8-K
Bright Mountain Media, Inc. (BMTM)
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): October 13, 2023
BrightMountain Media, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
| 000-54887 | 27-2977890 |
|---|---|
| (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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<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 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. ☐
Item5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangementsof Certain Officers.
Transitionto Principal Financial Officer
On October 13, 2023, Bright Mountain Media, Inc. (the “Company”) announced that Miriam Martinez will be transitioning from the Chief Financial Officer of the Company to the principal financial officer of the Company, effective immediately (the “Effective Date”). Ms. Martinez will continue to serve as the Company’s principal financial officer for a period of 60 days following the Effective Date, followed by which Ms. Martinez will be taking a leave of absence from the Company.
Appointmentof Chief Financial Officer
On October 18, 2023, the Company announced the appointment of Ethan Rudin to serve as the Chief Financial Officer of the Company, effective immediately.
Mr. Rudin, age 49, served as the Chief Financial Officer of Boundless Network, a private equity-backed promotional products distribution platform, since November 2022. Mr. Rudin previously served as the Chief Financial Officer of BuildDirect Technologies, an online building materials retailer, from January 2021 to September 2022. Prior to joining BuildDirect Technologies, Mr. Rudin served as the Chief Financial Officer of Greenlane Holdings Inc., a distribution platform for premium vaporization products, from Feb 2019 to August 2020. Prior to joining Greenlane Holdings Inc., Mr. Rudin served in various roles at Napster/Rhapsody International Inc., an online music streaming platform, from August 2013 to December 2017, including as a special advisor to the Chief Executive Officer and as the Chief Financial Officer, Global Head of Label Relations & Business Development. Mr. Rudin earned his Bachelor of Arts in Economics from Tufts University in 1996 and his Masters of Business Administration from Columbia University Business School in 2002.
Pursuant to an employment agreement with the Company dated October 4, 2023, Mr. Rudin will receive an annual base salary of $325,000 and will be eligible for an annual bonus of up to 25% of his base salary based on his performance. In addition to his base salary and bonus, Mr. Rudin 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. Rudin has been granted options to purchase 325,000 shares of the Company’s common stock, at an exercise price of $0.09 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. In addition, if Mr. Rudin is terminated without cause, he will be entitled to severance pay equal to six months’ of his base salary at the time of termination. Pursuant to the terms of the employment agreement, Mr. Rudin is bound by customary non-competition and non-solicitation covenants during his period of employment and for a period of one year after the date his employment with the Company terminates. Additionally, pursuant to the terms of the employment agreement, Mr. Rudin is bound by certain customary non-disclosure covenants during the period of his employment and after the date his employment with the Company terminates.
Item7.01. Regulation FD Disclosure.
On October 18, 2023, the Company issued a press release announcing the appointment of Mr. Rudin as the Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates any such information by reference.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated October 18, 2023 |
| 104 | Cover<br> 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.
| BrightMountain Media, Inc. | ||
|---|---|---|
| Date:<br> October 18, 2023 | By: | /s/ Matt Drinkwater |
| Matt<br> Drinkwater | ||
| Chief<br> Executive Officer |
Exhibit99.1
BrightMountain Media (OTCQB: BMTM) Announces Appointment of Ethan Rudin, Public Company Veteran, as CFO
Mr.Rudin is an agile and dynamic financial executive with over 20 years of experience as both a CFO and as an investment banker, where heled, managed, and participated in several billion dollars worth of transactions, including IPOs, follow-ons, and debt securities.
Mr.Rudin also brings financial, strategic, and operational leadership spanning numerous industries, including retail, distribution, CPG,digital media, and technology.
BocaRaton, FL, October 18, 2023 (GLOBE NEWSWIRE)- 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 media services, today announced that Ethan Rudin has been appointed as Chief Financial Officer, effective October 18, 2023. Mr. Rudin is an agile and dynamic financial executive with over 20 years of experience as both a CFO and as an investment banker, where he led, managed, and participated in several billion dollars worth of transactions, including IPOs, follow-ons, and debt securities. Mr. Rudin also brings financial, strategic, and operational leadership spanning numerous industries, including retail, distribution, CPG, digital media, and technology. Most recently, Mr. Rudin served as Chief Financial Officer of Boundless Network, a top promotional products distributor. Prior to Boundless Network, Mr. Rudin was the Chief Financial Officer at BuildDirect Technologies where he led an initial public offering in Canada in November 2021, actively marketing the transaction remotely during the COVID-19 pandemic. Mr. Rudin also previously served as the Chief Financial Officer at Greenlane Holdings Inc., a leading specialty distributor, where he led a successful initial public offering on the Nasdaq in April 2019. Additional roles include his tenure as Chief Financial Officer of Napster (formerly Rhapsody International) and as a Strategy and Corporate Development executive for Starbucks Corporation (SBUX).
Mr. Rudin’s early career began in public accounting at KPMG LLP and then later in global investment banking at Citi, JPMorgan and Banc of America Securities, advising on large capital raising mandates and mergers and acquisitions. Mr. Rudin received a Bachelor of Arts degree in Economics from Tufts University and a Master of Business Administration degree from Columbia Business School.
“This is an incredible time for Bright Mountain Media and I am excited to join the team at this point in the company’s evolution,” stated Mr. Rudin, “The company has the potential for significant growth in the coming years and I am looking forward to working with the team to execute on the company’s strategic vision, accelerate growth, and enhance value for our shareholders.”
Matt Drinkwater, Chief Executive Officer of Bright Mountain Media commented “We are pleased to welcome Ethan to the team. Ethan brings a wealth of public company knowledge and business experience and will play a key role as the company continues to execute an aggressive growth strategy.”
AboutBright Mountain
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 Agency, Big Village Insights, Wild Sky Media, and Bright Mountain LLC. For more information, please visit www.brightmountainmedia.com
Contact / Investor Relations:
Douglas Baker at corp@otcprgroup.com
(561) 807-6350
https://otcprgroup.com
