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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September
21, 2026
Bright
Mountain Media, Inc.
(Exact
name of Company as specified in its charter)
Florida
(State
or other jurisdiction of incorporation)
| 000-54887 |
|
27-2977890 |
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
6400
Congress Avenue, Suite
2050
Boca
Raton, Florida
33487
(Address
of principal executive offices) (Zip Code)
Company’s
telephone number, including area code (760)
707-5959
(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 Company 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:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| None |
|
N/A |
|
N/A |
Indicate
by check mark whether the Company 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 Company 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
Bright
Mountain Media, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend
its Current Report on Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) on September 23,
2026 (the “Original Form 8-K”), which reported under Item 4.01 the dismissal of WithumSmith+Brown, PC (“Withum”)
as the Company’s independent registered public accounting firm and the appointment of Grassi & Co., Certified Public Accountants,
P.C. At the time the Original Form 8-K was filed, the Company had not yet received the letter from Withum required by Item 304(a)(3)
of Regulation S-K. The Company is filing this Amendment solely to file, as Exhibit 16.1, the letter from Withum addressed to the SEC,
dated September 24, 2026, stating that it agrees with the statements made by the Company in Item 4.01 of the Original Form 8-K as they
relate to Withum. Except as described above, no other changes are made to the Original Form 8-K, and this Amendment does not otherwise
update, amend, or restate any other information contained in the Original Form 8-K.
Item
4.01. Changes in Company’s Certifying Accountant
Dismissal
of WithumSmith+Brown, PC
On
September 21, 2026, Bright Mountain Media, Inc. (the “Company”) notified WithumSmith+Brown, PC (“Withum”) that
it will no longer be retaining Withum as its independent registered public accounting firm to audit the Company’s financial statements,
effective immediately. The dismissal of Withum was approved by the Audit Committee of the Company’s Board of Directors (the “Audit
Committee”).
Withum’s
audit report on the Company’s financial statements for each of the fiscal years ended December 31, 2025 and 2024 did not contain
an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles
except that each of such reports contained an explanatory paragraph regarding substantial doubt about the Company’s ability to
continue as a going concern.
During
the Company’s two most recent fiscal years and the subsequent interim periods through September 21, 2026, there were no (i) disagreements
(as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to that Item) with Withum on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement,
if not resolved to the satisfaction of Withum would have caused it to make reference to the subject matter of the disagreement in connection
with its report, or (ii) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange
Act.
In
accordance with Item 304(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, the Company provided Withum with
a copy of the disclosures set forth in this Item 4.01 no later than the day the Original Form 8-K was filed with the SEC, and requested
that Withum furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein and, if not, stating
the respects in which it does not agree. A copy of Withum’s letter, dated September 24, 2026, is filed as Exhibit 16.1 to this
Amendment.
Engagement
of Grassi & Co., Certified Public Accountants, P.C.
On
September 17, 2026, the Company engaged Grassi & Co., Certified Public Accountants, P.C. (“Grassi”) as its new independent
registered public accounting firm to audit the Company’s financial statements for the quarter ending September 30, 2026 and the
fiscal year ending December 31, 2026. The engagement of Grassi was approved by the Audit Committee.
During
the Company’s two most recent fiscal years and the subsequent interim period through September 17, 2026, neither the Company nor
anyone on its behalf consulted with Grassi regarding: (i) the application of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and neither
a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company
in reaching a decision as to an accounting, auditing or financial reporting issue, or (iii) any matter that was either the subject of
a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to that Item)
or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
Item
9.01. Financial Statements and Exhibits.
| | 16.1 | Letter from WithumSmith+Brown, PC to the U.S. Securities and Exchange Commission dated September 24, 2026 |
| | | |
| | 104 | Cover
page interactive data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
Bright
Mountain Media, Inc. |
| |
|
|
| Date:
September 29, 2026 |
By: |
/s/
Ari Olgun |
| |
|
Ari
Olgun |
| |
|
Chief
Financial Officer |
