What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-12 · 322 added, 414 removed, 505 unchanged (59% of the section changed)

3 unchanged sentences

(in thousands, except share and per share figures)

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Cash and cash equivalents

Restricted cash

Accounts receivable, net

5 unchanged sentences

Other long-term assets

Liabilities and Shareholders' Deficit

Liabilities and Stockholders' Deficit

Current liabilities:

1 unchanged sentence

Other current liabilities

Interest payable - 10 % convertible promissory notes - related party

Interest payable - Centre Lane senior secured credit facility - related party

Deferred revenue

Note payable - 10 % convertible promissory notes, net of discount - related party

Note payable - Centre Lane senior secured credit facility - related party (current)

5 unchanged sentences

Total liabilities

Shareholders' deficit:

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at September 30, 2024 and December 31, 2023, respectively

Common stock, par value $ 0.01 , 324,000,000 shares authorized, 172,462,836 and 172,103,134 issued, and 171,112,661 and 171,277,959 outstanding at September 30, 2024 and December 31, 2023, respectively

Treasury stock at cost, 1,350,175 and 825,175 shares at September 30, 2024 and December 31, 2023, respectively

Stockholders' deficit:

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at March 31, 2025 and December 31, 2024, respectively

Common stock, par value $ 0.01 , 324,000,000 shares authorized, 177,515,227 and 177,464,827 issued, and 175,965,052 and 176,114,652 outstanding at March 31, 2025 and December 31, 2024, respectively

Treasury stock at cost, 1,550,175 and 1,350,175 shares at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive income

Total shareholders' deficit

Total liabilities and shareholders' deficit

Total stockholders' deficit

Total liabilities and stockholders' deficit

* Derived from audited consolidated financial statements.

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Cost of revenue

General and administrative expenses

Impairment of goodwill and intangibles

Loss from operations

Financing and other expense:

Interest expense - Centre Lane senior secured credit facility - related party

Interest expense - 10 % convertible promissory notes - related party

Interest expense - Centre Lane senior secured credit facility - related party

Other interest expense

8 unchanged sentences

BRIGHT MOUNTAIN MEDIA, INC

CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ DEFICIT

(in thousands, except share figures)

2 unchanged sentences

Accumulated Other Comprehensive

Shareholders'

Total Stockholders'

Balance at December 31, 2023 *

2 unchanged sentences

Stock-based compensation

Foreign currency translation, net

Adjustment from foreign currency translation, net

Balance at March 31, 2024

Common stock issued for options exercised

Stock-based compensation

Foreign currency translation, net

Balance at June 30, 2024

Balance at December 31, 2024 *

Common stock issued for options exercised

Stock-based compensation

Foreign currency translation, net

Balance at September 30, 2024

Treasury stock

Additional Paid-in

Accumulated Other Comprehensive

Shareholders'

Balance at December 31, 2022*

Common stock issued for services rendered

Stock-based compensation

Foreign currency translation, net

Adjustment from foreign currency translation, net

Balance at March 31, 2025

Common stock issued to Centre Lane Partners

Extinguishment of Centre Lane Credit Facility

Common stock issued for options exercised

Stock-based compensation

Foreign currency translation, net

Balance at June 30, 2023

Common stock issued for options exercised

Stock-based compensation

Foreign currency translation, net

Balance at September 30, 2023

*Derived from audited consolidated financial statements.

4 unchanged sentences

(in thousands)

September 30, 2024

September 30, 2023

For the Three Months Ended

March 31, 2025

March 31, 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operations:

Adjustments to reconcile net loss to net cash (used in) provided by operations:

Depreciation expense

Interest paid-in-kind on Centre Lane senior secured credit facility - related party

Amortization of operating lease right-of-use asset

Amortization of operating lease right-of-use assets

Amortization of debt discount

Amortization of intangible assets

Impairment of goodwill and intangible assets

Stock-based compensation

Common stock issued for services rendered

Provision for (recovery of) bad debt

Provision for (recovery of) credit losses

Changes in operating assets and liabilities:

7 unchanged sentences

Deferred revenue

Net cash used in operating activities

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Purchase of property and equipment

Capitalization of software development

Net cash used in investing activities

2 unchanged sentences

Principal payments on finance lease liabilities

Proceeds from Centre Lane senior secured credit facility - related party

Repayment of principal on Centre Lane senior secured credit facility - related party

Repayment of principal on 10 % convertible promissory notes - related party

Net cash (used in) provided by financing activities

Net cash used in financing activities

Effect of foreign exchange rates on cash

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at the beginning of period

Cash and cash equivalents at the end of period

Net (decrease) increase in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at the beginning of the period

Cash, cash equivalents, and restricted cash at the end of the period

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

Supplemental disclosure of cash flow information:

Cash paid for interest

Interest paid-in-kind on Centre Lane senior secured credit facility - related party

Supplemental disclosure of non-cash investing and financing activities:

Issuance of common stock to Centre Lane for debt financing

Issuance of debt to finance acquisition of Big Village Entities

Extinguishment of Centre Lane credit facility

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLID ATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

1 unchanged sentence

Bright Mountain Media, Inc.

(together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) has an end-to-end digital media and advertising services platform that efficiently connects brands with targeted consumer demographics.

We focus on digital publishing, advertising technology, consumer insights, creative and media services.

During the year ended December 31, 2023 , the Company completed the acquisition of two business units of Big Village (Big Village Insights, Inc., and Big Village Agency LLC (together, referred to as the "Big Village Entities")), in an all-cash transaction funded by the Centre Lane senior secured credit facility (the "Big Village Acquisition").

(together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end digital media and advertising services company that efficiently connects brands with targeted consumer demographics.

We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

Digital Publishing

8 unchanged sentences

By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem.

Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, and in-app).

Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers.

Consumer Insights

Our consumer insights division focuses on providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues.

Our consumer insights division focuses on providing primary and secondary research and competitive intelligence to address customers' strategic issues.

We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers.

This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences.

Our cutting-edge approach combines advanced data analytics and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative Services

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Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences.

Our data-driven approach ensures that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment.

Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us an indispensable partner in the success of our clients' advertising and marketing endeavors.

Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI").

Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

The Company generates revenue through:

• the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;

• facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs"),

• serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns, and

• fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");

• providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research;

• provision of creative and media services to advertisers.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The unaudited consolidated financial statements include the accounts of the Company and all its wholly owned subsidiaries.

The unaudited consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2024, and 2023 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S.

The accompanying unaudited consolidated financial statements for the three months ended March 31, 2025 and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Accordingly, they do not include all the information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements.

Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements.

In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the consolidated financial position and the consolidated results of operations.

