Business
Summary
Bright
Mountain Media, Inc. is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect
brand advertisers with select-targeted consumers – both large audiences and more granular segments – across digital, social
and connected television (CTV) publishing formats. We define “end-to-end” as our process for taking ad buying from beginning
to end, delivering a complete functional solution, limiting involvement from a third party.
Through
acquisitions and organic product development initiatives, we have consolidated and plan to further condense key elements of the prevailing
digital advertising supply chain through the elimination of industry “middlemen” and/or costly redundancy of services. Our
aim is to enable and support a streamlined, end-to-end advertising model that addresses both demand (ad buy side) and supply (media sell
side) for both direct sales teams and programmatic sales and publishing of digital advertisements that reach specific target audiences
based on what, where, when and how that specific target audience elects to access certain web and/or streaming video content. Programmatic
advertising relies on computer programs to use data and proprietary algorithms to select which ads to buy and for what price, while direct
sales involves traditional interpersonal contact between ad buyers and advertising sales representative(s) resulting in an IO (insertion
order) business.
By
selling advertisements on our current portfolio of owned and operated websites and CTV apps, coupled with acquisition or development
of other niche web properties in the future, we are building depth in specific demographic verticals that allow us to package audiences
into targeted consumer categories valued by advertisers.
We
currently own parenting and lifestyle domains CafeMom, Mom.com, LittleThings, Revelist, BabyNameWizard and MamasLatinas. Our diverse
digital publishing website portfolio averages more than 100 million page views per month. These digital publishing assets are the foundation
of one of Bright Mountain Media’s audiences – women between the ages of 19-54, which we believe appeal to brands focused
on marketing consumer products and providing products and services relating to parenting, financial services, health, lifestyle and travel,
among others. Major brands on our platform connecting with consumers using our parenting and lifestyle domains include Amazon, Target,
Disney, Unilever, Clorox, Warner Brothers, and Chase Bank.
Market
Challenge:
Current
Advertising Model Reliant on Digital Advertising Supply Chain
According
to eMarketer, U.S. digital ad spending surpassed traditional media spending in 2019 and is projected to reach over two-thirds of total
media spending by 2023. With the migration of ad dollars to mobile devices, desktops and connected televisions, the digital advertising
supply chain has evolved into a fragmented and complex ecosystem, forcing ad buyers to contend with hundreds, if not thousands, of touch
points. Consequently, numerous specialized product and service providers now populate the ecosystem, standing in between brands and ad
agencies and publishers and their media. Key players in the prevailing supply chain, whom we will refer to as “middlemen,”
include:
| ● | Advertiser
ad servers: direct ads to their designated place in a publisher’s inventory when
the correct impression opportunity is available. |
| ● | Ad
networks: networks of relationships established between the buy and sell side to make
the ad buying process easier and to expose more inventory and purchasing opportunities. |
| | |
| ● | Ad
exchanges: a web of ad networks, enabling real-time bidding transactions through a single
source. |
| | |
| ● | Demand
side platforms (DSPs): a platform that executes programmatic media buying, a form of
buying in which inventory is purchased real-time to show one specific ad to one consumer
in one individual context – including determining which media, how much to buy and
at what price. Ad placement is bought on an individual impression basis, as opposed to being
bought per thousand impressions (CPM). |
| | |
| ● | Supply
side platforms (SSPs): a platform that serves a similar function to a DSP, but on the
sell side. It is a platform which publishers use to facilitate real-time bidding, as well
as some direct buys. Its goal is to help advertisers purchase impressions more efficiently. |
| | |
| ● | Trading
desks: the programmatic buying arm of an agency that aggregates programmatic, auction-based
inventory across various DSPs and ad exchanges. |
| | |
| ● | Private
marketplaces: an invitation-only marketplace that gives agency buyers access to premium
inventory while using automated or programmatic buying methods to purchase faster, thus eliminating
the RFP and negotiation process. |
| | |
| ● | Data
management platforms (DMPs): a platform which stores, organizes and analyzes first- and
third-party data to discover and reach target audiences. It then applies in-depth measurement
to optimize media buying and creatives. |
| | |
| ● | Media
management platforms: working alongside all the players in the ecosystem, media management
companies provide tools to manage campaigns, automating every step of the advertising workflow,
including planning, buying, analyzing, optimizing and invoicing. |
| | |
| ● | Measurement
and analytics providers: these players aggregate and organize data so that marketers
can get a holistic view of the campaign metrics they care most about. |
| | |
| ● | Data
providers: they provide insight across the spectrum, from audience to pricing, so that
marketers may make better ad buying decisions. Data is specifically used for targeting, segmentation,
identification, verification and more. |
Aside
from frustration caused by managing so many disparate services and providers, advertisers face challenges that can be difficult to address
within the prevailing ecosystem. For instance, advertisers may have difficulty ascertaining the value they receive for the ad dollars
spent and/or lack certainty on how best to mitigate advertising fraud. Many advertisers may not have the resources necessary to neutralize
or lessen the impact of ad-blocking software or have control over where their advertisements actually appear on the web.
