What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-06-13 compared with 2021-12-23 · 109 added, 132 removed, 438 unchanged (35% of the section changed)

6 unchanged sentences

HAVE A HISTORY OF LOSSES .

incurred net significant net losses for 2020 and 2019, including losses in 2019 related to our discontinued operations, and at December

31, 2020, we had a significant accumulated deficit.

While our revenues and gross margin increased significantly for 2020 from 2019, our

selling, general and administrative expenses, or “SG&A”, increased significantly in 2020 from 2019 as well.

We anticipate

that our SG&A will continue to increase in 2021 and beyond, and we may continue to incur losses in future periods until such time

as we are successful in significantly increasing our revenues and gross profit to a level to fund our operating expenses.

assurances that we will be able to significantly increase our revenues and gross profit to a level which supports profitable operations

and provides sufficient funds to pay our operating expenses and other obligations as they become due.

incurred net significant net losses for 2021 and 2020, and at December 31, 2021, we had a significant accumulated deficit.

and gross margin decreased slightly for 2021 from 2020, and our selling, general and administrative expenses, or “SG&A”,

decreased significantly for 2021 from 2020 as well.

We anticipate that our SG&A will increase in 2022 as we execute our planned growth

strategy of launching and operating the Bright Mountain Media ad exchange network which will include additional administrative support.

Subject to the availability of additional working capital, the Company currently relies on contracted resources to provide additional

accounting support, and also intends to add staff to its accounting department to improve controls over its accounting and reporting

There is substantial doubt that we will be able to significantly increase our revenues and gross profit to a level which supports

profitable operations and provides sufficient funds to pay our operating expenses and other obligations as they become due.

ARE DEPENDENT UPON SALES OF EQUITY SECURITIES AND LOANS FROM OUR CHAIRMAN OF THE BOARD TO PROVIDE OPERATING CAPITAL.

do not generate sufficient gross profit to pay our operating expenses and we reported losses from continuing operations in 2020 and 2019.

Historically we have been dependent upon the purchase of equity securities or convertible notes by Mr.

Kip Speyer, our Chairman of the

Board, to provide operating capital.

During 2020, the Company raised approximately $4.0 million through the sale of our securities in

a private placement.

While we expect to seek to raise additional working capital through the sale of our securities in private or public

transactions, we are not a party to any binding agreements and there are no assurances we will be able to raise any additional third-party

Speyer is also under no obligation to continue to lend us money or purchase equity securities from us.

If we are not able

to raise sufficient additional working capital as needed, absent a significant increase in our revenues we may be unable to grow our

do not generate sufficient gross profit to pay our operating expenses and we reported a net loss in 2021 and 2020.

Historically we have

been dependent upon the purchase of equity securities or convertible notes by Mr.

Kip Speyer, our Chairman of the Board, to provide operating

During 2020, the Company raised approximately $4.0 million through the sale of our securities in a private placement.

we expect to seek to raise additional working capital through the sale of our securities in private or public transactions, we are not

a party to any binding agreements and there are no assurances we will be able to raise any additional third-party capital.

is also under no obligation to continue to lend us money or purchase equity securities from us.

If we are not able to raise sufficient

additional working capital as needed, absent a significant increase in our revenues we may be unable to grow our company.

WE FAIL TO DETECT ADVERTISING FRAUD OR OTHER ACTIONS THAT IMPACT OUR ADVERTISING CAMPAIGN PERFORMANCE, WE COULD HARM OUR REPUTATION WITH

42 unchanged sentences

ARE DEPENDENT ON REVENUES FROM A LIMITED NUMBER OF CUSTOMERS.

2020, 1 customer represents 9.6% of revenue and for 2019, 1 customer represents 12.5% of revenue.

2021, one customer represents 8.6% of revenue and for 2020, one customer represents 9.6% of revenue.

The loss of these customers

5 unchanged sentences

Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results

for the full year or for future years.

for the full year or for future years or quarters.

ACQUISITION OF NEW BUSINESSES IS COSTLY AND THESE ACQUISITIONS MAY NOT ENHANCE OUR FINANCIAL CONDITION.

10 unchanged sentences

historic audited financial statements for up to two years for acquisition targets in compliance with the rules and regulations of the

Securities and Exchange Commission (“SEC”).

The necessity to provide these audited financial statements will increase the

25 unchanged sentences

While we are unaware of any security breaches to date, experienced

programmers or “hackers”

could penetrate sectors of our systems.

programmers or “hackers” could penetrate sectors of our systems.