3 unchanged sentences

Going Concern and Liquidity

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 163.1 million as of September 30, 2024.

Cash flows used in operating activities were $ 451,000 and $ 5.9 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company had approximately a $ 13.0 million working capital deficit, inclusive of $ 2.5 million in cash and cash equivalents.

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 170.1 million as of March 31, 2025 .

Cash flows (used in) provided by operating activities were $( 350,000 ) and $ 920,000 for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had approximately a $ 14.8 million working capital deficit, inclusive of $ 2.2 million in cash and cash equivalents and $ 1.9 million in restricted cash.

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors.

The Company is currently exploring several strategic alternatives, including restructuring, or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Agreement, or raising equity capital.

The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Facility, or raising equity capital.

The ability to access the capital markets depends, in part, upon the volume and market price of the Company's stock, which cannot be assured.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

Cash and Cash Equivalents

1 unchanged sentence

The Company maintains its cash with various commercial banks in the United States, and other foreign countries in which the Company operates.

As of September 30, 2024 and December 31, 2023 , the Company exceeded the federally insured limit of $ 250,000 for interest and non-interest-bearing accounts.

The Company held a cash balance with a single financial institution in excess of the FDIC insured limit in the amount of $ 2.1 million as of September 30, 2024, and $ 3.7 million as of December 31, 2023.

As of September 30, 2024 and December 31, 2023 , the Company exceeded the insurance limit of $ 31,000 for one of its international bank accounts b y $ 86,000 and $ 31,000 , respectively.

As of March 31, 2025 and December 31, 2024 , the Company exceeded the federally insured limit of $ 250,000 for interest and non-interest-bearing accounts.

The Company held a cash balance with a single financial institution in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit in the amount of $ 1.9 million as of March 31, 2025, and $ 2.3 million as of December 31, 2024.

As of March 31, 2025 and December 31, 2024 , the Company did not exceed the insurance limit of $ 29,000 for its international bank accounts.

Any loss incurred or a lack of access to such funds could have a significant adverse effect on the Company's financial condition, results of operations, and cash flows.

At September 30, 2024, and December 31, 2023, the Company had $ 2.5 million and $ 4.0 million respectively, in cash and cash equivalents.

At March 31, 2025, and December 31, 2024, the Company had $ 2.2 million and $ 2.5 million , respectively, in cash and cash equivalents.

Restricted Cash

The Company considers cash to be restricted when withdrawal or general use is legally restricted.

The Company reports restricted cash as a separate line item in the consolidated balance sheets.

At March 31, 2025 and December 31, 2024, the Company had $ 1.9 million in restricted cash for both periods, which is designated specifically for settlement of a legal judgment.

See Note 16, Commitments and Contingencies, to the unaudited consolidated financial statements.

Off-balance Sheet Arrangements

There were no off-balance sheet arrangements as of September 30, 2024 and December 31, 2023 .

There were no off-balance sheet arrangements as of March 31, 2025 and December 31, 2024 .

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions.

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions.

We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made.

1 unchanged sentence

Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results.

Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, the determination of the relative selling prices of our services, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Center Lane Senior Secured Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets.

Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Center Lane Senior Secured Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets.

While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.

3 unchanged sentences

Translation gains and losses as a result of consolidation are included in accumulated other comprehensive income.

Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss.

Transaction gains and losses are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable.

We place our cash and cash equivalents with high credit-quality financial institutions.

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, and accounts receivable.

We place our cash, cash equivalents, and restricted cash with high credit-quality financial institutions.

Such deposits may be in excess of federally insured limits.

2 unchanged sentences

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

We perform credit evaluations of our customers’ financial condition and require no collateral from our customers.

We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances.

The Company generates revenue as follows:

• the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue,

• facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs"),

The following table provides information about concentrations that exceed 10% of revenue and accounts receivable for the period:

The following tables provide information about concentrations that exceed 10% of revenue and accounts receivable for the period:

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Revenue Concentration

2 unchanged sentences

Total percentage of revenue

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Total percentage of accounts receivable

Reclassification

Reclassification of certain accounts has been made to previously reported amounts to conform to their treatment to the current period.

Specifically, the Company identified a reclassification for non-direct project cost from personnel cost under general and administrative expenses to cost of revenue on the consolidated statements of operations and comprehensive loss.

These reclassifications had no impact on the previously reported net loss for the three and nine months ended September 30, 2023 .

* Represents a customer accounts receivable balance less than the 10% threshold.

Effective Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU No.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).

2 unchanged sentences

The new standard was effective January 1, 2024 (early adoption was permitted, but not earlier than January 1, 2021).

This standard did not have an impact on our consolidated financial statements for the period ended September 30, 2024 .

This standard did no t have an impact on our consolidated financial statements for the period ended March 31, 2025.

For 2024 annual reporting, we adopted ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis, effective for fiscal years beginning after December 15, 2024.

The adoption of ASU 2023-07 did no t have a significant impact on our consolidated financial statements for the period ended March 31, 2025.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

The adoption of ASU 2023-09 did no t have a significant impact on our consolidated financial statements for the period ended March 31, 2025.

Accounting Pronouncements Not Yet Adopted

In November 2024, and as amended in January 2025, the FASB issued ASU No.

2024-03, Income Statement Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis.

This guidance will be effective for annual periods beginning in the year ending December 31, 2027 and for interim periods thereafter.

The new standard permits early adoption and can be applied prospectively or retrospectively.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

6 unchanged sentences

Accounts receivable, net at January 1, 2024 was $ 14.7 million.

Expected credit losses (recoveries) were approximately $ 5,000 and $ 204,000 for t he three months ended September 30, 2024, and 2023, respectively, and $( 9,000 ) and $ 177,000 for the nine months ended September 30, 2024, and 2023 , respectively.

Expected credit losses (recoveries) were approximately $ 11,000 and $( 37,000 ) for the three months ended March 31, 2025 and 2024 , respectively.

These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

1 unchanged sentence

Prepaid expenses and other assets consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

7 unchanged sentences

Prepaid expenses and other current assets

(1) - Includes $ 618,000 which was being paid over a period of time and is included in accounts payable at December 31, 2023.

(2) - Approximately $ 92,000 is being paid over a period of time and is included in accounts payable at September 30, 2024.

(1) - Includes approximately $ 187,000 and $ 291,000 which is being paid over a period of time and is included in accounts payable at March 31, 2025 and December 31, 2024, respectively.

(2) - Includes approximately $ 726,000 and $ 121,000 which is being paid over a period of time and is included in accounts payable at March 31, 2025 and December 31, 2024, respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

September 30, 2024

Property and equipment, net, consisted of the following:

March 31, 2025

December 31, 2024

5 unchanged sentences

Property and equipment, net

Depreciation and amortization expense for the three months ended September 30, 2024, and 2023 was $ 36,000 and $ 38,000 respectively, and $ 112,000 and $ 84,000 fo r the nine months ended September 30, 2024 and 2023 , respectively.

