative year for Bright Mountain Media, even as the media landscape continues to evolve. Bright Mountain Media is focused on growth, and we find ourselves at the beginning of a tectonic change in media and privacy practices.

Now more than ever, companies are looking for new and additional means to target their messaging to their desired audiences as regulatory concerns accelerate the impact on existing industry standards. Washington has spoken, and tech companies will be limited in how they monetize your personal information for advertising purposes.

Two highly visible examples of this trend are the impending degradation of Google’s Third party cookie and the data security measures embedded within Apple’s iPhone. This has created a need for companies to find new methods to better understand their target audiences, and have the tools to reach those audiences.

It’s in this ever-changing environment that, in a transformative deal, Bright Mountain acquired the assets of Big Village’s Insights and Agency divisions in April 2023. Big Village is a licensed and accredited market research firm, where data is at the forefront of providing valuable consumer insight.

What Is Big Village and Why It Is Important

First and foremost, acquiring Big Village’s assets creates a step change in the financial profile of our company. Insights and Agency bring Bright Mountain approximately $50 million of annualized revenue. This compares to the approximately $19.6 million of revenue Bright Mountain reported in 2022. Additionally, the combined entity had assets of over $72 million, as of March 31, 2023 pro forma financials. This increase also brings scale to the organization and should bring the cost advantages you’d expect. We are now the operators of a massive insights and data business.

Big Village Insights provides robust consumer data and market research assets to Bright Mountain’s portfolio, making Bright Mountain a destination for companies looking to understand their customers’ preferences, seeking creative and media solutions to reach those customers, and requiring brand measurement tools to track success. The Agency division adds to Bright Mountain a creative and media platform for our customers to formulate media strategy, produce associated media, and manage the execution of that strategy.

How Does Big Village Fit In Bright Mountain’s Broader Strategy?

We believe the addition of Big Village evolves Bright Mountain to meet and lead the current media market, transforming the company from a simple media publishing organization to a complete media solutions provider that pairs publishing, creative media, data-driven research that creates in-depth customer insights, and technology-enhanced optimization and targeting. Big Village allows Bright Mountain to refer internal opportunities providing overlap across our varied customer bases. With this overlap, Bright Mountain can monetize existing customer relationships multiple times, creating a flywheel effect.

Final Thoughts

The regulatory environment surrounding personally identifiable information is changing in favor of individual privacy. Consumers are also placing more emphasis on privacy in their everyday decisions. With Apple introducing new privacy features to the iPhone and Google moving away from tracking users with Cookies, acquiring consumer data and insights becomes ever more critical. As the big players in consumer data move away from publicizing their data, Bright Mountain looks to fill the void as a licensed and accredited market research firm. The opportunity is enormous, with global digital advertising reaching $626.9 billion in 2023 and expected to grow 10% annually through 2026.

The media market remains a fragmented space. With our unique product set, we are positioned to capitalize on opportunities to grow, both organic and inorganic. With Big Village’s addition, Bright Mountain Media now presents a unique value proposition that only becomes more important over time.

We are excited about the position we are in and where we believe the overall market for research, publishing and data-driven solutions are heading. We believe Bright Mountain is uniquely positioned to take advantage of the evolving regulatory environment and capitalize on the data group and capabilities we have in house. We look forward to sharing the progress with all of our stakeholders in the coming months and years.

Sincerely,

Matt Drinkwater, CEO

About Bright Mountain Media

Bright Mountain Media, Inc. (OTCQB: BMTM) unites a diverse portfolio of companies to deliver a full spectrum of advertising, marketing, technology, and media services under one roof—fused together by data-driven insights. Bright Mountain Media’s brands include Big Village Insights, Big Village Agency, Wild Sky Media, and BrightStream. 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 year ended December 31, 2022 as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2022 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 Relations

Brian M. Prenoveau, CFA

MZ Group – MZ North America

BMTM@mzgroup.us

561 489 5315

Cover	Jul. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 10, 2023
Entity File Number	000-54887
Entity Registrant Name	Bright Mountain Media, Inc.
Entity Central Index Key	0001568385
Entity Tax Identification Number	27-2977890
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	6400 Congress Avenue
Entity Address, Address Line Two	Suite 2050
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	998-2440
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false