Because a hacker who is able to penetrate network security

86 unchanged sentences

a publisher and distributor of content over the internet, including blogs which appear on our websites and links to third-party websites

that may be accessible through our websites, or content that includes links or references to a third-party’s website, we face potential

liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership

15 unchanged sentences

acquisition candidates in the future or to integrate and manage the acquired companies.

Acquired companies’

histories, the geographical

Acquired companies’ histories, the geographical

location, business models and business cultures will be different from ours in many respects.

2 unchanged sentences

diversion of management time and resources and the potential disruption of our ongoing business;

● difficulties

in maintaining uniform standards, controls, procedures and policies;

costs and time associated with upgrading both the internal accounting systems as well as

educating each of their staff as to the proper methods of collecting and recording financial

costs and time associated with upgrading both the internal accounting systems as well as educating each of their staff as to the

proper methods of collecting and recording financial data;

unknown liabilities associated with acquired businesses;

22 unchanged sentences

WE DO NOT HAVE ULTIMATE CONTROL.

display pay-per-click, banner, cost per acquisition “CPM”, direct, and other forms of advertisements to users that come from

third-party Advertising Services.

10 unchanged sentences

viruses and other security issues;

● interruption

or other loss of connectivity provided by third-party internet service providers;

51 unchanged sentences

CONCERNS COULD IMPAIR OUR BUSINESS.

have a policy against using personally identifiable information obtained from users of our websites without the user’s permission.

In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission

34 unchanged sentences

secured indebtedness may limit our ability to operate our business.

of December 31, 2020, we had $19,008,440 and as of December 31, 2019 we had $165,163 of outstanding secured indebtedness under our outstanding

credit facilities.

The instruments governing our existing secured indebtedness may inhibit our ability to incur additional debt equity

and require significant payments from the proceeds of any debt or equity sale without consent of the lender.

In addition, we have additional

covenants and obligations under the secured indebtedness which may limit our ability to operate our business.

Our ability to repay the

indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of debt service and principal

thereby reducing funds available to implement our business strategy.

Our level of indebtedness could also provide limits in our ability

to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions in the businesses in which

we operate, and impair our ability to obtain additional financing for our business strategy.

If we are unable to meet our obligations

under the secured indebtedness, the lender may call a default and our business could be foreclosed upon or otherwise transferred.

Between May 26, 2021

and November 5, 2021, the Company and certain of its subsidiaries entered into five amendments to the Amended and Restated Senior Secured

Credit Agreement between itself and Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane Partners”).

and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral

Agent dated June 5, 2020, as amended (the “Credit Agreement”).

The Credit Agreement was amended to provide for an additional

loan amount of $4.625 million, in the aggregate.

Pursuant to the terms of the Credit Agreement, the term loan is due and payable on or

before February 15, 2022.

In addition, and as part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $2.712

million which will be added and capitalized to the principal amount of the original loan and the original loan terms apply.

the Company has issued 12.5 million common shares to Centre Lane Partners as part of these transactions.

of December 31, 2021, we had $23.9 million and as of December 31, 2020, we had $19.0 million of outstanding secured indebtedness

under our outstanding credit facilities.

The instruments governing our existing secured indebtedness may inhibit our ability to incur

additional debt equity and require significant payments from the proceeds of any debt or equity sale without consent of the lender.

addition, we have additional covenants and obligations under the secured indebtedness which may limit our ability to operate our business.

Our ability to repay the indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of

debt service and principal thereby reducing funds available to implement our business strategy.

Our level of indebtedness could also

provide limits in our ability to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions

in the businesses in which we operate, and impair our ability to obtain additional financing for our business strategy.

If we are unable

to meet our obligations under the secured indebtedness, the lender may call a default and our business could be foreclosed upon or otherwise

January 26, 2022 and June 10, 2022, the Company and certain of its subsidiaries entered into seven amendments to the Amended

and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane

The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative

Agent and Collateral Agent dated June 5, 2020, as amended (the “Credit Agreement”).

The Credit Agreement was amended to provide

for an additional loan amount of $2.7 million, in the aggregate.

This term loan matures on June 30, 2023.

In addition, and as

part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $468 thousand which will be added and capitalized

to the principal amount of the original loan and the original loan terms apply.

RELATED TO THE OWNERSHIP OF OUR SECURITIES

Company’s economic performance has raised substantial doubts about our ability to continue as a going concern.

consolidated financial statements have been prepared assuming we will continue as a going concern.

We have experienced substantial and

recurring losses from operations, which losses have caused an accumulated deficit of $93,932,080 at December 31, 2020.

recurring losses from operations, which losses have caused an accumulated deficit of $106.1 million at December 31, 2021.