Depreciation and amortization expense for the three months ended March 31, 2025 and 2024, was $ 13,000 and $ 40,000, res pectively.

The amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

4 unchanged sentences

Website acquisition assets, net

During the nine months ended September 30, 2024, the Company performed enhancements to its website of approximately $ 86,000 .

Other intangible assets, net, consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

(in thousands)

3 unchanged sentences

Other intangible assets, net

September 30, 2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Intangible assets, net

Amortization expense for the three months ended September 30, 2024 and 2023 was approximately $ 481,000 and $ 829,000 respectively, and $ 1.4 million and $ 1.9 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company performed an impairment assessment during the period ended September 30, 2023, and recorded an impairment loss of $ 2.5 million .

There was no triggering event or impairment for the three and nine months ended September 30, 2024.

As of September 30, 2024, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

Remainder of 2024

Total expected amortization expense

Amortization expense for the three months ended March 31, 2025 and 2024 was approximately $ 485,000 and $ 481,000 respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

As of March 31, 2025, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

Remainder of 2025

Total expected amortization expense

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of September 30, 2024, and December 31, 2023:

The following table represents the allocation of goodwill as of March 31, 2025, and December 31, 2024:

Owned & Operated

1 unchanged sentence

December 31, 2024

September 30, 2024

March 31, 2025

We allocate goodwill to reporting units based on the expected benefit and synergies with our current reporting units.

The Company categorizes goodwill into three reporting units:

"Owned & Operated", "Ad Network", and "Insights".

Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment.

Impairment is deemed to occur when the carrying value of the goodwill associated with the reporting unit exceeds the implied value of the goodwill associated with the reporting unit.

During the year ended December 31, 2023, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operating and Insights reporting units.

The assessment used a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets.

Our qualitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network and Owned & Operating reporting units was less than the carrying value, hence, we performed a quantitative analysis.

Our assessment for the Insights reporting unit did not have such a conclusion, hence a quantitative analysis was not required.

In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation.

A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates.

The assumptions about future cash flows and growth rates are based on our long-term projections.

Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans.

Our discount rate is based on a market participant debt structure and cost of capital.

If the fair value of the reporting unit exceeds its carrying amount, there is no impairment.

To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary.

At December 31, 2023 , our quantitative analysis showed that the implied fair value of our goodwill for the Ad Network and Owned & Operating reporting units was less than its carrying value which resulted in an impairment charge of approximately $ 14.1 million.

There was no triggering event or impairment for the nine months ended September 30, 2024 .

During the year ended December 31, 2024 , an impairment assessment was performed on goodwill for the Ad Network, Owned & Operated and Insights reporting units.

The assessment used a qualitative assessment, including consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets.

Our qualitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network, Owned & Operated and Insights reporting units exceeds their carrying amounts.

Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

There was no triggering event or impairment for the three months ended March 31, 2025 .

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

6 unchanged sentences

Total accounts payable and accrued expenses

(1) - Accounts payable includes $ 5.2 million at September 30, 2024 and December 31, 2023, respectively, for Slutzky & Winsham Ltd.

and Mediahouse, whose operations were terminated during the year ended December 31, 2023

(1) - Accounts payable includes $ 5.2 million at both March 31, 2025 and December 31, 2024 , for Slutzky & Winshman Ltd.

and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

6 unchanged sentences

Total other liabilities

other non-current liabilities

other long-term liabilities

Other current liabilities

(1) - Represents amounts advanced by customers to cover third-party expenses specifically related to their project.

These expenses are offset against the advance, and are not part of the Company's income statement.

These expenses are offset against the advance and are not part of the Company's statement of operations and comprehensive loss.

NOTE 10 – CENTRE LANE SENIOR SECURED CREDIT FACILITY

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100 % of Wild Sky Media, a subsidiary of the Company (the “Purchase Agreement”).

To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane Partners”) in the amount of $ 16.5 million, comprised of $ 15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $ 900,000 and approximately $ 500,000 of expenses.

On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities.

On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners.

The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $ 26.3 million to, among other things, finance the Big Village Acquisition.

This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5 % or $ 1.3 million.

Interest of 15 % payable under the note is payable-in-kind in lieu of cash payment up to April 30, 2024, then 5 % payable quarterly in cash and 10 % payable-in-kind in lieu of cash payment until maturity of April 20, 2026.

As a result of the Twentieth Amendment (as described below), interest payable on the loans under the Seventeenth Amendments from April 2024 until June 30, 2025 was converted from a combination of cash and PIK to solely PIK at the rate of 15 %, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2 % PIK fee or to transition to payments made 10 % PIK and 5 % in cash.

As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2 % of the principal amount of the existing initial principal plus amendments one to eight ("First In Last Out Loans") and amendments nine to sixteen ("Last In First Out Loans"), totaling $ 706,000 , additionally, an exit fee of $ 18,000 of the loan to finance the Big Village Acquisition.

The outstanding principal on these at April 20, 2023 was $ 31.0 million and $ 4.3 million, respectively.

These fees total $ 724,000 and are due and payable at maturity.

Additionally, the maturity dates were extended to April 20, 2026.

Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners.

The shares were valued at $ 1.9 million, based on a per share price of $ 0.09 , which was the closing price of the Company’s common stock at close of market on April 19, 2023.

As of September 30, 2024 , BV Agency, LLC, and Centre Lane Partners own approximately 12.4 % and 8.8 % of the Company’s outstanding common stock, respectively.

On July 28, 2023, the Company and its subsidiaries entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”) with Centre Lane Partners to provide for an additional term loan amount of $ 2.0 million to, among other things, finance the integration and further growth of the Company post-Big Village Acquisition.

This term loan is part of the last in first out loans and matures on June 28, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

On June 30, 2024 the Company and its subsidiaries entered into the Twentieth Amendment to the Credit Agreement (the "Twentieth Amendment" and together with the Credit Agreement and all other amendments thereto, the "Centre Lane Secured Credit Facility") with Centre Lane Partners to provide, among other things, for the extension of the maturity date of the term loan under the Nineteenth Amendment to December 31, 2024.

Commencing September 30, 2024, the Company will commence repayment by making four monthly payments of principal and interest with the balance payable on December 31, 2024.

Beginning in April 2021, Centre Lane Partners loaned the Company an additional $ 38.0 million to provide liquidity to fund operations.

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100 % of Wild Sky Media, which is now a subsidiary of the Company (the “Purchase Agreement”).

