false0001568385NONE00015683852025-11-072025-11-07

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 07, 2025

 

 

Bright Mountain Media, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida

000-54887

27-2977890

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6400 Congress Avenue

Suite 2050

 

Boca Raton, Florida

 

33487

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 561 998-2440

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

None

 

N/A

 

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On November 7, 2025, Bright Mountain Media, Inc. (the "Company") issued a press release announcing its financial results for its third quarter and nine months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

 

The Company makes reference to certain non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, and the reasons why the Company believes these non-GAAP financial measures are useful, are contained in the attached press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release Issued November 7, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


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 hereunto duly authorized.

November 7, 2025

 

Bright Mountain Media, Inc.

(Registrant)

 

By:

 

/s/ Matthew Drinkwater

 

 

Matthew Drinkwater,

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

By:

 

/s/ Ethan Rudin

 

 

Ethan Rudin,

 

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 


EXHIBIT 99.1

img100435681_0.jpg

 

Bright Mountain Media, Inc. Announces Third Quarter 2025 Financial Results

 

 

Year to date revenue increased by $3.9 million to $43.5 million compared to $39.6 million for the same period of 2024.

 

 

Boca Raton, FL, November 7, 2025 — Bright Mountain Media, Inc. (OTCQB: BMTM) (“Bright Mountain” or the “Company”), a global holding company with current investments in digital publishing, advertising technology, consumer insights, creative services, and media services, today announced its financial results for the third quarter and nine months ended September 30, 2025.

 

Matt Drinkwater, CEO of Bright Mountain Media, provided insights into the company’s performance in the third quarter. He announced, "Year-to-date revenue has reached $43.5 million, which is an increase of $3.9 million compared to the same period in 2024. While our Q3 revenue was $13.9 million - slightly down from $14.2 million in Q3 2024 - this modest decline is a reflection of broader market challenges, including inflationary pressures and more conservative spending by advertisers. Despite these conditions, we are encouraged by our financial trajectory and the resilience of our core business."

Drinkwater also emphasized the ongoing momentum of Bright Mountain’s advertising technology division, which remains a key driver of growth. By leveraging its proprietary platform, this division connects premium advertisers with high-quality Connected TV inventory. This strategy has allowed the company to establish partnerships with an expanding network of reputable publishers and streaming platforms, resulting in increased ad volume, stronger pricing, and consistent revenue growth.

1


 

Financial Results for the Three Months Ended September 30, 2025

 

 

Revenue was $13.9 million, a slight decrease of $211,000, or 1%, compared to $14.2 million for the same period of 2024. Advertising technology revenue was approximately $5.1 million, digital publishing revenue was approximately $280,000, consumer insights revenue was approximately $6.4 million, creative services revenue was approximately $1.5 million, and media services revenue was approximately $728,000, during the third quarter of 2025.

 

Cost of revenue was $9.7 million, a slight decrease of $78,000, or 1%, compared to $9.8 million for the same period in 2024. Cost of revenue is inclusive of direct salary and labor costs of approximately $1.5 million for employees that work directly on customer projects; direct project costs of approximately $2.4 million for payments made to third-parties that are directly attributable to the completion of projects to allow for revenue recognition; non-direct project costs of approximately $1.5 million; publisher costs of approximately $3.7 million, and sales commissions of approximately $239,000.

 

General and administrative expense was $4.1 million, a decrease of $315,000, or 7%, compared to $4.4 million in the same period of 2024.

 

Gross margin was $4.3 million, a decrease of 3%, compared to $4.4 million in the same period of 2024.

 

Net loss was $2.8 million, an improvement of 13%, compared to a $3.3 million net loss in the same period of 2024.

 

Adjusted EBITDA was $1.3 million, an improvement of 66%, compared to Adjusted EBITDA of $804,000 in the same period of 2024. See the below section on Non-GAAP Financial Measure for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

2


 

 

Financial Results for the Nine Months Ended September 30, 2025

 

Revenue was $43.5 million, an increase of $3.9 million, or 10%, compared to $39.6 million for the same period of 2024. The increase in revenue was primarily from our advertising technology division, and was driven by our ability to leverage our resources to attract top advertisers, which in turn allowed us to onboard premium publishers. This led to an increase in volume, as well as rates and overall revenue. The increase was partially offset by a decline in revenue from our creative services division, which was primarily due to a decrease in the number of projects for small tier revenue customers.

 

Advertising technology revenue was approximately $14.4 million, digital publishing revenue was approximately $1.2 million, consumer insights revenue was approximately $20.7 million, creative services revenue was approximately $4.7 million, and media services revenue was approximately $2.4 million, during the first nine months of 2025.

 

Cost of revenue was $32.0 million, an increase of $3.3 million, or 12%, compared to $28.7 million for the same period in 2024.

