Bright Mountain amends loan, issues 2.98M shares

Bright Mountain Media, Inc. amended its senior secured credit agreement with Centre Lane Partners and other lenders to adjust upcoming payments on its Second Out Loans.

Accepted by SEC EDGAR 07/07/2026 - 03:35 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Bright Mountain Media, Inc. amended its senior secured credit agreement with Centre Lane Partners and other lenders to adjust upcoming payments on its Second Out Loans. A quarterly principal installment of approximately $840,000 due June 30, 2026 was deferred in full to December 20, 2026. Interest of about $210,000 for the period ended June 30, 2026 was changed to be paid in kind instead of cash, conserving liquidity.

As consideration for the amendment, the company agreed to issue 2,980,903 shares of common stock, representing 1.5% of fully diluted pro forma ownership as of June 30, 2026, to Centre Lane Partners. After this issuance, Centre Lane Partners and its affiliates beneficially own roughly 28.8% of the company’s common stock. Under the revised schedule, about $1.7 million is due under the credit agreement as of September 30, 2026, and about $93.2 million is due on the December 20, 2026 maturity date.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

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.

Key Figures

Deferred principal payment: $840,000 Payment-in-kind interest: $210,000 Shares issued to Centre Lane: 2,980,903 shares +4 more

7 metrics

Deferred principal payment $840,000 Second Out Loans installment deferred from June 30, 2026 to December 20, 2026

Payment-in-kind interest $210,000 Interest for period ended June 30, 2026 on Second Out Loans paid in kind

Shares issued to Centre Lane 2,980,903 shares Equals 1.5% of fully diluted pro forma ownership as of June 30, 2026

Centre Lane ownership 28.8% of common stock Beneficial ownership after issuance of 2,980,903 shares

Amount due September 30, 2026 $1.7 million Obligation under the credit agreement as of September 30, 2026

Amount due at maturity $93.2 million Due under the credit agreement on December 20, 2026 maturity date

Fully diluted ownership percentage 1.5% Portion of fully diluted pro forma ownership represented by new share issuance

Key Terms

Amended and Restated Senior Secured Credit Agreement, Second Out Loans, payable-in-kind, fully-diluted pro forma ownership, +1 more

5 terms

Amended and Restated Senior Secured Credit Agreement financial

"are parties to an Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto"

Second Out Loans financial

"Adjusting the amortization of the Second Out Loans such that the quarterly installment due"

payable-in-kind financial

"interest payment for the Second Out Loans due on June 30, 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 June 30, 2026"

beneficially own financial

"Centre Lane Partners and its affiliates collectively beneficially own approximately 28.8% of the Common Stock"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Bright Mountain Media amended its senior secured credit agreement to adjust Second Out Loan payments. It deferred a June 30, 2026 principal installment and shifted related interest from cash payment to payment-in-kind, modifying the near-term cash outflow profile under the facility.

How much principal did Bright Mountain Media defer under the amended loan terms?

The company deferred a quarterly principal installment of approximately $840,000 on its Second Out Loans. This payment, originally due June 30, 2026, is now scheduled for December 20, 2026, aligning it with the overall credit agreement’s maturity date stated in the filing.

How is interest on Bright Mountain Media’s Second Out Loans being handled after the amendment?

Interest of about $210,000 for the period ended June 30, 2026 on the Second Out Loans will be paid in kind. Instead of paying cash, the interest amount is added to the loan balance, helping conserve cash while increasing the outstanding obligation.

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

Bright Mountain Media agreed to issue 2,980,903 shares of common stock to Centre Lane Partners. This amount equals 1.5% of the company’s fully diluted pro forma ownership as of June 30, 2026, as described in the amendment-related disclosure.

What stake will Centre Lane Partners hold in Bright Mountain Media after the share issuance?

After receiving 2,980,903 new shares, Centre Lane Partners and its affiliates will beneficially own about 28.8% of Bright Mountain Media’s common stock. This reflects their enlarged ownership position following the consideration for the loan amendment.

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

Approximately $1.7 million will be due under the credit agreement as of September 30, 2026. Around $93.2 million will be due on December 20, 2026, which is identified as the maturity date of the credit agreement in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): July 07, 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”).

On June 30, 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-Seventh Amendment to Amended and Restated Senior Secured Credit Agreement (the “Twenty-Seventh Amendment”) to amend certain terms of the Credit Agreement, effective as of June 29, 2026. All capitalized terms used below and not defined have the respective meanings ascribed to them in the Twenty-Seventh Amendment. The principal changes to the Credit Agreement made in the Twenty-Seventh 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 June 30, 2026 with respect to the Second Out Loans, which totaled approximately $840,000, was deferred in its entirety until December 20, 2026; and

(ii)Adjusting the payment of interest accrued on the Second Out Loans for the interest period ended June 30, 2026, which totaled approximately $210,000, such that the interest payment for the Second Out Loans due on June 30, 2026 was payable-in-kind in lieu of a cash payment.

In connection with the Twenty-Seventh 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 June 30, 2026, or 2,980,903 shares of Common Stock, to Centre Lane Partners. Following such issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 28.8% of the Common Stock.

Approximately $1.7 million will be due under the Credit Agreement as of September 30, 2026, and approximately $93.2 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:	July 7, 2026	By:	/s/ Matthew Drinkwater
			Matthew Drinkwater Chief Executive Officer

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