Downstream,
publishers may not be able to generate sufficient revenue to support their web pages and/or overall operations after the middlemen are
paid their fees. (See Current Advertising Model graphic below).
![](https://content.edgar-online.com/edgar_conv_img/2022/10/28/0001493152-22-029766_forms-8_002.jpg)
The
Solution:
Optimizing
the Digital Advertising Supply Chain
Through
Bright Mountain Media’s technology-driven platform, the supply chain is consolidated and condensed into a streamlined, end-to-end
solution providing ad buyers and publishers with a sole source capable of delivering products and services to meet their respective needs
and objectives without reliance on third-party providers. (See Optimizing the Supply Chain graphic below).
![](https://content.edgar-online.com/edgar_conv_img/2022/10/28/0001493152-22-029766_forms-8_003.jpg)
Building
Our Platform
Since
our founding in 2010, Bright Mountain Media has operated as a digital media holding company for websites primarily targeting the military
and public safety sectors, including active, reserve and retired military; law enforcement; first responders and other public safety
employees. In addition to our corporate website, we own and/or manage a portfolio of websites customized to provide our target users
with products, information and news that we believe may be of interest to them. In addition, up until December 2018, we operated ecommerce
businesses, which we exited to focus exclusively on evolving our business into a full service digital media and advertising services
and solutions company. Since August 2019, we have completed and vertically integrated three acquisitions as part of our business plan:
|
● |
S&W Media, which we subsequently
rebranded as Oceanside Media |
|
● |
News Distribution Network, which we subsequently
rebranded as MediaHouse |
|
● |
CL Media Holdings, d/b/a Wild Sky Media |
As
consumers shift from traditional cable boxes to Internet-enabled devices and smart televisions, advertising budgets are following. CTV/OTT
apps are presenting the opportunity for publishers to not only diversify revenue streams and capitalize on an influx of high CPM ad spends,
but also to increase distribution by getting in front of a growing audience on numerous platforms. Leveraging Oceanside’s proprietary
streaming technology; CTV/Over-the-Top (OTT) app development and monetization experience; and 13 CTV/OTT apps offered on ROKU, Apple
TV, Amazon Fire and Android TV; Bright Mountain Media has become a one-stop-shop helping existing publishers, content creators and influencers
to access connected TV audiences via our SSP. We enable digital advertisers to reach engaged digital TV audiences while delivering impactful
video ad formats and aligning their brands with premium vertical video content. Our focus is in developing proprietary video content
for specific verticals; distribution of that content; and securing deals with OTT companies providing for the pre-installation of our
CTV/OTT apps on web-enabled televisions or through an Internet-enabled device, such as ROKU or Apple TV, connected to a conventional
television.
Through
Wild Sky Media, we own and operate parenting and lifestyle brands CafeMom, Mom.com, LittleThings, Revelist, BabyNameWizard and MamasLatinas.
This portfolio of established multimedia websites is enabling Bright Mountain Media to build the next generation of brands that women
can identify with while providing advertisers with a packaged target audience to market a broad range of premium branded products and
services.
Our
cloud-based platform, referred to as Bright Mountain Network and BrightX (Bright Exchange), also provides advertisers with additional
built-in services including campaign planning and execution, data integration, optimization, ad placement verification, cross-device
targeting and fraud detection, among other functions.