To finance the acquisition, the Company obtained a first lien senior loan in the amount of $ 16.5 million, comprised of $ 15.0 million of initial indebtedness, repayment of Wild Sky's existing accounts receivable factoring facility of approximately $ 900,000 , and approximately $ 500,000 of expenses, from, and entered into a secured credit facility with Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane Partners”).

Additional Draws

As of March 31, 2025 , Centre Lane Partners had loaned the Company an additional $ 39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen, Twenty-One, and Twenty-Two (the “Third Out Loans”) to provide liquidity to fund operations.

The Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction.

A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions.

The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0 % per annum, with payments of 2.5 % of outstanding principal beginning on June 30, 2023.

The interest rate was increased to 10.0 % pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is payable-in-kind (“PIK Interest”) in lieu of cash payment.

Commencing with the ninth amendment, the interest rate was increased to 12 % per annum on all subsequent draws with 8 % per annum payable quarterly in cash and 4 % per annum payable-in-kind in lieu of cash payment.

These “last in first out loans,” totaling $ 7.1 million inclusive of exit fees at September 30, 2024, are due and payable on April 20, 2026, excluding the amounts due under the Nineteenth Amendment which are due and payable on December 31, 2024.

In connection with the Nineteenth Amendment, adjustments were made to the interest rate for outstanding loans with the exception of the draw under the Seventeenth Amendment as follows:

• The interest rate per annum changed to 7.0 % per annum plus the Secured Overnight Financing Rate ("SOFR").

At September 30, 2024, the SOFR was 5.30 % per annum, and overall interest on these facilities was 12.33 % , per annum at September 30, 2024;

• The cash pay rate for the last in first out loans was changed to the SOFR plus 3.0 % per annum.

At September 30, 2024, the rate was 8.30 % per annum;

• Effective July 1, 2024, the first in last out loans PIK Rate per annum was 7.0 % per annum plus SOFR plus 5.0 % per annum.

In connection with the Twentieth Amendment, adjustments were made to the interest rate for outstanding loans as follows:

• Adjusting the amortization of the last out loans with quarterly installments of $ 100,000 commencing on September 30, 2024, with quarterly payments increasing to 2.5 % of the amount outstanding under the loans (including capitalized P IK interest) commencing on March 31, 2025.

The amount outstanding under the last out loans was $ 36.5 million at September 30, 2024.

• Changing the last out term loan PIK rate to the SOFR plus 7 % until December 31, 2024, and to the SOFR plus 2 % (previously 5 %) thereafter;

• Converting interest payable on the Seventeenth Amendment loan from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15 %, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2 % PIK fee or to transition to payments made 10 % PIK and 5 % in cash;

• Extending the due date for the 5 % exit fee with respect to the Nineteenth Amendment to December 31, 2024;

• Agreeing to pay an amendment fee equal to 2 % of the principal amount of the Seventeenth Amendment term loan and Nineteenth Amendment term loan, which amount was paid-in-kind by adding the amount of such amendment fee to the outstanding principal balance.

This fee was $ 672,000 at June 30, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of a judgment in the amount of approximately $ 1.7 million that was entered against the Company as a result of certain disclosed litigation (the “Ladenburg litigation”), as the Company intends to appeal the judgment.

The Company borrowed an additional $ 1.9 million from the Lenders, which funds were used to secure the bond.

Amounts drawn pursuant to the Twenty-First Amendment, including all accrued but unpaid principal and interest thereon, will mature and become payable in December 2026.

Interest to be paid in cash accrues at a rate of 0 % per annum, and interest to be paid in kind accrues at a rate of 15 % per annum.

For further information on this judgment, see Note 16, Commitments and Contingencies, to the consolidated financial statements.

In connection with the Twenty-First Amendment, and as consideration therefore, the Company agreed to issue a number of shares of the common stock of the Company, par value $ 0.01 per share, equal to 2.5 % of the fully diluted pro forma ownership of the Company, or 5,001,991 shares of the common stock, to an affiliate of the Lenders.

As of March 31, 2025, BV Agency, LLC, and Centre Lane Partners own approximately 15.0 % and 8.6 % of the Company’s outstanding common stock, respectively.

Optional Prepayment

The Company may, at any time, voluntarily prepay, in whole or in part, a minimum of $ 250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid.

The Company may, at any time, voluntarily prepay, in whole or in part (with a minimum prepayment of $ 250,000 ) the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid.

There is no prepayment penalty associated with the Centre Lane Senior Secured Credit Facility.

However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility is required in the event of certain future capital raises.

Repayment of Loans

With respect to the last out loans, the Company was initially required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ending on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5 % of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date.

As a result of the Twentieth Amendment, the Company will commence amortization of the first in last out loans with quarterly installments of $ 100,000 commencing on September 30, 2024, with quarterly payments increasing to 2.5 % of the amount outstanding under the loans (including capitalized PIK interest) commencing on March 31, 2025

On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners to change the timing of certain installment payments which were due on June 30, 2023.

The Eighteenth Amendment deferred these payments into equal monthly installments due on July 3, 2023, August 7, 2023, and September 5, 2023, respectively.

There was no impact on principal or interest and no fees incurred by the Company as a result of this amendment.

In connection with the Nineteenth Amendment, and prior to the execution of the Twentieth Amendment, quarterly installments equal to 2.5 % of the outstanding aggregate principal were due on the first in last out loans commencing March 31, 2024.

For the three and nine months ended September 30, 2024, the Company paid $ 0 and $ 879,000 toward the principal loan balance, respectively.

For the three and nine months ended September 30, 2023, the Company paid $ 270,000 toward the principal loan balance for both periods.

The amount outstanding under the first in last out loans was $ 36.5 million at September 30, 2024.

Interest payable on the last in first out loans at September 30, 2024 was $ 165,000 .

During the three and nine months ended September 30, 2024, the Company paid approximately $ 150,000 and $ 288,000 , respectively towards outstanding interest on the last in first out loans.

During the three and nine months ended September 30, 2023, the Company paid approximately $ 124,000 and $ 285,000 , respectively towards outstanding interest on the last in first out loans.

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $ 35,000 for agency services provided under this agreement.

The Centre Lane Senior Secured Credit Facility provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Centre Lane Senior Secured Credit Facility and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans.

The accumulated administrative fee since inception of the fa cility is $ 175,000 and is included in outstanding principal.

The administrative fee charged during the nine months ended September 30, 2024 and 2023 wa s $ 35,000 for both periods, respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

The below table summarizes the loan balance at September 30, 2024, and December 31, 2023:

September 30, 2024

March 31, 2025

Repayment of Loans

Effective March 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Second Amendment to the Credit Agreement, pursuant to which the following adjustments were made to the outstanding loans as follows:

• Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the "Last Out Loans"), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026 to December 20, 2026;

• Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate (" SOFR ") plus 3 % and the Second Out Loans cash interest rate to 2 %.

