Bright Mountain Media, Inc. (OTCMKTS: BMTM) Files An 8-K Unregistered Sales of Equity Securities

Bright Mountain Media, Inc. (OTCMKTS: BMTM) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

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Unregistered Sales of Equity Securities.

On November 30, 2018, we sold 1,900,000 units of our securities to 21 accredited investors in a private placement exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D. The units (the “Units”) were sold at a purchase price of $0.40 per Unit resulting in gross proceeds to us of $760,000. Each unit consisted of one share of our common stock and one five year common stock purchase warrant to purchase one share of our common stock at an exercise price of $0.65 per share (the “Private Placement Warrants”).

We paid Spartan Capital Securities, LLC, a broker-dealer and member of FINRA (“Spartan Capital”), a cash commission of $76,000 and issued it five year placement agent warrants (“Placement Agent Warrants”) to purchase an aggregate of 190,000 shares of our common stock as compensation for its services. We used $160,000 of the proceeds from this closing for the payment of the fees due Spartan Capital under the terms of the Consulting Agreement and are using the balance for general working capital.

Spartan Capital acted as placement agent for us in this private placement and this latest closing represented the closing of the over-allotment portion of the offering which commenced in January 2018 to which we issued and sold an aggregate of 12,000,000 Units resulting in gross proceeds to us of $4,800,000. During the course of this offering, we paid Spartan Capital an aggregate cash commission of $480,000 and issued it Placement Agents Warrants to purchase an aggregate of 1,200,000 shares of our common stock, including the cash commission and Placement Agent Warrants issued to the over-allotment closing on November 30, 2018. Of the $4,320,000 in proceeds we received after payment of the commissions to Spartan Capital, we used an additional $1,160,000 for the payment of consulting and advisory fees to Spartan Capital, including the $160,000 paid in the most recent closing, with the balance of $3,160,000 being used by us for working capital.

Item 9.01

Financial Statements and Exhibits.

Incorporated by Reference

Filed or

Furnished

Herewith

No.

Exhibit Description

Form

Date Filed

Number

4.1

Form of Private Placement Warrant

10-K

4/2/18

4.1

4.2

Form of Placement Agent Warrant

10-K

4/2/18

4.2

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