Moving
forward, we plan to continue seeking complementary companies and technologies to acquire with a primary focus on DSPs, SSPs, ad exchanges,
ad servers and DMPs. In addition, we plan to continue to implement organic growth initiatives centered on the design and development
of software products that we believe will enhance and support our expanding platform and business operations – all capabilities
that we believe will increase revenues and improve gross profit margin on sales.
We
believe that our advertisers benefit from the high level of granularity, transparency and accountability our platform provides for their
ad campaigns and marketing budgets. Publishers, including our owned and operated websites and CTV apps, benefit from capturing a larger
share of the total ad spend.
Industry
Outlook
In
February 2019, eMarketer published a report in which the market research firm noted that US digital ad spending is expected to achieve
17.0% growth this year, increasing to $151.3 billion (pre-COVID). (See Digital Ad Spending in the US, 2018-2023 chart inset below.)
![](https://content.edgar-online.com/edgar_conv_img/2022/10/28/0001493152-22-029766_forms-8_004.jpg)
However,
in June 2020, eMarketers revised its earlier forecast in a report titled “US Digital Ad Spending Update Q2 2020,” decreasing
its previous expectation from 17% growth in 2020 to 1.7%, rising to $134.7 billion for the year. (See How Has the Forecast for Digital
Ad Spending in the US Changes? 2019-2024 chart inset below.)
![](https://content.edgar-online.com/edgar_conv_img/2022/10/28/0001493152-22-029766_forms-8_005.jpg)
In
another recent study, published by Interactive Advertising Bureau (IAB) in September 2020 and titled “2020-21 Covid Impact on Advertising,”
the report reflected that digital ad spending may actually expand 6%, while traditional media advertising will decline 30%, indicating
digital’s market share is growing as a result of the global coronavirus pandemic.
Bernstein
Research, a Wall Street brokerage and research firm, released a report in August 2020 is even more bullish on the market, suggesting
that “digital ad spend may have turned the corner from March-April lows and current trends are pointing towards a ‘long promised’
migration of $70 billion from the television ad market to digital channels, with a 13% year-on-year uptick expected in the second half
of 2020.” (Source: https://menafn.com/1100658712/Digital-ads-poised-for-13-YoY-uptick-long-promised-migration-from-linear-TV-Report).
Intellectual
Property
We
currently rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our
success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on
the proprietary rights of others. We also enter into proprietary information and confidentiality agreements with our employees, consultants
and commercial partners and control access to, and distribution of, our software documentation and other proprietary information.
Technology
and Product Platforms (including URL’s)
Our
top technical priority is the fast and reliable delivery of pages and ads to our users. Our systems are designed to handle traffic and
network growth. We rely on multiple tiers of redundancy / failover and third-party content delivery network to achieve our goal of 24
hours-a-day, seven-days-a-week website uptime. Regular automated backups protect the integrity of our data. Our servers are continuously
monitored by numerous third-party and open-source monitoring and alerting tools.
Competition
The
internet and industries that operate through it are intensely competitive. We compete with other companies that have significantly greater
financial, technical, marketing, and distribution resources. Our competitors include Verizon Media, AppNexus, Pubmatic, The Arena Group,
and Ziff Davis.
Most
of our competitors have significantly greater financial, technical, marketing and distribution resources as well as greater experience
in the industry. There are no assurances we will ever be able to effectively compete in our marketplace. Our websites, ad technology,
and monetization solutions may not be competitive with other technologies and/or our websites, ad technology, and monetization solutions
may be displaced by newer technology. If this happens, our sales and revenues will likely decline. In addition, our current and potential
competitors may establish cooperative relationships with larger companies, to gain access to greater development or marketing resources.
Competition may result in price reductions, reduced gross margins and loss of market share.
Customers
Our
customers are various advertisers, advertising agencies and advertising service organizations all seeking to have their respective advertisements
placed on one of the many platforms serviced by the Company.