At March 31, 2025 , the SOFR floor was 5.00 % per annum, thus the overall PIK rate on these facilities was 8.00 %;

• Changing the First Out Loans cash interest rate to the Term SOFR plus 2 %.

The overall PIK rate on these facilities was 7.00 % at March 31, 2025;

• Changing the Third Out Loans PIK rate to 15 %;

• Adjusting the amortization of the Second Out Loans such that quarterly installments of 1 % of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid for each quarter in 2025, and quarterly installments of 2 % of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid thereafter until maturity;

• Adjusting the amortization of the First Out Loans such that an installment of $ 700,000 is paid on March 31, 2025, and quarterly installments of $ 575,000 are paid thereafter until maturity.

For the three months ended March 31, 2025 and 2024, the Company did no t make a payment toward the principal loan balance.

During the three months ended March 31, 2025 and 2024, the Company did no t make a payment toward the outstanding interest payable.

Because Amendment Twenty-Two was closed on March 31, 2025, principal and interest payments, which had been due in the first quarter, became due and were paid in the first week of April.

The below table summarizes the loan balances at March 31, 2025, and December 31, 2024:

March 31, 2025

December 31, 2024

5 unchanged sentences

Outstanding principal

The below table summarizes the movement in the outstanding principal from inception through September 30, 2024:

September 30, 2024

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

The below table summarizes the movement in the outstanding principal during the three months ended March 31, 2025:

March 31, 2025

December 31, 2024

4 unchanged sentences

Outstanding principal

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is required to pay Centre Lane Partners a non-refundable annual administration fee equal to $ 35,000 for agency services.

The Centre Lane Senior Secured Credit Facility provides that this fee shall be, in all respects, fully earned, due and PIK by the Company on the effective date of the Centre Lane Senior Secured Credit Facility, and on each anniversary of the effective date during the term of the agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans.

The accumulated administrative fee since inception of the fa cility is $ 175,000 and is included in outstanding principal.

There was no administrative fee charged during the three months ended March 31, 2025 and 2024.

Amendments to Centre Lane Senior Secured Credit Facility

Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners.

Commencing April 2021, the Company and certain subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Facility.

The Credit Agreement was amended a number of times to provide for additional loans used for working capital and acquisitions.

In addition, and as part of the transaction, there are exit fees (the “Exit Fees”), which will be added and capitalized to the principal amount of the original loan.

As of September 30, 2024, there were twenty amendments to the Centre Lane Senior Secured Credit Facility.

Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt.

In addition, as part of the transaction, there are exit fees (the "Exit Fees"), which are added and capitalized to the principal amount of the original loan.

As of March 31, 2025 , there were twenty-two amendments to the Credit Agreement.

Consistent with FASB Accounting Standards Codification ("ASC") Topic 470, Debt (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt.

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow.

If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value.

A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt, additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid in capital.

A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt.

Additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid-in capital.

Interest expense is recorded based on the effective interest rate of the new debt.

A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt.

In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $ 35.5 million was de-recognized and the new debt of $ 62.7 million was recognized at estimated fair value.

A gain on extinguishment was recognized against additional paid in capital of $ 671,000 , as Centre Lane Partners is a related party.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

The below table summarizes the amendments that were executed by the Company from the inception of the facility to September 30, 2024, (in thousands, except for share data):

March 31, 2025

The below table summarizes the amendments that were executed by the Company from the inception of the facility to March 31, 2025 (in thousands, except for share data):

Amendment No.

11 unchanged sentences

Additionally, the Company may issue up to $ 800,000 in dividends from the previous limit of $ 500,000 per annum.

c) 15 % PIK until April 20, 2024, then 5 % cash and 10 % PIK thereafter.

d) New rates in effect in connection with Amendment 19, Amendment 1 through 8, the PIK rate was 10 %.

e) New rates in effect in connection with Amendment 19, Amendment 9 through 16, the cash rate was 8 %.

f) First In Last Out Loans.

g) Last In First Out Loans.

h) As discussed above, there was no impact on principal or interest and no fees incurred by the Company as a result of Amendment 18, thus it is not included in above table.

i) New rates and repayment terms in connection with Amendment 20.

Draws advanced by Amendments 2 through 8 totaling $ 5.5 million and exit fees totaling $ 3.6 million, were due for full repayment on February 28, 2022;

prior to this date, the loan agreement allowed the Company to waive the accrual of interest on these amounts.

There was no repayment of these amounts, and as a result, on March 11, 2022, amendment 10 was executed, changing the repayment date of the outstanding principal, and commencing interest accrual on the exit fees.

All amounts advanced for Amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17.

The outstanding amount at September 30, 2024 is $ 7.1 million , inclusive of interest paid in kind.

As of September 30, 2024 and December 31, 2023, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 72.5 million and $ 64.3 million , respectively, net of unamortized debt discount of $ 4.4 million and $ 6.0 million , respectively.

c) New rates in effect in connection with Amendment 22.

d) New rates in effect in connection with Amendment 22.

e) Second Out Loans.

f) First Out Loans.

g) Third Out Loans.

h) There was no impact on principal or interest and no fees incurred by the Company as a result of Amendment 18 and Amendment 22, thus they are not included in the above table.

Our debt financing arrangements, including long-term debt, expose us to counterparty credit risk as they are solely with a single related party lender.

We manage this risk by closely monitoring the related party's financial stability and ensuring it maintains a strong credit rating.

No other financial institutions are involved in our debt obligations.

As of March 31, 2025 and December 31, 2024, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 77.8 million and $ 74.9 million , respectively, net of unamortized debt discount of $ 3.3 million and $ 4.0 million , respectively.

The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

During the three months ended September 30, 2024, and 2023, the Company recorded amortization of debt discount of $ 691 thousand and $ 590 thousand , respectively on the Centre Lane Senior Secured Credit Facility.

Amortization of debt discount was $ 2.2 million and $ 1.4 million for the nine months ended September 30, 2024 and 2023, respectively.

Interest expense for the three and nine months ended September 30, 2024, and 2023 consisted of the following:

During the three months ended March 31, 2025 and 2024, the Company recorded amortization of debt discount of $ 633,000 and $ 615,000 , respectively, on the Centre Lane Senior Secured Credit Facility.

