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 that on June 10, 2019, it entered into an Agreement and Plan of Merger to acquire Inform, Inc. in an all-stock transaction. It was previously announced that it entered into a non-binding Letter of Intent with Inform, Inc. dated April 25, 2019.

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 for all of the Inform, Inc. securities, is scheduled to close on August 30, 2019. The closing, as previously reported, is subject to a number of conditions precedent, including satisfactory due diligence by us 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 $3 million financing by us directed to certain Inform, Inc. legacy shareholders with ninety percent of the proceeds being loaned to Inform, Inc. for working capital purposes; 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, Inc. acquisition. The closing is further subject to approval of any self-regulatory association, if applicable, as well as the approval by the Inform, Inc. stockholders. Between February 2019 and June 17, 2019, we have loaned Inform an aggregate of $929,025 under the terms of 6% promissory notes, which mature on June 30, 2019. These notes are secured by the pledge of stock of Inform, Inc. by Mr. Peters.

Kip Speyer, Chairman and CEO of Bright Mountain Media, reiterated that, “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.” Greg Peters, Founder and CEO of Inform, stated again that Kip and his team have identified the significant potential in our Video Value Proposition and our technology. We 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 conditions precedent described above and accordingly there are no assurances that the acquisition of Inform, Inc. will be consummated.