Regulatory
Environment
Interest-based
advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, has
come under increasing scrutiny by legislative, regulatory, and self- regulatory bodies in the United States and abroad that focus on
consumer protection or data privacy. In particular, this scrutiny has focused on the use of cookies and other technology to collect or
aggregate information about Internet users’ online browsing activity. Because we, and our clients, rely upon large volumes of such
data collected primarily through cookies, it is essential that we monitor developments in this area domestically and globally, and engage
in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data
to provide our services.
We
provide this notice through our privacy policy, which can be found on our website at http://www.brightmountainmedia.com. As stated in
our privacy policy, our technology platform does not collect information, such as name, address, or phone number, that can be used directly
to identify a real person, and we take steps not to collect and store such personally identifiable information from any source. Instead,
we rely on IP addresses, geo-location information, and persistent identifiers about Internet users and do not attempt to associate this
data with other data that can be used to identify real people. This type of information is considered personal data in some jurisdictions
or otherwise may be the subject of future legislation or regulation. The definition of personal data varies by country and continues
to evolve in ways that may require us to adapt our practices to avoid violating laws or regulations related to the collection, storage,
and use of consumer data. For example, some European countries consider IP addresses or unique device identifiers to be personal data
subject to heightened legal and regulatory requirements. As a result, our technology platform and business practices must be assessed
regularly in each country in which we do business.
There
are also a number of specific laws and regulations governing the collection and use of certain types of consumer data relevant to our
business. For example, the Children’s Online Privacy Protection Act (“COPPA”), imposes restrictions on the collection
and use of data about users of child-directed websites. To comply with COPPA, we have taken various steps to implement a system that:
(i) flags seller-identified child-directed sites to buyers, (ii) limits advertisers’ ability to serve interest-based advertisements,
(iii) helps limit the types of information that our advertisers have access to when placing advertisements on child- directed sites,
and (iv) limits the data that we collect and use on such child-directed sites.
The
use and transfer of personal data in EU member states is currently governed under the EU Data Protection Directive, which generally prohibits
the transfer of personal data of EU subjects outside of the EU, unless the party exporting the data from the EU implements a compliance
mechanism designed to ensure that the receiving party will adequately protect such data. We have relied on alternative compliance measures,
which are complex, which may be subject to legal challenge, and which directly subject us to regulatory enforcement by data protection
authorities located in the European Union. By relying on these alternative compliance measures, we risk becoming the subject of regulatory
investigations in any of the individual jurisdictions in which we operate. Each such investigation could cost us significant time and
resources, and could potentially result in fines, criminal prosecution, or other penalties. Further, some of these alternative compliance
measures are facing legal challenges, which, if successful, could invalidate the alternative compliance measures that we currently rely
on. It may take us significant time, resources, and effort to restructure our business and/or rely on another legally sufficient compliance
measure. In addition, the European Union has finalized the General Data Protection Regulation (“GDPR”), which became effective
in May 2019. The GDPR sets out higher potential liabilities for certain data protection violations, as well as a greater compliance burden
for us in the course of delivering our solution in Europe; among other requirements, the GDPR obligates companies that process large
amounts of personal data about EU residents to implement a number of formal processes and policies reviewing and documenting the privacy
implications of the development, acquisition, or use of all new products, technologies, or types of data. Further, the European Union
is expected to replace the EU Cookie Directive governing the use of technologies to collect consumer information with the ePrivacy Regulation.
The ePrivacy Regulation propose burdensome requirements around obtaining consent and impose fines for violations that are materially
higher than those imposed under the Cookie Directive.
The
UK’s decision to leave the European Union may add cost and complexity to our compliance efforts. If UK and EU privacy and data
protection laws and regulations diverge, we will be required to implement alternative EU compliance measures and adapt separately to
any new UK requirements.
Additionally,
our compliance with our privacy policy and our general consumer privacy practices are also subject to review by the Federal Trade Commission
and state regulators, which may bring enforcement actions to challenge allegedly unfair and deceptive trade practices, including the
violation of privacy policies and representations therein. Certain State Attorneys General may also bring enforcement actions based on
comparable state laws or federal laws that permit state-level enforcement. Outside of the United States, our privacy and data practices
are subject to regulation by data protection authorities and other regulators in the countries in which we do business.
