BOCA RATON, FL / ACCESSWIRE / April 30, 2019 / Bright Mountain Media, Inc. (OTCQB: BMTM), a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform, announced today that on April 25, 2019, it entered into an amended non-binding letter of intent (“LOI”) to acquire Inform, Inc. in an all stock transaction.
Based in Atlanta, Georgia, Inform, Inc. provides data-driven technology solutions for the syndication and monetization of contextually relevant, personalized premium video content. Inform seeks to solve the industry’s supply challenge for premium video by creating new video streams and impression opportunities across the most desirable online publishing destinations in the United States. Inform, Inc. has aggregated a digital audience which provides ad buyers with near certainty in reaching target demographics.
The closing of the transaction in which we will issue a maximum of 25 million shares of our common stock is subject to a number of conditions precedent, including satisfactory due diligence by us, the execution of definitive agreements, including an employment agreement with Mr. Greg Peters, the Chief Executive Officer of Inform, Inc., and
the exchange of approximately $15 million of notes for shares of our common stock at $2.27 per share;
the exchange of bridge note debt of approximately $1.1 million plus a premium for shares of our common stock at $2.27 per share;
the closing of a financing by us directed to certain Inform legacy shareholders with ninety percent of the proceeds being loaned to Inform for working capital purposes; and
the closing of a financing of approximately $4 million by a to be determined FINRA dealer with proceeds being used for our working capital needs following the Inform acquisition.
Between February 2019 and April 2019, we have lent Inform an aggregate of $544,500 under the terms of 6% promissory notes which mature on June 30, 2019. These notes are secured by the pledge of stock in Inform, Inc. by Mr. Peters.
Kip Speyer, Chairman and CEO of Bright Mountain Media, said, “Recognizing the long history of Inform, the quality of its technology and the value of its digital audience makes this acquisition, if consummated, a unique opportunity for Bright Mountain. This will represent a powerful opportunity for Bright Mountain Media to bring under one umbrella the complete Inform Video Technology and consolidate administrative and other operations.” Mr. Speyer added.
“Today’s announcement with Bright Mountain is very exciting for Inform. Kip and his team have identified the significant potential in our Video Value Proposition and our technology,” said Greg Peters, Founder, and CEO of Inform. “I look forward to joining the Bright Mountain management team and believe this acquisition will help both companies accelerate our growth and accomplish our business goals.”
The closing of the acquisition is subject to customary conditions precedent including satisfactory due diligence by Bright Mountain, the execution of definitive agreements, including an employment agreement with Mr. Peters, and approval by the Inform, Inc. stockholders. The LOI is non-binding and there are no assurances that Bright Mountain Media consummate the proposed acquisition of Inform, Inc. Stockholders and investors should not place undue reliance on the LOI.
ABOUT BRIGHT MOUNTAIN MEDIA
Bright Mountain Media, Inc. (BMTM) is a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform. Bright Mountain Media’s assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content and services.
Additional information about Bright Mountain Media can be found at: https://www.brightmountainmedia.com.
Forward-Looking Statements 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 close the proposed acquisition of Inform, Inc., any the realization of any expected benefits from such transaction if closed. 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, 2018 as filed with the Securities and Exchange Commission on April 12, 2019 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.