UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 06, 2026 |
Bright Mountain Media, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Florida |
000-54887 |
27-2977890 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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6400 Congress Avenue Suite 2050 |
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Boca Raton, Florida |
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33487 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 561 998-2440 |
(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement 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:
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Title of each class
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Trading
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Name of each exchange on which registered
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None |
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N/A |
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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. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Bright Mountain Media, Inc. (the "Company") with the Securities and Exchange Commission on April 6, 2026 (the "Original Report"). The Original Report incorrectly reported the disclosure under Item 2.02. This Amendment is being filed solely to correct the item under which the information was reported. The disclosure is now presented under Item 2.03. No other changes have been made to the Original Report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Bright Mountain Media, Inc. (the “Company”) and its subsidiaries are parties to an Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto (the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), dated June 5, 2020, as amended (the “Credit Agreement”).
Effective as of March 31, 2026, the Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Deep Focus Agency LLC, and BV Insights LLC, Centre Lane Partners, and the Lenders entered into the Twenty-Fifth Amendment to Amended and Restated Senior Secured Credit Agreement (the “Twenty-Fifth Amendment”) to amend certain terms of the Credit Agreement. All capitalized terms used below and not defined have the respective meanings ascribed to them in the Twenty-Fifth Amendment. The principal changes to the Credit Agreement made in the Twenty-Fifth Amendment include, but are not limited to, the following:
(i)Adjusting the amortization of the Second Out Loans such that the quarterly installment due on March 31, 2026 with respect to the Second Out Loans, which totaled approximately $1.2 million, was deferred in its entirety until December 20, 2026;
(ii)Adjusting the payment of interest accrued on the Second Out Loans for the interest period ended March 31, 2026, which totaled approximately $201,000, such that the interest payment for the Second Out Loans due on March 31, 2026 was payable-in-kind in lieu of a cash payment; and
(iii)Providing that the Company must notify the Lenders of any termination or material modification to the Company’s agreements with certain of the Company’s key vendors or of its intent to engage any additional vendors meeting certain criteria.
In connection with the Twenty-Fifth Amendment and as consideration therefor, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”), equal to 1.5% of the fully-diluted pro forma ownership of the Company as of March 31, 2026, or 2,922,566 shares of Common Stock, to Centre Lane Partners. Following such issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 27.3% of the Common Stock.
Approximately $1.6 million will be due under the Credit Agreement as of June 30, 2026, and approximately $92.1 million will be due under the Credit Agreement as of December 20, 2026, which is the maturity date of the Credit Agreement.
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.
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Bright Mountain Media, Inc. |
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Date: |
April 6, 2026 |
By: |
/s/ Matthew Drinkwater |
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Matthew Drinkwater
Chief Executive Officer |
