COMMITMENTS AND CONTINGENCIES | The Company leases its corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 under a long-term non-cancellable lease agreement expiring on October 31, 2021. The lease terms required base rent payments of approximately $7,260 per month for the first twelve months commencing in September 2018, with a 3% escalation each year. Included in other assets is a required security deposit of $18,100. Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. The Company leases retail space for its product sales division at 4900 Linton Boulevard, Bay 17A, Delray Beach, FL 33445 under a two long-term, non-cancellable lease agreement, which contain renewal options. The leases commenced in January 2017 and are in effect for a period of five years. Minimum base rentals total approximately $6,000 per month, escalating 3% per year thereafter. The Company also provided a $10,000 security deposit and prepaid $96,940 in future rents on the facility through the funding of certain leasehold improvements. Prepaid rent totaled $7,826 and $50,417 at September 30, 2018 and December 31, 2017, respectively. The Company leases a warehouse facility in Orlando, Florida consisting of approximately 2,667 square feet. The lease commenced in April 2016, expiring in April 2021 with an initial base rental rate of $1,641 per month, and escalating at approximately 3% per year thereafter. Rent expense for the three and nine months ended September 30, 2018 and 2017 was $68,664 and $72,155 and $206,590 and $190,080, respectively. Legal Effective July 18, 2018 we terminated the employment agreements with each of Messrs. Harry G. Pagoulatos and George G. Rezitis for cause. Messrs. Pagoulatos and Rezitis had been employed by us as chief operating officer and chief technology officer, respectively, of our Daily Engage Media subsidiary since our acquisition of that company in September 2017. Mr. Todd Speyer, our Vice President, Digital and a member of our board of directors, have assumed operating responsibilities for Daily Engage Media. While the malfeasance of Messrs. Harry G. Pagoulatos and George G. Rezitis giving rise to their for cause termination adversely affected our results of operations for the third quarter, we do not expect that these terminations will result in any material, long-term change in the operations of Daily Engage Media. connection with the matters which lead to our termination for cause of Messrs. Pagoulatos and Rezitis described below, in July 2018 we filed a Verified Complaint for injunctive relief and damages against Messrs. Pagoulatos and Rezitis in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida (case number 502018CA008972XXXXMB) alleging their failure, among other things, to provide us with certain login codes and passwords as well as reporting other current information about Daily Engage Media's business. That matter was removed to the Southern District of Florida, United States District Court and ultimately stayed and closed pending a determination of jurisdiction by the pending New Jersey action described below. In July of 2018, Messrs. Pagoulatos and Rezitis , along with a third party who had been a minority owner in Daily Engage Media prior to our acquisition of that company, filed a Complaint in the U.S. District Court, District of New Jersey (case number 2:18-cv-11357-ES-SCM) against our company and our Chief Executive Officer, seeking compensatory and punitive damages and attorneys ' fees , among other items, and alleging , among other items , fraud and breach of contract. We vehemently deny all allegations in the complaint and believe them to be without merit. We filed a Motion to Dismiss this case for a multitude of reasons including, but not restricted to, failure to state a cause of action and jurisdictional and venue arguments as the acquisition and employment agreements provides that any dispute should be heard in either the state or local courts of Palm Beach County, Florida. At the appropriate juncture, we also intend to serve a Rule 11 Motion for Sanctions based upon the fact that the Complaint contains frivolous arguments or arguments with no evidentiary support. In connection with the Daily Engage Media acquisition, the Company entered into three-year employment agreements with two former members of the entity. Under these agreements, the Company is obliged to pay base salaries of $65,000 and $70,000, respectively to the employees with an increase to $75,000 each in the second year of the agreement as well as bonuses to be paid at the discretion of the board of directors. See Legal discussion for further discussion. As described above, the principles of Daily Engage Media failed to disclose an obligation of approximately $200,000. The obligation is included in accrued expenses at September 30, 2018 and the net assets acquired from Daily Engage Media have been adjusted as disclosed in Note 3. A lawsuit has been filed in New York state court to collect this obligation. We intend to vigorously defend this motion. From time-to-time, we may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors. See Subsequent Events Note 13 for further discussion and Part II, Item 1. Legal Proceedings. Other Commitments On September 5, 2018 the Company entered into a Master Services Agreement with Kubient, Inc. pursuant to which it will provide its programmatic technology platform to us on a non-exclusive basis for the purpose of managing our programmatic business partners. Kubient, Inc. will create a white label reporting portal for the Company and assist us in onboarding our existing RTB (real-time bidding) clients to the new Kubient platform. The Company did not pay anything to Kubient, Inc. for the three and nine months ended September 30, 2018. Under the terms of the two-year agreement, we agreed to pay Kubient, Inc. a percentage of gross billable revenue for all of our RTB activity on the platform. The initial term