Form 8-K - Current report
16 November 2024 - 5:26AM
Edgar (US Regulatory)
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0001568385
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2024-11-08
2024-11-08
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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): November 8, 2024
Bright
Mountain Media, Inc.
(Exact
name of registrant as specified in its charter)
Florida
(State
or other jurisdiction of incorporation)
000-54887 |
|
27-2977890 |
(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 (760) 707-5959
(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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 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 check mark 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers.
On
November 8, 2024, Bright Mountain Media, Inc. (the “Company”) entered into an Executive Employment Agreement (the “Employment
Agreement”) with Matthew Drinkwater, the Company’s Chief Executive Officer, which Employment Agreement will be effective
as of December 1, 2024 (the “Effective Date”). Upon the Effective Date, the Employment Agreement will replace Mr. Drinkwater’s
existing employment agreement with the Company, and such existing employment agreement will be terminated.
The
Employment Agreement provides for an initial term of three years, subject to successive one-year automatic extensions, unless either
party provides notice of its intent not to renew the Employment Agreement at least 120 days prior to the then-current expiration date.
Pursuant to the Employment Agreement, Mr. Drinkwater is entitled to receive an initial annual salary of $400,000, which amount may be
increased by the Company during the term of the Employment Agreement. Mr. Drinkwater is also entitled to an annual bonus of up to $600,000
based on the achievement of certain performance targets by the Company. In addition to his base salary and annual bonus, Mr. Drinkwater
will be eligible to participate in all of the Company’s benefit plans offered to employees of the Company from time to time, subject
to satisfying eligibility requirements. Further, Mr. Drinkwater has been granted options to purchase 125,000 shares of the Company’s
common stock, at an exercise price of $0.035 per share, which was the fair market value of the Company’s common stock on the date
of grant. The options will vest over four years and otherwise be subject to the terms of the Bright Mountain Media, Inc. Stock Option
Plan. Pursuant to the terms of the Employment Agreement, Mr. Drinkwater is bound by customary non-competition and non-solicitation covenants
during his period of employment. If Mr. Drinkwater is terminated for cause or Mr. Drinkwater terminates the Employment Agreement for
any reason, Mr. Drinkwater will be bound by such non-competition covenants for a period of one year after the date his employment with
the Company terminates. Mr. Drinkwater will be bound by such non-solicitation covenants for a period of two years after the date his
employment with the Company terminates regardless of the reason for such termination. Additionally, pursuant to the terms of the Employment
Agreement, Mr. Drinkwater is bound by certain customary non-disclosure covenants during the period of his employment and after the date
his employment with the Company terminates.
In
the event that Mr. Drinkwater is terminated without cause, which includes a termination by Mr. Drinkwater for Good Reason (as defined
in the Employment Agreement), or the Employment Agreement is terminated by way of non-renewal on the part of the Company, Mr. Drinkwater
will be entitled to (i) any accrued but unpaid benefits under the Employment Agreement, (ii) any earned but unpaid annual bonus amounts,
and (iii) monthly severance payments for a period of 12 months equal to between 100% and 150% of his base monthly salary at the time
of termination, depending on the conditions of the termination. In the event that Mr. Drinkwater is terminated with cause or the Employment
Agreement is terminated by way of non-renewal on the part of Mr. Drinkwater, Mr. Drinkwater will be entitled to any accrued but unpaid
benefits under the Employment Agreement. Further, notwithstanding the foregoing, if Mr. Drinkwater is terminated without cause, including
a termination by Mr. Drinkwater for Good Reason, within three months before or within one year following a change in control of the Company,
Mr. Drinkwater will be entitled to monthly severance payments for a period of 12 months equal to 150% of his base monthly salary at the
time of termination.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
Description |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
Bright
Mountain Media, Inc. |
|
|
Date:
November 15, 2024 |
By: |
/s/
Matt Drinkwater |
|
|
Matt
Drinkwater |
|
|
Chief
Executive Officer |
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