Beyond
laws and regulations, we are also members of self-regulatory bodies that impose additional requirements related to the collection, use,
and disclosure of consumer data, including the Internet Advertising Bureau (“IAB”), the Digital Advertising Alliance, the
Network Advertising Initiative, and the Europe Interactive Digital Advertising Alliance. Under the requirements of these self-regulatory
bodies, in addition to other compliance obligations, we provide consumers with notice via our privacy policy about our use of cookies
and other technologies to collect consumer data, and of our collection and use of consumer data to deliver interest-based advertisements.
We also allow consumers to opt-out from the use of data we collect for purposes of interest-based advertising through a mechanism on
our website, linked through our privacy policy as well as through portals maintained by some of these self-regulatory bodies. Some of
these self-regulatory bodies have the ability to discipline members or participants, which could result in fines, penalties, and/or public
censure (which could in turn cause reputational harm). Additionally, some of these self-regulatory bodies might refer violations of their
requirements to the Federal Trade Commission or other regulatory bodies.
Human
Capital
Because
of the service character of our business, the quality of personnel is of crucial importance to our continuing success and our employees,
including creative, digital, research, media and account specialists, and their skills and relationships with clients, are among our
most valuable assets. We conduct extensive employee training and development throughout our companies. There is keen competition for
qualified employees.
As
of September 30, 2022, we had 59 employees, of which 34 were employed in the U.S. and 25 outside of the U.S.
We
employ a balanced approach in managing our human capital resources. Depending on where a human-capital management function is most effective
or efficient, processes are either managed at the holding company or designated to our operating units to adopt strategies appropriate
for their client sector, workforce makeup, talent requirements and business demands. The Company relies on contracted resources to provide
accounting support and intends to add staff to its accounting department to improve controls over its accounting and reporting processes.
The
holding company retains oversight of all human capital resources and activities, setting standards, providing support and policy guidance,
and sharing programs. At the corporate center, centralized human capital management processes include development of human resources
governance and policy; executive compensation for senior leaders across the Company; benefits programs; performance planning, development
and retention of the Company’s senior-most executives and key roles in the operating units; and executive development.
The
Company sets specific standards for human capital management and, on a yearly basis, assesses each operating unit’s performance
in managing and developing its workforce. We undertake human capital initiatives with an aim of ensuring that employees have the high
level of competence and commitment our businesses need to succeed. We formally assess our operating units against their efforts in the
areas of people development, diversity and inclusion, performance management, talent acquisition and organization development in order
to drive or support the units’ strategic business and growth goals. Accordingly, the operating units create and deploy skills-training
programs, management training, employee goal-setting and feedback platforms, applicant-tracking systems, new-employee onboarding processes,
and other programs intended to enhance the performance and engagement of the workforce.
Diversity,
Equity and Inclusion are essential priorities for the Company. Our goal is that our talent represents the diversity of our communities
and consumers, with a corporate culture that drives belonging, well-being and growth. We believe that such a workplace will enable us
to provide cultural insights to help our clients make authentic and responsible connections with their customers. The programs we provide
in support of diversity, equity and inclusion include events, training and curated and bespoke content, research and tools, to foster
awareness and action on an array of critical issues that we believe are vital for the recruitment, retention, advancement, well-being
and belonging for people who are part of under-represented groups.
The
events of the past year have highlighted the importance of providing emotional as well as material support to our employees in these
demanding times. In response to the ongoing COVID-19 public health crisis, we provided increased support for our people.
History
of our company
We
were organized as a Florida corporation in 2010 under the name Speyer Investment Advisors, Inc. In 2012, we changed our name to Speyer
Investment Research, Inc. In 2014, as we began building our brand, we changed our name to Bright Mountain Holdings, Inc. and in 2015
we changed our name to Bright Mountain Acquisition Corporation and then to Bright Mountain Media, Inc. as we began implementing our strategy
to transform into a digital media holding company. During 2018, the Company decided to discontinue its e-commerce product sales segment
to focus entirely on the advertising segment. In 2020, we acquired Wild Sky in the digital publishing area sticking with the strategy
to focus on the advertising segment.