 

Cost of revenue is inclusive of direct salary and labor costs of approximately $5.2 million for employees that work directly on customer projects; direct project costs of approximately $10.9 million for payments made to third-parties that are directly attributable to the completion of projects to allow for revenue recognition; non-direct project costs of approximately $3.7 million; publisher costs of approximately $10.5 million, and sales commissions of approximately $814,000.

 

General and administrative expense was $12.6 million, a decrease of 16%, compared to $15.0 million in the same period of 2024.

 

Gross margin was $11.6 million, an increase of 6%, compared to $10.9 million in the same period of 2024.

 

Net loss was $10.1 million, an improvement of 23%, compared to a $13.2 million net loss in the same period of 2024.

 

Adjusted EBITDA was $1.9 million an improvement of 251%, compared to Adjusted EBITDA loss of $1.3 million in the same period of 2024. See the below section on Non-GAAP Financial Measure for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

3


 

About Bright Mountain Media

 

Bright Mountain Media, Inc. (OTCQB: BMTM) unites a diverse portfolio of companies to deliver a full spectrum of advertising, marketing, technology, and media services under one roof—fused together by data-driven insights. Bright Mountain Media’s subsidiaries include Deep Focus Agency, LLC, MediaHouse, Inc., BV Insights, LLC, CL Media Holdings, LLC, and Bright Mountain, LLC d/b/a BrightStream. For more Information, please visit www.brightmountainmedia.com.

 

Forward-Looking Statements for Bright Mountain Media, Inc.

 

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes,” and similar words. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of our ability to successfully integrate acquisitions, and the realization of any expected benefits from such acquisitions. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in Bright Mountain’s Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the SEC. Bright Mountain does not undertake any duty to update any forward-looking statements except as may be required by law.

 

Contact / Investor Relations:

Douglas Baker

Email:corp@otcprgroup.com

Tel: (561) 807-6350

https://otcprgroup.com

4


 

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2025

 

 

September 30, 2024

 

 

September 30, 2025

 

 

September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

13,940

 

 

$

14,151

 

 

$

43,538

 

 

$

39,602

 

Cost of revenue

 

 

9,686

 

 

 

9,764

 

 

 

31,975

 

 

 

28,656

 

Gross margin

 

 

4,254

 

 

 

4,387

 

 

 

11,563

 

 

 

10,946

 

General and administrative expenses

 

 

4,099

 

 

 

4,414

 

 

 

12,644

 

 

 

14,966

 

Income (loss) from operations

 

 

155

 

 

 

(27

)

 

 

(1,081

)

 

 

(4,020

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing and other expense:

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

52

 

 

 

31

 

 

 

143

 

 

 

428

 

Interest expense - Centre Lane Senior Secured Credit Facility - related party

 

 

(3,034

)

 

 

(3,250

)

 

 

(9,189

)

 

 

(9,602

)

Interest expense - 10% convertible promissory notes - related party

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4

)

Other interest expense

 

 

(6

)

 

 

(10

)

 

 

(18

)

 

 

(32

)

Total financing and other expense, net

 

 

(2,988

)

 

 

(3,229

)

 

 

(9,064

)

 

 

(9,210

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income tax

 

 

(2,833

)

 

 

(3,256

)

 

 

(10,145

)

 

 

(13,230

)

Income tax provision

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$

(2,833

)

 

$

(3,256

)

 

$

(10,145

)

 

$

(13,230

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

(43

)

 

 

(8

)

 

 

(200

)

 

 

64

 

Comprehensive loss

 

$

(2,876

)

 

$

(3,264

)

 

$

(10,345

)

 

$

(13,166

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.02

)

 

$

(0.02

)

 

$

(0.06

)

 

$

(0.08

)

Diluted

 

$

(0.02

)

 

$

(0.02

)

 

$

(0.06

)

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

175,864,104

 

 

 

171,104,346

 

 

 

175,943,376

 

 

 

171,138,296

 

Diluted

 

 

175,864,104

 

 

 

171,104,346

 

 

 

175,943,376

 

 

 

171,138,296

 

 

5


 

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

 

September 30, 2025

 

 

December 31, 2024 *

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

553

 

 

$

2,546

 

Restricted cash

 

 

1,861

 

 

 

1,861

 

Accounts receivable, net

 

 

14,224

 

 

 

15,033

 

Prepaid expenses and other current assets

 

 

790

 

 

 

859

 

Total current assets

 

 

17,428

 

 

 

20,299

 

Property and equipment, net

 

 

61

 

 

 

69

 

Intangible assets, net

 

 

11,989

 

 

 

13,406

 

Goodwill

 

 

7,785

 

 

 

7,785

 

Operating lease right-of-use assets, net

 

 

195

 

 

 

253

 

Other long-term assets

 

 

