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  4. [8-K] Bright Mountain Media, Inc. Reports Material Event

Bright Mountain Media (BMTM) defers loan payment, issues 2.9M shares to lender

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bright Mountain Media, Inc. amended its senior secured credit agreement through a Twenty-Fifth Amendment effective March 31, 2026. The company deferred a quarterly principal installment on its Second Out Loans of approximately $1.2 million that was due March 31, 2026, pushing it to December 20, 2026. Interest of about $201,000 on the Second Out Loans for the period ended March 31, 2026 was changed to payable-in-kind instead of cash. As consideration, the company will issue 2,922,566 shares of common stock, equal to 1.5% of fully-diluted pro forma ownership, to Centre Lane Partners, which will bring Centre Lane and its affiliates to 27.3% beneficial ownership. Under the amended schedule, approximately $1.6 million is due under the credit agreement as of June 30, 2026, and about $92.1 million will be due on December 20, 2026, the maturity date.

Positive

  • None.

Negative

  • Significant debt concentration at maturity: Approximately $92.1 million will be due under the senior secured credit agreement on December 20, 2026, creating a sizeable single-date repayment or refinancing requirement.

Insights

Debt amortization is pushed back, but a large 2026 maturity and modest dilution remain.

Bright Mountain Media has modified its senior secured credit agreement to ease near-term cash outflows. A $1.2 million Second Out Loan principal installment originally due on March 31, 2026 is now due on December 20, 2026, and about $201,000 of interest was switched to payable-in-kind rather than cash.

As consideration, the company will issue 2,922,566 common shares, representing 1.5% of fully diluted pro forma ownership, to Centre Lane Partners, which will then beneficially own roughly 27.3% of the common stock. This modest dilution adjusts the ownership mix but does not appear transformative on its own.

After the changes, approximately $1.6 million is due as of June 30, 2026 and a much larger $92.1 million will be due on the December 20, 2026 maturity date. The size of that final obligation means the company’s ability to address or refinance the $92.1 million at maturity will be an important future consideration, based on later disclosures.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Deferred Second Out principal $1.2 million Quarterly installment due March 31, 2026 deferred to December 20, 2026
Second Out interest PIK $201,000 Interest for period ended March 31, 2026 made payable-in-kind
Shares issued to Centre Lane 2,922,566 shares Equal to 1.5% of fully-diluted pro forma ownership as of March 31, 2026
Centre Lane beneficial ownership 27.3% Beneficial ownership of Bright Mountain Media common stock after issuance
Amount due June 30, 2026 $1.6 million Obligation under credit agreement as of June 30, 2026
Maturity balance $92.1 million Amount due under credit agreement on December 20, 2026 maturity date
Amended and Restated Senior Secured Credit Agreement financial
"are parties to an Amended and Restated Senior Secured Credit Agreement between itself, the lenders"
Second Out Loans financial
"Adjusting the amortization of the Second Out Loans such that the quarterly installment"
payable-in-kind financial
"interest payment for the Second Out Loans due on March 31, 2026 was payable-in-kind in lieu of a cash payment"
Payable-in-kind describes a payment method where interest or dividends are paid not with cash but with additional securities, such as extra shares or added principal on a loan. It matters to investors because it preserves a company’s cash like a homeowner rolling loan interest into the mortgage, but can dilute existing ownership or increase future debt and risk, so it changes both near-term cash flow and long-term value.
fully-diluted pro forma ownership financial
"equal to 1.5% of the fully-diluted pro forma ownership of the Company as of March 31, 2026"
beneficially own financial
"Following such issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 27.3%"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Understanding 8-K Material Events →
false0001568385NONE00015683852026-04-062026-04-06

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 06, 2026

 

 

Bright Mountain Media, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida

000-54887

27-2977890

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6400 Congress Avenue

Suite 2050

 

Boca Raton, Florida

 

33487

(Address of Principal Executive Offices)

 

(Zip Code)

 

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:


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 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. ☐

 

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.

 

 

 

Bright Mountain Media, Inc.

 

 

 

 

Date:

April 6, 2026

By:

/s/ Matthew Drinkwater

 

 

 

Matthew Drinkwater
Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Bright Mountain Media (BMTM) change in its credit agreement?

Bright Mountain Media amended its senior secured credit agreement to defer a $1.2 million Second Out Loan principal payment and make about $201,000 of interest payable-in-kind, easing near-term cash outflows while keeping the overall maturity date unchanged.

How many shares will Bright Mountain Media issue to Centre Lane Partners?

The company agreed to issue 2,922,566 shares of common stock to Centre Lane Partners. This represents 1.5% of fully-diluted pro forma ownership of Bright Mountain Media as of March 31, 2026, in exchange for the latest credit agreement amendments.

What is Centre Lane Partners’ ownership stake in Bright Mountain Media after the amendment?

Following the share issuance, Centre Lane Partners and its affiliates will collectively beneficially own approximately 27.3% of Bright Mountain Media’s common stock, giving this lender a substantial equity position alongside its role in the senior secured credit facility.

What debt amounts are due under Bright Mountain Media’s credit agreement in 2026?

Under the amended schedule, approximately $1.6 million will be due under the credit agreement as of June 30, 2026, and about $92.1 million will be due on December 20, 2026, which is the maturity date of the facility.

How did Bright Mountain Media handle the March 31, 2026 Second Out Loan payment?

A quarterly Second Out Loan principal installment of about $1.2 million due March 31, 2026 was deferred entirely to December 20, 2026. Additionally, roughly $201,000 of interest for that period will be paid in kind instead of in cash.

Does the Bright Mountain Media amendment include new reporting obligations to lenders?

Yes. The company must now notify lenders of any termination or material modification of agreements with certain key vendors, or plans to engage additional vendors meeting specified criteria, increasing lender visibility into key commercial relationships.

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