Additional
information concerning the terms of material business combinations can be found in Part II, Item 8, Financial Statements and Supplementary
Data, Note 1, “Nature of Operations and Basis of Presentation” and Note 3, “Acquisitions”.
Executive
Officers and Directors
Name |
|
Age |
|
Position
|
W.
Kip Speyer |
|
74 |
|
Chairman
of the Board of Directors |
Matthew
Drinkwater* |
|
49 |
|
Chief
Executive Officer & Director |
Miriam
Martinez |
|
66 |
|
Chief
Financial Officer |
Todd
F. Speyer |
|
41 |
|
Director
& CEO – Bright Mountain, LLC |
Pamela
Parizek |
|
57 |
|
Director |
Charles
H. Lichtman |
|
67 |
|
Director |
Harry
Schulman |
|
70 |
|
Director |
Gretchen
Tibbits |
|
54 |
|
Director
|
|
|
|
|
|
*
Named Executive Officer (“NEO”)
W.
Kip Speyer has been our CEO, President and Chairman of the Board since May 2010. During December 2021, he has stepped down as
CEO and transitioned Mr. Matthew Drinkwater as the Company’s new CEO. From 2005 to 2009 Mr. Speyer served as a director, the president
and chief executive officer of Speyer Door and Window, LLC, which was sold to Haddon Windows, LLC (SecuraSeal, LLC, AccuWeld Corporation)
in December 2009. From October 2002 to May 2005 Mr. Speyer had been a private investor. Mr. Speyer was president and chief executive
officer of Intelligent Systems Software, Inc. from October 2000 through June 2002, whereby Mr. Speyer became chief executive officer
of ICAD, Inc. (ICAD: NASDAQ) which was a combination of ISSI and Howtek, Inc. (HOWT:NASDAQ). Mr. Speyer was the president and chief executive
officer of Galileo Corporation (GAEO: NASDAQ) from 1998 to 1999. Galileo Corporation changed its name to NetOptix (OPTX: NASDAQ) and
was merged with Corning Corporation (GLW: NYSE) in a stock purchase in May 2000. From 1996 to 1998 Mr. Speyer was the president of Leisegang
Medical Group, three medical device companies owned by Galileo Corporation. Prior to joining Galileo Corporation, Mr. Speyer founded
Leisegang Medical, Inc. and served as its president and chief executive officer from 1986 to 1996. Leisegang Medical, Inc. was a company
specializing in medical devices for women’s health. Mr. Speyer is a graduate of Northeastern University, Boston, Massachusetts,
where he earned a Bachelor of Science Degree in Business Administration in 1972. Mr. W. Kip Speyer is active in many local charities
and is the father of Mr. Todd F. Speyer, our Chief Operating Officer – Bright Mountain, LLC and a director. Mr. Speyer’s
experience as the Chief Executive Officer and/or Chairman of the Board of Directors of other public companies were factors considered
by our board of directors in concluding that he should be serving as a director of our company.
Matthew
Drinkwater Mr. Drinkwater was appointed Chief Executive Officer on December 1, 2021. 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. Drinkwater, 49, 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.
Miriam
Martinez With over 30 years of diverse industry and international experience, Ms. Martinez has recently joined the company as
our Chief Financial Officer whereby she leads the company’s Finance and HR organizations. Prior to joining Bright Mountain Media,
she served as SVP and CFO for Emergent Capital Inc., a Specialty Finance Company. Earlier in her career, she served as Regional President
and Chief Financial Officer for Qimonda N.A., a leading Global Memory Supplier. Ms. Martinez holds a BA from Pace University and an MBA
from Nova University.
Todd
F. Speyer has been a member of the board of directors and an employee of our company since January 2011, currently serving as
our Chief Executive Officer – Bright Mountain, LLC. Mr. Speyer is responsible for the content and operations of our owned websites
and proprietary ad serving technology. For over the previous five and one-half years, he has been responsible for the integration of
all website organic growth and acquisitions, including content, design and visitor traffic. Previously, Mr. Speyer was our Director of
Business Development, helping locate acquisitions and shaping the website portfolio. Mr. Speyer graduated from Florida State University
in 2004 with a Bachelor of Arts Degree in English Literature. Mr. Todd F. Speyer is the son of Mr. W. Kip Speyer, our CEO, President
and Chairman. Mr. Speyer’s website development experience as well as his marketing experience were factors considered by our board
of directors in concluding that he should be serving as a director of our company.