159

 

 

 

158

 

Total assets

 

$

37,617

 

 

$

41,970

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

21,215

 

 

$

22,667

 

Other current liabilities

 

 

3,081

 

 

 

4,401

 

Interest payable - Centre Lane Senior Secured Credit Facility - related party

 

 

-

 

 

 

21

 

Deferred revenue

 

 

5,296

 

 

 

2,883

 

Note payable - Centre Lane Senior Secured Credit Facility - related party (current)

 

 

5,120

 

 

 

3,808

 

Total current liabilities

 

 

34,712

 

 

 

33,780

 

Other long-term liabilities

 

 

52

 

 

 

169

 

Note payable - Centre Lane Senior Secured Credit Facility - related party (long-term)

 

 

76,117

 

 

 

71,043

 

Finance lease liabilities

 

 

-

 

 

 

20

 

Operating lease liabilities

 

 

103

 

 

 

185

 

Total liabilities

 

 

110,984

 

 

 

105,197

 

 

 

 

 

 

 

 

Stockholders' deficit:

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

Common stock, par value $0.01, 324,000,000 shares authorized, 180,347,712 and 177,464,827 issued, and 178,440,337 and 176,114,652 outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

1,803

 

 

 

1,775

 

Treasury stock at cost, 1,907,375 and 1,350,175 shares at September 30, 2025 and December 31, 2024, respectively

 

 

(220

)

 

 

(220

)

Additional paid-in capital

 

 

101,975

 

 

 

101,798

 

Accumulated deficit

 

 

(177,002

)

 

 

(166,857

)

Accumulated other comprehensive income

 

 

77

 

 

 

277

 

Total stockholders' deficit

 

 

(73,367

)

 

 

(63,227

)

Total liabilities and stockholders' deficit

 

$

37,617

 

 

$

41,970

 

 

* Derived from audited consolidated financial statements.

6


 

BRIGHT MOUNTAIN MEDIA, INC.

RECONCILIATION OF NET LOSS TO NON-GAAP EBITDA AND ADJUSTED EBITDA

(in thousands)

 

Non-GAAP Financial Measure

 

Non-GAAP results are presented only as a supplement to the financial statements and for use within management's discussion and analysis based on U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial information is provided to enhance the reader's understanding of the Company's financial performance, but non-GAAP measures should not be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP.

 

All of the items included in the reconciliation from net loss before taxes to EBITDA and from EBITDA to Adjusted EBITDA are either (i) non-cash items (e.g., depreciation, amortization of purchased intangibles, stock-based compensation, etc.) or (ii) items that management does not consider to be useful in assessing the Company's ongoing operating performance (e.g., M&A costs, income taxes, gain on sale of investments, loss on disposal of assets, non-recurring costs, etc.). In the case of the non-cash items, management believes that investors can better assess the Company's operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect the Company's ability to generate free cash flow or invest in its business.

 

We use, and we believe investors benefit from the presentation of, EBITDA and Adjusted EBITDA in evaluating our operating performance because it provides us and our investors with an additional tool to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our core operations. We believe that EBITDA is useful to investors and other external users of our financial statements in evaluating our operating performance because EBITDA is widely used by investors to measure a company's operating performance without regard to items such as interest expense, taxes, and depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.

 

Because not all companies use identical calculations, the Company's presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating the Company's performance against its peer companies because management believes the measures provide users with valuable insight into key components of GAAP financial disclosures.

 

A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before tax

 

$

(2,833

)

 

$

(3,256

)

 

$

(10,145

)

 

$

(13,230

)

Depreciation expense

 

 

11

 

 

 

36

 

 

 

39

 

 

 

111

 

Amortization of intangibles

 

 

446

 

 

 

480

 

 

 

1,416

 

 

 

1,442

 

Amortization of debt discount

 

 

489

 

 

 

691

 

 

 

1,678

 

 

 

2,243

 

Other interest expense

 

 

6

 

 

 

10

 

 

 

18

 

 

 

32

 

Interest expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes

 

 

2,545

 

 

 

2,559

 

 

 

7,511

 

 

 

7,364

 

EBITDA (loss)

 

 

664

 

 

 

520

 

 

 

517

 

 

 

(2,038

)

Stock compensation expense

 

 

27

 

 

 

57

 

 

 

98

 

 

 

191

 

Non-recurring professional fees

 

 

111

 

 

 

167

 

 

 

372

 

 

 

167

 

Non-recurring legal fees

 

 

516

 

 

 

60

 

 

 

873

 

 

 

313

 

Non-recurring severance expense

 

 

13

 

 

 

-

 

 

 

70

 

 

 

93

 

Adjusted EBITDA (loss)

 

$

1,331

 

 

$

804

 

 

$

1,930

 

 

$

(1,274

)

 

7