Interest expense for the three months ended March 31, 2025 and 2024, consisted of the following:

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

(in thousands)

1 unchanged sentence

Total interest expense

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

NOTE 11 – 10% CONVERTIBLE PROMISSORY NOTES

2 unchanged sentences

A beneficial conversion feature existed on the date the Convertible Notes were issued whereby the fair value of the underlying common stock into which the Convertible Notes was convertible was in excess of the face value of the Convertible Notes of $ 80,000 .

On July 1, 2024, the Company repaid the outstanding principal of $ 80,000 and outstanding interest of $ 43,000 on the Convertible Notes due to its former Chairman of the Board.

The outstanding principal and interest of the Convertible Notes were due and payable in November 2023, and on July 1, 2024, the Company repaid the outstanding principal of $ 80,000 and outstanding interest of $ 43,000 on the Convertible Notes due to its former Chairman of the Board.

NOTE 12 – LEASES

1 unchanged sentence

Operating Lease

The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement which was signed on June 14, 2022, with a lease term of five years beginning upon completion of improvements to the office space by the landlord, which was completed on September 12, 2022.

The annual base rent is $ 100,000 , with a provision for a 3 % increase on each anniversary of the rent commencement date.

The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement.

An addendum to the lease dated June 14, 2022, set a lease renewal term of five years beginning upon completion of improvements to the office space by the landlord, which were completed on September 12, 2022.

The annual base rent as of the beginning of this renewal term is approximately $ 143,000 , with a provision for a 3 % increase on each anniversary of the rent commencement date.

The Company has the option to renew the lease for one additional five-year term.

At September 30, 2024 and December 31, 2023, the operating lease right-of-use asset was $ 271,000 and $ 306,000 , respectively, and is included under assets on the consolidated balance sheet.

At September 30, 2024 and December 31, 2023, the operating lease right-of-use liability was $ 269,000 and $ 303,000 respectively, including the current portion of $ 74,000 and $ 64,000 , respectively, and is included under liabilities on the consolidated balance sheet.

At March 31, 2025 and December 31, 2024, the operating lease right-of-use asset was $ 235,000 and $ 253,000 , respectively, and is included under assets on the consolidated balance sheets.

At March 31, 2025 and December 31, 2024, the operating lease right-of-use liability was $ 234,000 and $ 252,000, respectively, including the current portion of $ 83,000 and $ 79,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement.

Operating lease expense was approximately $ 43,000 and $ 39,000 for the three months ended September 30, 2024 and 2023, respectively.

Operating lease expense was approximately $ 128,000 and $ 120,000 for the nine months ended September 30, 2024 and 2023, respectively.

Operating lease expense was approximately $ 45,000 and $ 40,000 for the three months ended March 31, 2025 and 2024, respectively.

The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Operating Lease Subleases

During the nine months ended September 30, 2024 , the Company entered into two sublease agreements for its Boca Raton corporate office suites.

The subleases will continue for the remaining term on the initial lease agreement of 3 years with no option to extend.

On April 14, 2024 and July 1, 2024, the Company entered into two sublease agreements for its Boca Raton corporate office suites.

The subleases will continue for the remaining term on the initial lease agreement of three years with no option to extend.

The aggregate minimum annual rental income under the subleases is approximately $ 137,000 with 3 % escalations per annum.

The Company retained the ability to use the address as its corporate office.

At September 30, 2024 the operating lease subleases right-of-use liability was $ 12,000 and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $ 35,000 and $ 55,000 , for the three and nine months ended September 30, 2024, respectively.

At March 31, 2025 and December 31, 2024, the operating lease subleases right-of-use liability was $ 12,000 , and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $ 34,000 for the three months ended March 31, 2025 .

There was no sublease income for the same period of 2024.

Finance Lease

On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years .

At September 30, 2024 and December 31, 2023, finance lease asset was $ 47,000 and $ 60,000 , respectively, and is included under assets on the consolidated balance sheets.

At September 30, 2024 and December 31, 2023, finance lease liability was $ 47,000 and $ 60,000 , respectively, including the current portion of $ 21,000 and $ 18,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended September 30, 2024 was $ 7,200 , inclusive of interest of $ 2,600 and amortization of $ 4,600 , and $ 21,700 for the nine months ended September 30, 2024, inclusive of interest of $ 8,600 and amortization of $ 13,100 , which amounts are included in general and administrative expense in the statements of operations and comprehensive loss.

As of September 30, 2024 and December 31, 2023, the right-of-use asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

September 30, 2024

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

At March 31, 2025 and December 31, 2024, finance lease asset was $ 37,000 and $ 42,000 , respectively, and is included under assets on the consolidated balance sheets.

At March 31, 2025 and December 31, 2024, finance lease liability was $ 37,000 and $ 42,000 , respectively, including the current portion of $ 23,000 and $ 22,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended March 31, 2025 was $ 7,200 , inclusive of interest of $ 2,100 and amortization of $ 5,100 .

Finance lease expense for the three months ended March 31, 2024 was $ 7,000 , inclusive of interest of $ 3,000 and amortization of $ 4,000 .

As of March 31, 2025 and December 31, 2024, the asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

March 31, 2025

December 31, 2024

15 unchanged sentences

Finance lease

(1) - Finance lease represents computer software, see Note 5 "Property and Equipment".

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 13 –BUSINESS COMBINATIONS

On April 20, 2023, the Company completed the Big Village Acquisition of two business units of Big Village Holding LLC for approximately $ 20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility.The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and intangibles.

The goodwill of $ 2.4 million recognized was attributable to assembled workforce and strategic benefits that are expected to be achieved and is tax deductible for a period of 15 years.

Identified intangibles total $ 16.2 million inclusive of the below:

(in thousands)

Developed technology

Customer relationships

The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition and subsequent adjustment:

(in thousands)

Purchase price consideration:

Centre Lane Senior Secured Credit Facility

Fair value of assets acquired:

Accounts receivable

Prepaid and other assets

Property and equipment

Fair value of liabilities assumed:

Accounts payable and accrued expenses

Deferred revenue

Other current liabilities

Total fair value of assets acquired and liabilities assumed

(1) - Finance lease represents computer software, see Note 5, Property and Equipment, Net, to the Company's consolidated financial statements.

NOTE 13 – REVENUE RECOGNITION

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

(in thousands)

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

Geographic Information

Revenue by geographical region consists of the following:

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

(in thousands)

United States

Total revenue

Revenue by geography is based on the country of the Company’s contracting entity.

Total United States revenue was approximately 100 % of total revenue for the three months ended September 30, 2024 and 2023 , respectively, and 100 % for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, and December 31, 2023 , approximately 100 % of our long-lived assets were attributable to operations in the United States.

Long-lived assets include websites and other intangibles assets that are utilized in overall revenue generation.