of the agreement automatically renewed for additional one year term, unless terminated by either party upon 90 days prior notice of non-renewal. The agreement may be terminated by either party, without cause, after the first 90 days of the term upon 30-day notice to the other party. In addition, the agreement may be terminated by either party for breach if not cured on 30-day notice, or upon insolvency or bankruptcy proceedings against either party, subject to cure periods. The agreement contains customary confidentiality and intellectual property ownership provisions. On September 28, 2018 Bright Mountain Media, Inc. entered into a non-binding letter of intent with Kubient, Inc. pursuant to which we may acquire Kubient, Inc. in an all stock transaction. Based in New York City, Kubient, Inc. is a video advertising technology company which offers a full stack programmatic platform designed to increase publisher revenue and lower advertiser cost across the video advertising ecosystem. The closing of the transaction is subject to customary conditions precedent including satisfactory due diligence by us, the execution of definitive agreements, including an employment agreement with Mr. Paul Roberts, the Chief Executive Officer of Kubient, Inc., and approval by the Kubient, Inc. stockholders. On September 6, 2017 Bright Mountain Media, Inc. entered into a five year Consulting Agreement with the Spartan Capital Securities, LLC (“Spartan Capital”), a broker-dealer and member of FINRA, which under its terms would not become effective until the closing of the private placement in which Spartan Capital served as placement agent as described below. The Consulting Agreement became effective on September 28, 2018 and, accordingly, Spartan Capital was engaged to provide advisory services including, but not limited to advice and input with respect to raising capital, assisting us with strategic introductions, and assisting management with enhancing corporate and shareholder value. The consulting agreement calls for an initial fee of $200,000 as consideration for the termination of a prior agreement between the Company and Spartan. The consulting agreement also calls for payments of $5,000 per month for a term of 60 months to be prepaid upon the effective date of the agreement. In addition, the Company issued Spartan Capital 1,000,000 shares of our common stock valued at $750,000 (the “Consulting Shares”) in accordance with the consulting agreement. On September 6, 2017 we also entered into a five-year M&A Advisory Agreement with Spartan Capital which became effective on September 28, 2018 upon the completion of the private placement for sixty months. Under the terms of the agreement, Spartan Capital will provide consulting services to us related to potential mergers or acquisitions, including candidates, valuations and transaction terms and structures. As consideration for the M&A advisory service we paid Spartan Capital a fee of $500,000 on the effective date of the agreement. The $200,000 initial consulting fee was expensed upon payment and is included in selling, general and administrative expenses for the three and nine months ended September 30, 2018. Consulting fees consisting of $300,000 in cash and $750,000 in common stock as well as the $500,000 M&A advisory fee are considered prepaid expenses, of which $310,000 is considered short-term and is included in prepaid expenses and other current assets as of September 30, 2018. These prepaid expenses will be amortized over 60 months, the term of the respective agreements. For the 36 months from the final closing of this private placement, Spartan Capital has certain rights of first refusal if we decide to undertake a future private or public offering or if we decide to engage an investment banking firm. The Company granted the purchasers in the offering demand and piggy-back registration rights with respect to the shares of our common stock included in the Units and the shares of common stock issuable upon the exercise of the Private Placement Warrants. In addition, the Company agreed to file a resale registration statement within 120 days following the final closing of this offering covering the shares of common stock issuable upon the exercise of the Private Placement Warrants included in the Units. If the Company should fail to timely file this resale registration statement, then within five business days of the end of month we will pay the holders an amount in cash, as partial liquidated damages, equal to 2% of the aggregate purchase price paid by the holder for each 30 days, or portion thereof, until the earlier of the date the deficiency is cured or the expiration of six months from filing deadline. The Company will keep any such registration statement effective until the earlier of the date upon which all such securities may be sold without registration under Rule 144 promulgated under the Securities Act or the date which is six months after the expiration date of the Private Placement Warrants. We are obligated to pay all costs associated with this registration statement, other than selling expenses of the holders. Additional terms of the Private Placement Warrants include: ● standard anti-dilution provisions; ● become subject to a “cashless exercise” under certain conditions; and ● certain call provisions at $0.01 per warrant if our stock trades at or above $1.50 per share for 10 consecutive trading days with an average daily trading volume of not less than 30,000 shares during such 10 consecutive trading day period. The exercise price of the Placement Agent Warrants is also subject to the proportional adjustment in the event of stock splits, stock dividends and similar corporate events, and may be exercised on a cashless basis. We also granted Spartan Capital piggy-back registration rights with respect to the shares of our common stock issuable upon the exercise of the Placement Agent Warrants. |