Bright Mountain Media, Inc. 10-Q

Item 1A. Risk Factors. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. Item 2. Unregi stered Sales of Equity Securities and Use of Proceeds. On August 8, 2024, in connection with the appointment of new people to the Board of Directors of the Company, the Company issued 39,891 options to purchase shares of the Company’s common stock to each of Ms. Elaine Riddell, Mr. Joseph T. Pergola, and Mr. Thomas A. Triscari. Each option has an exercise price of $0.057 per share, becomes exercisable on December 31, 2024, and expires on August 7, 2034. The issuance of these securities was effected without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safet y Disclosures. None. Item 5. Other Inform ation. None. 48 Table of Contents Item 6. Exhibits. No. Exhibit Description Form Date Filed Number Herewith 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Filed 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Filed 32.1* Certification of the Principal Executive Officer pursuant to Section 1350 Filed 32.2* Certification of the Principal Financial Officer pursuant to Section 1350 Filed 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document Filed 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents Filed 104. Cover Page Interactive Data File (embedded within the Inline XBRL document) * This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. † Indicates a management contract or compensatory plan or arrangement. 49 Table of Contents 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 thereunto duly authorized. BRIGHT MOUNTAIN MEDIA, INC. November 12, 2024 By: /s/ Matthew Drinkwater Matthew Drinkwater, Chief Executive Officer and Director (Principal Executive Officer) /s/ Ethan Rudin Ethan Rudin, Chief Financial Officer (Principal Financial and Accounting Officer) 50