8-K
Bright Mountain Media, Inc. (BMTM)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,DC 20549

FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2020
BrightMountain Media, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-54887 | 27-2977890 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 6400<br> Congress Avenue, Suite 2050, Boca Raton, Florida | 33487 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’stelephone number, including area code: 561-998-2440
notapplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section<br> 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 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 [X]
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 5 .02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
|---|
On October 15, 2020, Bright Mountain Media, Inc. (the “Company”) appointed Pamela J. Parizek to our Board of Directors, chairperson of our Audit Committee and a member of our Corporate Governance and Nominating Committee. Ms. Parizek 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. Parizek has no direct or indirect beneficial ownership in the Company’s common stock or rights to acquire common stock.
Ms. Parizek, age 55, is a recognized business leader with 30 years of experience advising audit committees, c-suite executives and outside counsel on complex accounting, legal and regulatory matters. She has a JD, CPA, is certified in financial forensics, and previously served in the enforcement division of the U.S. Securities and Exchange Commission (SEC). Ms. Parizek has an A.B. from Harvard College, a J.D. from Northwestern University School of Law.
In the private sector, she represented equity security holders in reorganization proceedings, conducted sensitive investigations for Kroll, Inc., a business intelligence firm, and led the Washington, D.C. forensic practice for KPMG. She has advised public and private US and global clients in various industries including: automotive; consumer products; construction; ecommerce; education; energy (including solar); financial services; industrial manufacturing; hospitality; insurance; media, entertainment and publishing; pharmaceuticals, medical devices and life sciences; professional services; luxury retail; technology solutions; and transportation and logistics.
Ms. Parizek currently serves as Chair of the Board of Directors of The Foundation for a Smoke-Free World, whose mission is to accelerate smoking cessation and harm reduction and transition tobacco farmers to alternative livelihoods. She also serves on the Board of Trustees of the National Museum of Women in the Arts, the only major museum in the world solely dedicated to celebrating women’s achievements in the visual, performing, and literary arts.
| Item7.01 | RegulationFD Disclosure. |
|---|
On October 21, 2020, the Company issued a press release announcing the appointment of Ms. Parizek as a member of the Company’s Board of Directors which is attached as Exhibit 99.1 The information in Exhibit 99.1 is being furnished and such information shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 , as amended ( the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933,as amended or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
| Item9.01 | FinancialStatements and Exhibits. |
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(d) Exhibits
| 99.1. | Press Release dated October 21, 2020, concerning the appointment of a director |
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| 2 |
| --- |
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:<br> October 21 2020 | Bright<br> Mountain Media, Inc. | |
|---|---|---|
| By: | /s/ Edward A. Cabanas | |
| Edward<br> A. Cabanas, Chief Financial Officer |
| 3 |
| --- |
Exhibit99.1
BrightMountain Media Appoints Pamela J. Parizek to the Board of Directors
RenownedIndustry Thought Leader Brings 30+ Years of Financial Reporting and Regulatory Compliance Experience to the Company’s Boardof Directors
BocaRaton, FL – October 21, 2020 — Bright Mountain Media, Inc. (OTCQB: BMTM), an end-to-end digital media and advertising services platform, today announced that Pamela J. Parizek, renowned financial reporting and compliance executive and industry thought leader, has been appointed to the Company’s Board of Directors effective immediately.
Ms. Parizek brings with her over 30 years of experience in strategic advisory, compliance, accounting and financial reporting. A Certified Public Accountant, she currently serves as Chair of the Board of Directors of The Foundation for a Smoke-Free World, while concurrently serving on the Board of Trustees of the National Museum of Women in the Arts.
Previously, Ms. Parizek served in the enforcement division of the U.S. Securities and Exchange Commission, led the forensics practice of KPMG and conducted sensitive investigations for Kroll, a business intelligence firm. Ms. Parizek graduated from Harvard College and obtained a J.D. from the Northwestern University School of Law.
“I am pleased to appoint Pamela to our Board of Directors, as she brings decades of invaluable advisory experience to further strengthen our competency in financial reporting and regulatory compliance,” said Kip Speyer, Chairman & Chief Executive Officer of Bright Mountain Media. “Her unique financial insights will help us continue to expand the breadth and depth of our reach as a Company, positioning us to continue to create value for our shareholders.”
“Bright Mountain Media is building a solid digital media company and is well positioned to grow revenues through 2020 and beyond. I look forward to working with Kip Speyer and the Bright Mountain Media Board of Directors,” added Pamela J. Parizek.
AboutBright Mountain Media
Bright Mountain Media, Inc. (OTCQB: BMTM) is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics. Through the removal of middlemen in the advertising services process, Bright Mountain Media efficiently connects brands with targeted consumer demographics while maximizing revenue to publishers. Bright Mountain Media’s assets include Bright Mountain, LLC, MediaHouse (f/k/a NDN), Oceanside (f/k/a S&W Media), and Wild Sky Media including 24 owned and/or managed websites and 15 CTV apps. For more information, please visit www.brightmountainmedia.com.
Forward-LookingStatements 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 fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission on May 14, 2020 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.
InvestorContact:
Greg Falesnik or Luke Zimmerman
MZ Group - MZ North America
949-259-4987
BMTM@mzgroup.us
www.mzgroup.us