Bright Mountain Media (BMTM) expects shift from OTCQB to OTCID after bid-price breach

Rhea-AI Filing Summary

Bright Mountain Media, Inc. reported that OTC Markets Group notified it that the Company no longer meets OTCQB continued listing standards because its common stock bid price stayed below $0.01 for more than 30 consecutive calendar days. The Company was granted a 90-day cure period, later extended to April 9, 2026, during which the bid price must close at or above $0.01 for ten consecutive trading days.

Management evaluated options such as a reverse stock split but decided not to pursue actions to regain compliance, citing costs, administrative burden, and low trading volume. As the Company has not regained compliance, management expects the common stock to begin trading on the OTCID market tier on April 10, 2026 under the same symbol, “BMTM,” if the bid price requirement is still not met.

Positive

• None.

Negative

• Loss of OTCQB eligibility and expected tier downgrade: The Company has not regained the $0.01 minimum bid requirement and expects its common stock to move from the OTCQB marketplace to the OTCID market tier on April 10, 2026 if compliance is not restored by April 9, 2026.

Insights

Capital markets & listing standards analyst

Bright Mountain plans for OTCQB downgrade after bid-price noncompliance.

Bright Mountain Media confirms it failed the OTCQB $0.01 minimum bid requirement for over 30 consecutive days. OTC Markets granted a cure period, extended to April 9, 2026, requiring ten consecutive trading days with a closing bid of at least $0.01.

Management considered remedies, including a reverse stock split, but decided against them after weighing costs, administrative burden, and the stock’s relatively low trading volume. This means the Company is not actively pursuing structural measures to lift the share price solely to regain OTCQB eligibility.

Because compliance has not yet been restored, management now expects the shares to move from OTCQB to the OTCID market tier on April 10, 2026, while retaining the “BMTM” symbol. Subsequent company disclosures can clarify whether trading characteristics change after the tier transition.

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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): March 27, 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 8.01 Other Events.

On December 9, 2025, Bright Mountain Media, Inc. (OTCQB:BMTM), (the “Company”), received notice from OTC Markets Group that as the Company’s bid price had closed below $0.01 for more than 30 consecutive calendar days, it no longer met the OTCQB Standards for Continued Eligibility, which state that the Company must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $0.01 per share on at least one of the prior thirty consecutive calendar days.”

OTC Markets Group granted the Company a cure period of 90 calendar days during which the minimum closing bid price for the Company’s common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading on the OTCQB marketplace. By correspondence dated March 9, 2026, this deadline was extended until April 9, 2026. In addition, the Company was informed further that in the event that the Company’s closing bid price falls below $0.001 at any time for five consecutive trading days, the Company will be immediately removed from OTCQB.

Management reviewed the notices and evaluated potential alternatives available to the Company to regain compliance with the OTCQB rules, including implementing a reverse stock split or pursuing other actions intended to increase the trading price of the Company’s common stock. After considering various factors, including the costs and administrative burden associated with implementing a reverse stock split and the relatively low trading volume of the Company’s common stock, management determined that it would be in the best interests of the Company and its shareholders not to pursue actions to regain compliance with the OTCQB bid price requirement.

As of the date hereof, the Company has been unable to regain compliance with the OTCQB minimum closing bid price requirement. Accordingly, unless compliance occurs by April 9, 2026, on April 10, 2026, management expects that the Company’s common stock will commence trading on the OTCID market tier of the OTC Markets Group under the same symbol, “BMTM”.

The information contained in Item 8.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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:	March 27, 2026	By:	/s/ Matthew Drinkwater
			Chief Executive Officer

FAQ

Why did Bright Mountain Media (BMTM) lose compliance with OTCQB standards?

Bright Mountain Media lost OTCQB compliance because its common stock bid price closed below $0.01 for more than 30 consecutive calendar days. OTCQB rules require at least a $0.01 minimum closing bid price on at least one of the prior thirty consecutive calendar days.

What cure period did Bright Mountain Media (BMTM) receive from OTC Markets?

OTC Markets granted Bright Mountain Media a 90-day cure period, later extended to April 9, 2026. During this time, the common stock must achieve a minimum $0.01 closing bid price for ten consecutive trading days to maintain trading on the OTCQB marketplace.

What happens to Bright Mountain Media stock if it fails to regain OTCQB compliance?

If Bright Mountain Media does not regain the OTCQB minimum bid requirement by April 9, 2026, management expects its common stock will begin trading on the OTCID market tier on April 10, 2026, continuing under the same trading symbol, “BMTM.”

Why did Bright Mountain Media decide against a reverse stock split to regain compliance?

Management evaluated a reverse stock split and other actions but decided not to proceed. They cited the costs, administrative burden, and the relatively low trading volume of the Company’s common stock as reasons for not pursuing measures solely to meet the OTCQB bid price rule.

Under what condition could Bright Mountain Media be removed from OTCQB immediately?

OTC Markets informed the Company that if its closing bid price falls below $0.001 for five consecutive trading days, it will be immediately removed from the OTCQB marketplace. This condition is separate from the $0.01 minimum bid requirement and related cure period.

Will Bright Mountain Media’s ticker symbol change if it moves to the OTCID tier?

According to management’s expectations, if the stock transitions from OTCQB to the OTCID market tier on April 10, 2026, Bright Mountain Media’s common stock will continue trading under the same symbol, “BMTM,” despite the change in market tier.

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