Total United States revenue was approximately 100 % of total revenue for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, and December 31, 2024 , approximately 100 % of our long-lived assets, including websites and other intangible assets used in revenue generation, were attributable to operations in the United States.

Deferred Revenue

The movement in deferred revenue during the nine months ended September 30, 2024 and the year ended December 31, 2023 comprised the following:

September 30, 2024

The movement in deferred revenue during the three months ended March 31, 2025 and the year ended December 31, 2024 comprised the following:

March 31, 2025

December 31, 2024

2 unchanged sentences

Amounts invoiced during the period

Business combination

revenue recognized during the period

5 unchanged sentences

The Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock.

As of September 30, 2024 , 12,150,967 s hares were remaining under the Stock Option Plan for future issuance.

As of September 30, 2024, options to purchase 10,349,033 sha res of common stock were outstanding in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the Stock Option Plan at a weighted average exercise price of $ 0.11 per share.

As of March 31, 2025 , 11,923,017 s hares were remaining under the Stock Option Plan for future issuance.

As of March 31, 2025, options to purchase 10,576,983 shares of common stock were outstanding, in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the Stock Option Plan at a weighted-average exercise price of $ 0.10 per share.

No further grants can be made under any of the Company's stock option plans other than the Stock Option Plan.

Compensation expense recorded in connection with the Stock Option Plan was $ 57,000 and $ 57,000 for the three months ended September 30, 2024 and 2023 , respectively, and $ 192,000 and $ 115,000 for the nine months ended September 30, 2024 and 2023, respectively.

Compensation expense recorded in connection with the Stock Option Plan was $ 37,000 and $ 65,000 for the three months ended March 31, 2025 and 2024, respectively.

These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

The following table presents the activity of the Company’s outstanding common stock options for the nine months ended September 30, 2024:

March 31, 2025

The following table presents the activity of the Company’s outstanding common stock options for the three months ended March 31, 2025:

Number of Options

4 unchanged sentences

Balance outstanding at December 31, 2024

Balance outstanding at September 30, 2024

Exercisable at September 30, 2024

Unvested at September 30, 2024

As of September 30, 2024, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 265,000 to be recognized through July 2027.

The following table provides the weighted average assumptions used in determining the fair value of the stock option awards for the nine months ended September 30, 2024 and 2023:

September 30, 2024

September 30, 2023

Expected term (years)

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

Unvested at March 31, 2025

During the three months ended March 31, 2025, 400,000 options were issued.

No options were issued during the three months ended March 31, 2024.

As of March 31, 2025, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 192,000 to be recognized through July 2027.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates.

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the three months ended March 31, 2025 and 2024:

March 31, 2025

March 31, 2024

Expected life (years)

Expected volatility

2 unchanged sentences

Expected forfeiture rate

During the nine months ended September 30, 2024 and 2023, 219,673 and 5,803,200 options were issued, respectively.

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term.

The expected volatility is based on an average of similar public company's historical volatility, as the Company's common stock is quoted in the over-the-counter market on the OTCQB Tier of the OTC Markets, Inc.

The risk-free interest rate is based on the U.S.

Treasury yields with terms equivalent to the expected term of the related option at the time of the grant.

Dividend yield is based on historical trends.

While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.

The Company has elected to account for forfeitures as they occur.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

NOTE 15 – FAIR VALUE MEASUREMENTS

6 unchanged sentences

Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Valuation is based on inputs that are both significant to the fair value measurement and unobservable.

2 unchanged sentences

Fair Value Considerations

Financial instruments recognized in the consolidated balance sheets consist of cash, accounts receivable, other liabilities and accounts payable.

Financial instruments recognized in the consolidated balance sheets consist of cash, cash equivalents, restricted cash, accounts receivable, other liabilities and accounts payable.

The Company believes that the carrying value of its current financial instruments approximates their fair value due to the short-term nature of these instruments.

The carrying value of the Centre Lane Senior Secured Credit Facility and the 10 % Convertible Promissory Note approximates the fair value due to their nature and level of risk.

The carrying value of the Centre Lane Senior Secured Credit Facility approximates the fair value due to their nature and level of risk.

Assets Measured at Fair Value on a Non-recurring Basis

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We estimated the fair value of our reporting units utilizing an income approach (discounted cash flow method), which incorporated significant unobservable Level 3 inputs.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

During the year ended December 31, 2024 , an impairment assessment was performed on goodwill for the Ad Network, Owned & Operating and Insights reporting units.

The assessment used a qualitative assessment, including consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets.

Our qualitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network, Owned & Operating and Insights reporting units exceeds its carrying amount.

Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

There was no triggering event or impairment for the three months ended March 31, 2025.

Centre Lane Senior Secured Credit Facility

1 unchanged sentence

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow.

If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value.

Amendment seventeen was considered an extinguishment.

The Company utilized a third party valuation company to calculate the present value of the cash flows under the terms of the amendment and determined that it was substantially different by at least 10 % from the present value of the remaining cash flow of the original debt instrument.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value.

The Company utilizes a third-party valuation company to calculate the present value of the cash flows under the terms of each new amendment and determines if it was substantially different by at least 10 % from the present value of the remaining cash flow of the original debt instrument.

Amendment Twenty-Two was considered a modification.

For further information on modifications and extinguishments, see the amendments table within Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

On July 11, 2023, Ladenburg Thalmann & Co.

(“Ladenburg”) filed an action against the Company for breach of contract in the United States District Court for the Southern District of Florida, Case No.

(“Ladenburg”) filed an action against the Company for breach of contract in the United States District Court for the Southern District of Florida (the “District Court”), Case No.

9:23-cv-81019-AMC.

2 unchanged sentences

Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract.

In April 2023, the Company informed Ladenburg of the impending Big Village Acquisition.

In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc.

and Big Village Agency, LLC (together, the "Big Village Acquisition").

Ladenburg now seeks $ 1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee.

The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition.

On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $ 1.7 million to Ladenburg.

On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment.

This motion was denied on January 30, 2025.

On February 27, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit.

The Company's appeal is presently ongoing.

The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Other Litigation

4 unchanged sentences

As a result, it is possible that the Company’s results of operations or cash flows in a particular fiscal period could be materially affected by an unfavorable resolution of pending litigation or contingencies.

The outcome is not determinable as of the issuance of these financial statements.

NOTE 18 – SHAREHOLDERS’ DEFICIT

The outcome is not determinable as of the issuance of these consolidated financial statements.

NOTE 17 – STOCKHOLDERS’ DEFICIT

Preferred Stock

5 unchanged sentences

10% Series D Convertible Preferred Stock (“Series D Stock”);

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

10% Series E Convertible Preferred Stock (“Series E Stock”);

10 unchanged sentences

• the shares are not redeemable by the Company.