These factors,

6 unchanged sentences

our financial results could be adversely affected.

management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”).

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements in accordance with United States generally accepted accounting principles (“GAAP”).

A material weakness is a deficiency,

4 unchanged sentences

These material weaknesses have resulted

in our failure to timely file certain periodic reports as required by SEC rules and regulations.

in our failure to timely file certain periodic reports as required by SEC rules and regulations, and resulted in the restatement of our

financial statements as of and for the year ended December 31, 2019 and for each of the quarterly periods ended September 30, 2019, March

31, 2020, June 30, 2020 and September 30, 2020.

failure to remediate the material weaknesses or the identification of additional material weaknesses in the future could adversely affect

16 unchanged sentences

amount of working capital we have available could be adversely impacted by the amount of cash dividends we pay affiliates.

February 22, 2021, we had three series of preferred stock outstanding that pay cash dividends and are owned by Mr.

Kip Speyer, our

Chairman of the Board, and Mr.

Richard Rogers, a former member of our board of directors.

During 2020, we paid cash dividends of $63,316

to these affiliates.

May 2, 2022, we had one series (“E’) of preferred stock outstanding that pay cash dividends and are owned by Mr.

Rogers, a former member of our board of directors.

During 2021, we paid cash dividends of $5,000 to this affiliate.

During 2020, we paid

cash dividends of $63,316 to these affiliates.

These dividend amounts are in addition to the $8,136 interest payments made to Mr.

Speyer under the terms of convertible

promissory notes which were exchanged for one of the series of outstanding preferred stock in November 2019.

During 2019, we paid cash

dividends of $185,931 to these affiliates.

These dividend amounts are in addition to the $8,862 of interest payments we made to Mr.

under the terms of convertible promissory notes which were exchanged for one of the series of outstanding preferred stock in November

3 unchanged sentences

financial statements.

have outstanding preferred stock, convertible notes, options and warrants to purchase approximately 39% of our outstanding common

have outstanding preferred stock, convertible notes, options and warrants to purchase approximately 39% of our outstanding common stock.

December 31, 2021, we had 149,810,383 shares of our common stock and 125,000 preferred stock outstanding.

Options, preferred

stock and warrants to purchase an aggregate of 45,267,560 shares of common stock are outstanding.

At December 31, 2019 we had 100,782,956

shares of our common stock and 8,044,017 preferred stock outstanding.

Options, preferred stock and warrants to purchase an aggregate

of 35,513,862 shares of common stock are outstanding.

The conversion or possible exercise of the warrants and/or options, will increase

the total outstanding shares by approximately 39% at December 31, 2020 and 35% at December 31, 2019, which will have a dilutive

effect on our existing shareholders.

Options, preferred stock and

warrants to purchase an aggregate of 37,363,543 shares of common stock are outstanding.

At December 31, 2020 we had 117,336,975 shares

of our common stock and 8,044,017 preferred stock outstanding.

Options, preferred stock and warrants to purchase an aggregate of 45,267,560

shares of common stock are outstanding.

The conversion or possible exercise of the warrants and/or options, will increase the total outstanding

shares by approximately 25% at December 31, 2021 and 39% at December 31, 2020, which will have a dilutive effect on our existing stockholders.

OF OUR OUTSTANDING WARRANTS CONTAIN CASHLESS EXERCISE PROVISIONS WHICH MEANS WE WILL NOT RECEIVE ANY CASH PROCEEDS UPON THEIR EXERCISE.

12 unchanged sentences

PROVISIONS OF OUR CHARTER DOCUMENTS AND FLORIDA LAW MAY HAVE ANTI-TAKEOVER EFFECTS THAT COULD DISCOURAGE AN ACQUISITION OF US BY OTHERS,

EVEN IF AN ACQUISITION WOULD BE BENEFICIAL TO OUR SHAREHOLDERS AND MAY PREVENT ATTEMPTS BY OUR SHAREHOLDERS TO REPLACE OR REMOVE OUR

EVEN IF AN ACQUISITION WOULD BE BENEFICIAL TO OUR STOCKHOLDERS AND MAY PREVENT ATTEMPTS BY OUR STOCKHOLDERS TO REPLACE OR REMOVE OUR

CURRENT MANAGEMENT.

in our amended and restated articles of incorporation and amended and restated bylaws, as well as provisions of Florida law, could make

it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders,

it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders,

or remove our current management.