Pamela
Parizek has been a member of our Board of Directors since October 2020. Pam has over 30 years of experience advising corporate
boards, audit committees, c-suite executives and outside counsel on complex accounting, legal and regulatory matters. She is a JD/CPA,
certified in financial forensics, and previously served in the enforcement division of the U.S. Securities and Exchange Commission (SEC)
and led the Washington, DC forensic practice of a Big Four accounting firm. Pamela has led numerous investigations involving public companies,
private entities and charitable foundations and her findings have been presented to U.S. and foreign regulatory authorities – in
compliance with restrictive data protection and privacy regimes around the world. She has also provided forensic assistance to audit
engagement teams on fraud risk, accounting irregularities and alleged illegal acts. Pamela serves on the Board of Directors of Foundation
for a Smoke-Free World and on the Board of Trustees of the National Museum of Women in the Arts. She previously served on the boards
of Global Kids, Inc. and the SEC Historical Society. Ms. Parizek holds a JD from Northwestern University School of Law and a BA from
Harvard College.
Charles
H. Lichtman has been a member of our board of directors since October 2014. Mr. Lichtman is an attorney practicing law since
1980, licensed in Illinois and Florida. He is a partner of Berger Singerman LLP since 2001. Mr. Lichtman has been honored as a two-time
Lawyer of the Year by Best Lawyers in America and noted by them for his excellence every year since 2009 in the categories of Complex
Business Litigation, Securities Litigation, Bankruptcy Litigation and Commercial Litigation. He has also been recognized by Chambers
International and received other legal awards from various entities and periodicals. Mr. Lichtman’s professional experience as
an attorney was the factor considered by our board of directors in concluding that he should be serving as a director of our company.
Harry
D. Schulman has been a member of our Board of Directors since November 2019. For more than 20 years he has served on multiple
boards including Baird Capital, a private equity firm managing over $3 billion, Hancock Fabrics, Inc., O2 Media, Inc., QEP and HeZhong
International Holdings. He holds a Master’s degree in International Business from the University of Miami and a Bachelor’s
degree in Business from the University of Dayton.
There
are no family relationships between any of the executive officers and directors other than as set forth above. Each director is elected
at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected
and qualified. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the board increases the number
of directors, the board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists.
A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the
removal of directors without cause may only be filled by vote of the stockholders.
Gretchen
Tibbits joined the Board of Directors in February 2021. Ms. Tibbits has over 25 years of experience in management, strategy,
and mergers & acquisitions. She is an Investment Banker focused on the media & technology and consumer content & commerce
sectors. Previously, Ms. Tibbits served in executive roles at LittleThings, StyleCaster, Hearst, ESPN, and WorkingWomanNetwork. Ms. Tibbits
holds an M.B.A. in Finance and Management from New York University, where she was a Stern Scholar, and a B.A. from the University of
Virginia. She currently chairs the Campaign for the Arts and the Arts Endowment at the University of Virginia and serves on the board
of the Tectonic Theater Project.
Ms.
Tibbits has no arrangements or understandings with any other person pursuant to which she was appointed as a director and no family relationships
with any director or executive officer of the Company. Ms. Tibbits has no direct or indirect beneficial ownership in the Company’s
common stock or rights to acquire common stock.
Recent
Developments
On
July 26, 2022, the Company accepted the resignation of Edward Cabanas as Chief Financial Officer, which became effective August 15, 2022,
and appointed Miriam Martinez as the Company’s new Chief Financial Officer.
On
September 23, 2022, Joey Winshman resigned from the Board of Directors of Bright Mountain Media, Inc.
The
Company has filed Current Reports with the SEC on September 19, 2022, August 1, 2022, July 13, 2022, and June 16, 2022, which describe
certain recent developments of the Company. The Current Reports, together with the financial and other information contained or incorporated
by reference therein, are incorporated by reference in this prospectus.