UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 10, 2020

Bright Mountain Media, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 561-998-2440

not applicable

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. [  ]

On January 10, 2020, Bright Mountain Media, Inc. (the “Company”) closed the initial $1,517,500 in a private offering (“Offering”). The Offering was for a $500,000 minimum and a maximum of $5 million. The Offering consists of units (“Units”) each unit contains one share of Common Stock and one warrant (“Warrant”) exercisable for one share of Common Stock at an offering price of $0.50 per Unit. The Warrants are five-year Warrants to purchase one share of Common Stock at an exercise price of $0.75 cents per share.

The initial Offering was for a total of $1,517,750 to twenty-six accredited investors purchasing aggregate of 3,035,500 units. The Company received proceeds of $1,265,087 and $252,663 was paid to the placement agent (“Placement Agent”) a registered broker dealer as their Placement Agent fees. Spartan also received Warrants to purchase 335,500 shares of Common Stock included in the Offering.

All securities issued in the Offering, were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of 1933.

Securities issued in the Offering have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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.