Other designations, rights and preferences of each of series of preferred stock are identical, including:

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Other designations, rights and preferences of each series of preferred stock are identical, including:

• shares do not have voting rights, except as may be permitted under Florida law;

3 unchanged sentences

Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

There were no shares of preferred stock issued or outstanding at September 30, 2024, and December 31, 2023.

At September 30, 2024 and December 31, 2023, there was an accrued unpaid preference dividend of $ 691,000 .

There were no shares of preferred stock issued or outstanding at March 31, 2025, and December 31, 2024.

At March 31, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $ 691,000 .

This amount is payable to the Company's former Chairman, Mr.

Kip Speyer, and is included under other current liabilities in the consolidated balance sheet at September 30, 2024.

Kip Speyer, and is included under other current liabilities in the consolidated balance sheets.

Shares of Common Stock under the Stock Option Plan

1 unchanged sentence

The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock.

As of September 30, 2024, 12,150,967 shares were remaining under the 2022 Stock Option Plan for future issuance.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

As of March 31, 2025, 11,923,017 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

During the three and nine months ended September 30, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):

During the three months ended March 31, 2025, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 2024

March 31, 2025

Common stock issued for options exercised

Common stock issued for services rendered

Shares of common stock issued, net

During the three and nine months ended September 30, 2023, the Company issued shares of our common stock as follows (in thousands, except share data):

During the three months ended March 31, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 2023

Shares issued to Centre Lane related to debt financing

Common stock issued for options exercised

March 31, 2024

Common stock issued for services rendered

Shares of common stock issued, net

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Treasury Stock

During the nine months ended September 30, 2024 , one shareholder relinquished 525,000 shares of the Company's common stock, which were acquired by the Company for a value of $ 0 .

During the three months ended March 31, 2025 , one shareholder relinquished 200,000 shares of the Company's common stock, which were acquired by the Company at no cost to the Company.

During the three months ended March 31, 2024 , one shareholder relinquished 525,000 shares of the Company's common stock, which were acquired by the Company at no cost to the Company.

A total of 1,550,175 shares of the Company's common stock, with a value of $ 220,000 , are being held as Treasury Stock by the Company.

At September 30, 2024 and December 31, 2023, we had 18,208,596 and 21,362,066 c ommon stock warrants outstanding to purchase shares of our common stock with exercise prices ranging between $ 0.65 and $ 1.00 per share.

Approximately 660,720 and 3,153,470 common stock warrants expired during the three and nine months ended September 30, 2024, respectively, and 5,590,587 and 10,415,587 common stock warrants expired during the three and nine months ended September 30, 2023.

A summary of the Company’s warrants outstanding as of September 30, 2024 and December 31, 2023, is presented below:

September 30, 2024

At March 31, 2025 and December 31, 2024, we had 5,456,200 and 10,573,700 c ommon stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $ 0.65 and $ 1.00 per share.

Of the 5,456,200 common stock warrants outstanding at March 31, 2025, 5,281,200 will expire in 2025, and 175,000 will expire in 2030.

Approximately 5,117,500 common stock warrants expired during the three months ended March 31, 2025, and 913,750 common stock warrants expired during the three months ended March 31, 2024.

A summary of the Company’s warrants outstanding as of March 31, 2025 and December 31, 2024, is presented below.

March 31, 2025

Exercise Price

2 unchanged sentences

(if exercised)

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

December 31, 2024

4 unchanged sentences

NOTE 18 – LOSS PER SHARE

As of September 30, 2024, and 2023, there were 172,462,836 and 172,126,629 shares of common stock issued, respectively, and 171,112,661 and 171,301,454 shares of common stock outstanding, respectively.

Outstanding shares as of September 30, 2024, and 2023, have been adjusted to reflect 1,350,175 and 825,175 treasury shares, respectively.

As of March 31, 2025 and 2024, there were 177,515,227 and 172,382,586 shares of common stock issued, respectively, and 175,965,052 and 171,032,411 shares of common stock outstanding, respectively.

Outstanding shares as of March 31, 2025 and 2024, have been adjusted to reflect 1,550,175 and 1,350,175 treasury shares, respectively.

Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted-average number of common shares outstanding during the period.

2 unchanged sentences

The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method, as applicable.

The following tables reconcile actual basic and diluted earnings per share for the three and nine months ended September 30, 2024, and 2023.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

The following tables reconcile actual basic and diluted earnings per share for the three months ended March 31, 2025 and 2024.

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

(in thousands, except per share data)

1 unchanged sentence

Net loss per common share

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and nine months ended September 30, 2024, and 2023were as follows:

September 30, 2024

September 30, 2023

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2025 and 2024 were as follows:

March 31, 2025

March 31, 2024

Shares unvested and subject to exercise of stock options

Shares subject to warrants stock exercise

Shares subject to convertible notes stock conversion

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Shares subject to exercise of warrants

NOTE 19 – RELATED PARTIES

2 unchanged sentences

In connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners.

In connection with the Twenty-First Amendment, on December 26, 2024, the Company issued an additional 5,001,991 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners own approximately 15.0 % and 8.6 % of the Company’s outstanding common stock, respectively.

1 unchanged sentence

As a result, BV Agency, LLC, and Centre Lane Partners together are considered to be related parties of the Company.

Through September 30, 2024 , the Company has entered into 20 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 77.0 million and $ 70.2 million as of September 30, 2024 and December 31, 2023, respectively.

See Note 10, Centre Lane Senior Secured Credit Facility for details on this facility.

Through March 31, 2025 , the Company has entered into 22 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 81.1 million and $ 78.8 million as of March 31, 2025 and December 31, 2024, respectively.

See Note 10, Centre Lane Senior Secured Credit Facility, to the Company’s consolidated financial statements for details on this facility.

Preferred Stock

At September 30, 2024 and December 31, 2023, there was an accrued unpaid preference dividend of $- and $ 691,000 , respectively.

At March 31, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $ 691,000 .

This amount is payable to the Company's former Chairman, Mr.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

NOTE 20 – INCOME TAXES

The Company recorded a tax provision of $ 0 for the three and nine months ended September 30, 2024, and 2023, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At September 30, 2024 and December 31, 2023 , the Company had no unrecognized tax benefits or accrued interest and penalties recorded.

No interest and penalties were recognized during the three and nine months ended September 30, 2024, and 2023 .

The Company recorded a tax provision of $ 0 for the three months ended March 31, 2025 and 2024, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At March 31, 2025 and December 31, 2024 , the Company had no unrecognized tax benefits or accrued interest and penalties recorded.

No interest and penalties were recognized during the three months ended March 31, 2025 and 2024 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements