What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-12 · 214 added, 170 removed, 657 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share and per share figures)

March 31, 2025

June 30, 2025

December 31, 2024 *

23 unchanged sentences

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

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at June 30, 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 June 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 1,550,175 and 1,350,175 shares at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Cost of revenue

2 unchanged sentences

Financing and other expense:

Interest expense - 10 % convertible promissory notes - related party

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

Interest expense - 10 % convertible promissory notes - related party

Other interest expense

15 unchanged sentences

Balance at December 31, 2024 *

Common stock issued for services rendered

Common stock issued for options exercised

Treasury stock

2 unchanged sentences

Balance at March 31, 2025

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at June 30, 2025

Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders'

Balance at December 31, 2023 *

Common stock issued for options exercised

Common stock issued for services rendered

Treasury stock

2 unchanged sentences

Balance at March 31, 2024

Common stock issued for services rendered

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at June 30, 2024

*Derived from audited consolidated financial statements.

4 unchanged sentences

(in thousands)

For the Three Months Ended

March 31, 2025

March 31, 2024

For the Six Months Ended

June 30, 2025

June 30, 2024

Cash flows from operating activities:

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

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

Depreciation expense

15 unchanged sentences

Deferred revenue

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchase of property and equipment

Capitalization of website development costs

Net cash used in investing activities

2 unchanged sentences

Principal payments on finance lease liabilities

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

Net cash used in financing activities

Effect of foreign exchange rates on cash

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

Net decrease in cash, cash equivalents, and restricted cash

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

5 unchanged sentences

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:

Recognition of right-of-use assets and operating lease liabilities

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLID ATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

31 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

The Company generates revenue through:

8 unchanged sentences

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

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.

The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 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.

5 unchanged sentences

Going Concern and Liquidity

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.

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 174.2 million as of June 30, 2025.

Cash flows provided by (used in) operating activities were $ 1.2 million and $( 385,000 ) for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had approximately a $ 17.3 million working capital deficit, inclusive of $ 1.7 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.

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 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 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.

As of June 30, 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 $ 1.4 million as of June 30, 2025, and $ 2.3 million as of December 31, 2024.

As of June 30, 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 March 31, 2025, and December 31, 2024, the Company had $ 2.2 million and $ 2.5 million , respectively, in cash and cash equivalents.

At June 30, 2025, and December 31, 2024, the Company had $ 1.7 million and $ 2.5 million , respectively, in cash and cash equivalents.

Restricted Cash

1 unchanged sentence

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.

At June 30, 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 March 31, 2025 and December 31, 2024 .

There were no off-balance sheet arrangements as of June 30, 2025 and December 31, 2024 .

Use of Estimates

3 unchanged sentences

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, 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 Centre 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.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Concentrations of Credit Risk

9 unchanged sentences

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Revenue Concentration

2 unchanged sentences

Total percentage of revenue

March 31, 2025

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

June 30, 2025

December 31, 2024

10 unchanged sentences

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

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

This standard did no t have an impact on our consolidated financial statements for the period ended June 30, 2025.

For 2024 annual reporting, we adopted ASU No.

2 unchanged sentences

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.

The adoption of ASU 2023-07 did no t have a significant impact on our consolidated financial statements for the period ended June 30, 2025.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

In December 2023, the FASB issued ASU No.

2 unchanged sentences

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.

The adoption of ASU 2023-09 did no t have a significant impact on our consolidated financial statements for the period ended June 30, 2025.

Accounting Pronouncements Not Yet Adopted

8 unchanged sentences

Accounts receivable, net, consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

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

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

Expected credit losses (recoveries) were approximately $ 68,000 and $ 23,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 79,000 and $( 14,000 ) for the six months ended June 30, 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:

March 31, 2025

June 30, 2025

December 31, 2024

7 unchanged sentences

Prepaid expenses and other current assets

(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.

(1) - Includes approximat ely $ 94,000 and $ 291,000 which is being paid over a period of time and is included in accounts payable at June 30, 2025 and December 31, 2024 , respectively.

(2) - Includes approximately $ 624,000 and $ 121,000 which is being pa id over a period of time and is included in accounts payable at June 30, 2025 and December 31, 2024 , respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

(in thousands)

Furniture and fixtures

Computer equipment

2 unchanged sentences

Property and equipment, net

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

Depreciation and amortization expense for the three months ended June 30, 2025 and 2024, was $ 15,000 and $ 35,000, res pectively, and $ 28,000 and $ 75,000 for the six months ended June 30, 2025 and 2024 , respectively.

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

1 unchanged sentence

Website acquisitions, net, consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

Other intangible assets, net, consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Other intangible assets, net

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

Intangible assets, net

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

Amortization expense for the three months ended June 30, 2025 and 2024 was approximately $ 485,000 and $ 481,000 respectively, and $ 970,000 and $ 962,000 for the six months ended June 30, 2025 and 2024, respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

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

June 30, 2025

As of June 30, 2025, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

Remainder of 2025

1 unchanged sentence

NOTE 7 – GOODWILL

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

The following table represents the allocation of goodwill as of June 30, 2025, and December 31, 2024:

Owned & Operated

1 unchanged sentence

December 31, 2024

March 31, 2025

June 30, 2025

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

7 unchanged sentences

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 .

There was no triggering event or impairment for the six months ended June 30, 2025 .

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

Total accounts payable and accrued expenses

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

(1) - Accounts payable includes $ 5.4 million and $ 5.2 million at June 30, 2025 and December 31, 2024 , respectively, for Slutzky & Winshman Ltd.

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

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

15 unchanged sentences

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.

As of June 30, 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.

6 unchanged sentences

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.

As of June 30, 2025, BV Agency, LLC, and Centre Lane Partners owned approximately 15.0 % and 8.6 % of the Company’s outstanding common stock, respectively.

Optional Prepayment

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 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 %;

At June 30, 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;

The overall PIK rate on these facilities was 7.00 % at June 30, 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

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

For the three and six months ended June 30, 2025, the Company paid approximately $ 2.0 million toward the principal loan balance.

For the three and six months ended June 30, 2024 , the Company paid approximately $ 879,000 toward the principal loan balance.

During the three and six months ended June 30, 2025, the Company paid approximately $ 532,000 toward outstanding interest payable.

During the three and six months ended June 30, 2024 , the Company paid approximately $ 139,000 toward outstanding interest payable.

The below table summarizes the loan balances at June 30, 2025, and December 31, 2024:

June 30, 2025

December 31, 2024

7 unchanged sentences

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

June 30, 2025

The below table summarizes the movement in the outstanding principal during the six months ended June 30, 2025 and the year ended December 31, 2024:

June 30, 2025

December 31, 2024

7 unchanged sentences

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.

The administrative fee charged during the three and six months ended June 30, 2025 and 2024 was $ 35,000 and $ 35,000 , respectively.

Amendments to Centre Lane Senior Secured Credit Facility

2 unchanged sentences

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.

As of June 30, 2025, there were 22 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.

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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):

June 30, 2025

The below table summarizes the amendments that were executed by the Company from the inception of the facility to June 30, 2025 (in thousands, except for share data):

Amendment No.

20 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 78.5 million and $ 74.9 million , respectively, net of unamortized debt discount of $ 2.8 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.

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:

During the three and six months ended June 30, 2025, the Company recorded amortization of debt discount of $ 556,000 and $ 1.2 million , respectively, on the Centre Lane Senior Secured Credit Facility.

Amortization of debt discount for the three and six months ended June 30, 2024, was $ 936,000 and $ 1.6 million , respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

Interest expense for the three and six months ended June 30, 2025 and 2024, consisted of the following:

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 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

10 unchanged sentences

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

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.

At June 30, 2025 and December 31, 2024, the operating lease right-of-use asset was $ 215,000 and $ 253,000 , respectively, and is included under assets on the consolidated balance sheets.

At June 30, 2025 and December 31, 2024, the operating lease right-of-use liability was $ 215,000 and $ 252,000, respectively, including the current portion of $ 87,000 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 $ 45,000 and $ 40,000 for the three months ended March 31, 2025 and 2024, respectively.

Operating lease expense was approximately $ 46,000 and $ 39,000 for the three months ended June 30, 2025 and 2024, respectively.

Operating lease expense was approximately $ 91,000 and $ 79,000 for the six months ended June 30, 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.

4 unchanged sentences

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

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 .

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

June 30, 2025

At June 30, 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 and $ 17,000 for the three months ended June 30, 2025 and 2024, respectively.

Operating lease sublease income was approximately $ 68,000 and $ 17,000 for the six months ended June 30, 2025 and 2024, respectively.

Finance Lease

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

At June 30, 2025 and December 31, 2024, finance lease asset was $ 31,000 and $ 42,000 , respectively, and is included under assets on the consolidated balance sheets.

At June 30, 2025 and December 31, 2024, finance lease liability was $ 31,000 and $ 42,000 , respectively, including the current portion of $ 24,000 and $ 22,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended June 30, 2025 was $ 7,300 , inclusive of interest of $ 1,900 and amortization of $ 5,400 , and $ 14,500 for the six months ended June 30, 2025, inclusive of interest of $ 4,000 and amortization of $ 10,500 .

Finance lease expense for the three months ended June 30, 2024 was $ 7,000 , inclusive of interest of $ 3,000 and amortization of $ 4,000 , and $ 14,500 for the six months ended June 30, 2024 , inclusive of interest of $ 6,000 and amortization of $ 8,500 .

As of June 30, 2025 and December 31, 2024, the asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

June 30, 2025

December 31, 2024

16 unchanged sentences

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

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

NOTE 13 – REVENUE RECOGNITION

1 unchanged sentence

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

(in thousands)

5 unchanged sentences

Total revenue

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

Geographic Information

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 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.

Total United States revenue was approximately 100 % of total revenue for the three months ended June 30, 2025 and 2024 and the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 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 three months ended March 31, 2025 and the year ended December 31, 2024 comprised the following:

March 31, 2025

The movement in deferred revenue during the six months ended June 30, 2025 and the year ended December 31, 2024 comprised the following:

June 30, 2025

December 31, 2024

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The Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options.

The purpose of the Stock Option Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success.

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 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.

As of June 30, 2025 , 12,123,017 s hares were remaining under the Stock Option Plan for future issuance.

As of June 30, 2025, options to purchase 10,376,983 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 $ 37,000 and $ 65,000 for the three months ended March 31, 2025 and 2024, respectively.

Compensation expense recorded in connection with the Stock Option Plan was $ 34,000 and $ 70,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 71,000 and $ 135,000 for the six months ended June 30, 2025 and 2024, respectively.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

June 30, 2025

The following table presents the activity of the Company’s outstanding common stock options for the six months ended June 30, 2025:

Number of Options

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Balance outstanding at December 31, 2024

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.

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

Unvested at June 30, 2025

During the six months ended June 30, 2025, 400,000 options were issued.

No options were issued during the same period of 2024.

As of June 30, 2025, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 145,000 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

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the six months ended June 30, 2025 and 2024:

June 30, 2025

June 30, 2024

Expected life (years)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 15 – FAIR VALUE MEASUREMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 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.

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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.

There was no triggering event or impairment for the six months ended June 30, 2025.

Centre Lane Senior Secured Credit Facility

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.

The Company is required to perform an analysis of the change in each amendment to the Centre Lane Senior Secured Credit Facility 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.

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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.

On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit.

Ladenburg filed a response on July 9, 2025.

The Company has until August 29, 2025 to reply to the response.

Upon our response, the matter will be fully briefed for the appellate court.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Other Litigation

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The Company’s board of directors has designated six series of preferred stock, consisting of:

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

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

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

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

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

10% Series F Convertible Preferred Stock (“Series F Stock”).

10% Series A Convertible Preferred Stock;

10% Series B Convertible Preferred Stock;

10% Series C Convertible Preferred Stock;

10% Series D Convertible Preferred Stock;

10% Series E Convertible Preferred Stock;

10% Series F Convertible Preferred Stock.

The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

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

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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 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 .

There were no shares of preferred stock issued or outstanding at June 30, 2025, and December 31, 2024.

At June 30, 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.

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

As of June 30, 2025, 12,123,017 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

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

During the three and six months ended June 30, 2025, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

March 31, 2025

Six Months Ended

June 30, 2025

Common stock issued for options exercised

Shares of common stock issued, net

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

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

Three Months Ended

March 31, 2024

Six Months Ended

June 30, 2024

Common stock issued for options exercised

Common stock issued for services rendered

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Treasury Stock

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.

During the six months ended June 30, 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.

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 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

At June 30, 2025 and December 31, 2024, we had 4,431,200 and 10,573,700 c ommon stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $ 0.75 and $ 1.00 per share.

Of the 4,431,200 common stock warrants outstanding at June 30, 2025, 4,256,200 will expire in 2025, and 175,000 will expire in 2030.

Approximately 1,025,000 common stock warrants expired during the three and six months ended June 30, 2025, and 1,579,000 common stock warrants expired during the three and six months ended June 30, 2024.

A summary of the Company’s warrants outstanding as of June 30, 2025 and December 31, 2024, is presented below.

June 30, 2025

Exercise Price

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NOTE 18 – LOSS PER SHARE

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.

As of June 30, 2025 and 2024, there were 177,515,227 and 172,445,836 shares of common stock issued, respectively, and 175,965,052 and 171,095,661 shares of common stock outstanding, respectively.

Outstanding shares as of June 30, 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.

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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.

June 30, 2025

The following tables reconcile actual basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024.

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

(in thousands, except per share data)

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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 months ended March 31, 2025 and 2024 were as follows:

March 31, 2025

March 31, 2024

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and six months ended June 30, 2025 and 2024 were as follows:

June 30, 2025

June 30, 2024

Shares unvested and subject to exercise of stock options

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

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.

Through June 30, 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 $ 81.3 million and $ 78.8 million as of June 30, 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 March 31, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $ 691,000 .

At June 30, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

NOTE 20 – INCOME TAXES

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 .

The Company recorded a tax provision of $ 0 for the three and six months ended June 30, 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 June 30, 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 and six months ended June 30, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law.

The OBBBA introduces changes to U.S.

tax policy, trade regulations, and federal spending priorities, including provisions such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act.

We do not anticipate the OBBBA to have a significant impact to our consolidated financial statements, and will continue to evaluate the impact as more guidance becomes available.

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