Bright Mountain Media, Inc. 10-Q

Item 1A. Risk Factors. For the period ended March 31, 2026, one customer represented 19.8% of our total accounts receivable balance and another customer represented 11.1% of that balance. Inability to collect these amounts could have a material adverse impact on our operations. Beyond this, there have been no other material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. 49 Table of Contents Item 2. Unregi stered Sales of Equity Securities and Use of Proceeds. In connection with the Twenty-Fifth Amendment to Amended and Restated Senior Secured Credit Agreement by and among the Company, its subsidiaries, Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”), and the lenders thereto, and as consideration therefor, the Company agreed to issue 2,922,566 shares of the common stock of the Company, par value $0.01 per share, to Centre Lane Partners. The issuance of these securities was effected without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safet y Disclosures. None. Item 5. Other Inform ation. None . 50 Table of Contents Item 6. Exhibits. Incorporated by Reference Filed or Furnished No. Exhibit Description Form Date Filed Number Herewith 10.1 Twenty-Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 31, 2026 X X 10.2 Annex A to the Credit Agreement, dated March 31, 2026 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) X 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) X 32.1* Certification of the Principal Executive Officer pursuant to Section 1350 X 32.2* Certification of the Principal Financial Officer pursuant to Section 1350 X 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents X 104. Cover Page Interactive Data File (embedded within the Inline XBRL document) X * This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. 51 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRIGHT MOUNTAIN MEDIA, INC. May 12, 2026 By: /s/ Matthew Drinkwater Matthew Drinkwater, Interim Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) 52