These include provisions that:

our board of directors to issue up to 20,000,000 shares of preferred stock, with any rights,

preferences and privileges as they may designate;

that all vacancies on our board of directors, including as a result of newly created directorships,

may, except as otherwise required by law, be filled by the affirmative vote of a majority

of directors then in office, even if less than a quorum;

that shareholders seeking to present proposals before a meeting of shareholders or to nominate

candidates for election as directors at a meeting of shareholders must provide advance notice

in writing, and also satisfy requirements as to the form and content of a shareholder’s

provide for cumulative voting rights, thereby allowing the holders of a majority of the shares

of common stock entitled to vote in any election of directors to elect all of the directors

standing for election;

that special meetings of our shareholders may be called only by the board of directors or

by the holders of at least 40% of our securities entitled to notice of and to vote at such

provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult

for shareholders to replace members of our board of directors, who are responsible for appointing the members of our management.

our board of directors to issue up to 20,000,000 shares of preferred stock, with any rights, preferences and privileges as they may

that all vacancies on our board of directors, including as a result of newly created directorships, may, except as otherwise required

by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors

at a meeting of stockholders must provide advance notice in writing, and also satisfy requirements as to the form and content of

a stockholder’s notice;

provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in

any election of directors to elect all of the directors standing for election;

that special meetings of our stockholders may be called only by the board of directors or by the holders of at least 40% of our securities

entitled to notice of and to vote at such meetings.

provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult

for stockholders to replace members of our board of directors, who are responsible for appointing the members of our management.

607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent someone from acquiring us

or merging with us whether or not it is desired by or beneficial to our shareholders.

or merging with us whether or not it is desired by or beneficial to our stockholders.

As permitted under Florida law, we have elected

1 unchanged sentence

Any provision of our amended and restated articles of incorporation, amended and restated bylaws

or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive

or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive

a premium for their shares of common stock or warrants, and could also affect the price that some investors are willing to pay for our

4 unchanged sentences

Kip Speyer, our Chairman of the Board, together with members

of our board of directors and a principal shareholder, beneficially owns approximately 26.4% of our total outstanding shares of

common and preferred stock.

of our board of directors and a principal stockholder, beneficially owns approximately 20.8% of our total outstanding shares of common

and preferred stock.

As a result of the concentrated ownership of the stock, Mr.

Speyer and our board of directors may be able

to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant

corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a change in control

of our company.

It could also deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our

company and it may affect the market price of our common stock.

Speyer and our board of directors may be able to control

all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate

transactions.

This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company.

It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it

may affect the market price of our common stock.

DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE FUTURE AND, AS SUCH, CAPITAL APPRECIATION, IF ANY,

8 unchanged sentences

to our Amended and Restated Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue

is 344,000,000 shares, of which 324,000,000 shares are common stock, and 20,000,000 shares are “blank check”

preferred stock

is 344,000,000 shares, of which 324,000,000 shares are common stock, and 20,000,000 shares are “blank check” preferred stock

with such designations, rights and preferences as may be determined from time to time by our board of directors.

2 unchanged sentences

or other rights which could dilute the interest of, or impair the voting power of, our common stockholders.

As of the date of this prospectus,

we have 8,044,017 preferred stock outstanding.

are an “emerging growth company”

as that term is used in the JOBS Act, and we intend to continue to take advantage

of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being

less attractive to investors and adversely affect the market price of our common stock or make it more difficult to raise capital as

and when we need it.

are an “emerging growth company”

as that term is used in the JOBS Act, and we intend to continue to take advantage of certain

As of the filing of this

10-K, we have 125,000 preferred stock outstanding.

are an “emerging growth company” as that term is used in the JOBS Act, and we intend to continue to take advantage of reduced

disclosure and governance requirements applicable to emerging growth companies, which could result in our common stock being less attractive

to investors and adversely affect the market price of our common stock or make it more difficult to raise capital as and when we need

are an “emerging growth company” as that term is used in the JOBS Act, and we intend to continue to take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not to emerging growth companies

3 unchanged sentences

not previously approved, and exemptions from any rules that the Public Company Accounting Oversight Board may adopt requiring mandatory

audit firm rotation or a supplement to the auditor’s report on the financial statements.

For as long as we qualify as an “emerging

growth company,”

we may elect not to provide you with certain information, including certain financial information and certain

audit firm rotation or a supplement to the auditor’s report on the financial statements.

For as long as we qualify as an “emerging

growth company,” we may elect not to provide you with certain information, including certain financial information and certain

information regarding compensation of our executive officers, that we would have otherwise been required to provide in filings we make

6 unchanged sentences

circumstances could be for up to five years.

See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive

See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive

to investors and it may be difficult for us to raise additional capital as and when we need it.

5 unchanged sentences

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-K

Item 1A. Risk Factors