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Midas Edge

Bright Mountain Media Inc

For the period ended Dec 31, 2024. Filed Mar 10, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 10, 2025

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The financial statements and notes are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K and are included in Part II, Item 8 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto listed in the Index to Consolidated Financial Statements, starting on page F-1 of this Annual Report on Form 10-K.

(a)(3) Exhibits

The following exhibits listed in the Exhibit Index below are filed as part of, and incorporated by reference into, this Annual Report on Form 10-K.

EXHIBIT INDEX

Incorporated by Reference · Filed orFurnished
No. · Exhibit Description · Form · Date Filed · Number · Herewith
2.1Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among Bright Mountain Media, Inc., Bright Mountain Israel Acquisition Ltd. (a to be formed entity), Slutzky & Winshman Ltd. and the shareholders of Slutzky & Winshman, Ltd.8-K8/1/192.1
2.2Merger Agreement and Plan of Merger dated November 8, 2019 by and among Bright Mountain Media, Inc. BMTMZ, and News Distribution Network, Inc.8-K11/21/192.1
3.1Amended and Restated Articles of Incorporation, filed March 11, 201310-K4/1/243.1
3.2Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 9, 20138-K7/9/133.3
3.3Articles of Amendment to the Amended and Restated Articles of Incorporation, filed November 21, 20138-K11/16/133.4
3.4Articles of Amendment to the Amended and Restated Articles of Incorporation, filed December 27, 20138-K12/30/133.4
3.5Articles of Amendment to the Amended and Restated Articles of Incorporation, filed February 25, 201410-K3/31/143.5
3.6Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 10, 20148-K7/28/143.6
3.7Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 24, 201410-K/A4/1/153.5
3.8Articles of Amendment to the Amended and Restated Articles of Incorporation, filed March 20, 201510-K4/1/243.8
3.9Articles of Amendment to the Amended and Restated Articles of Incorporation, filed October 27, 20158-K12/4/153.7
3.10Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 16, 201610-K4/1/243.10
3.11Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 6, 201710-K4/1/243.11
3.12Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 29, 201710-K4/1/243.12
3.13Articles of Amendment to the Amended and Restated Articles of Incorporation, filed November 5, 20188-K11/13/183.10
3.14Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 31, 201910-K4/1/243.14
3.15Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 3, 201910-K4/1/243.15
3.16Articles of Amendment to the Amended and Restated Articles of Incorporation, filed December 23, 201910-K4/1/243.16
3.17Amended and Restated Bylaws101/31/133.2
4.1Specimen common stock certificate10-K5/14/204.3
4.2Description of Securities10-K4/1/244.6
4.3Registration Rights Agreement by and between the Company and W. Kip Speyer, executed June 28, 202410-Q8/14/244.1
10.12013 Stock Option Plan10-Q11/13/1310.18
10.22015 Stock Option Plan8-K5/27/1510.36
10.32019 Stock Option Plan10-K12/23/2110.4
10.42022 Stock Option Plan8-K4/20/2210.3
10.5Lease Agreement dated August 27, 2014 for registrant's principal executive offices (contained in Exhibit 10.7)X
10.6Amendment to Lease Agreement dated August 8, 2018 for registrant’s principal executive offices10-Q11/20/1810.1
10.7Amendment to Lease Agreement dated June 14, 2022 for registrant's principal executive officesX
10.8Sublease Agreement dated May 31, 2024 for registrant's principal executive office, suite 2050X
10.9Sublease Agreement dated May 31, 2024 for registrant's principal executive office, suite 2200X
10.10Membership Interest Purchase Agreement dated June 5, 2020 between Centre Lane Partners Master Credit Fund II and Bright Mountain Media, Inc.8-K6/8/2010.1
10.11Credit Agreement dated as of June 5, 2020 by and among CL Media Holdings, LLC, as the Borrower, the Financial Institutions thereto and Centre Lane Partners Master Fund II, L.P. as Agent8-K6/8/2010
10.12First Amendment to an Amended and Restated Senior Credit Agreement dated April 26, 2021.8-K4/30/2110.1
10.13Second Amendment to an Amended and Restated Senior Credit Facility Agreement dated May 26, 2021.8-K6/2/2110.1
10.14Third Amendment to Amended and Restated Senior Credit Facility Agreement dated December 20, 20218-K8/18/2110.1
10.15Fourth Amendment to Amended and Restated Senior Secured Credit Agreement dated August 31, 20218-K9/7/2110.1
10.16Fifth Amendment to Amended and Restated Senior Secured Credit Agreement dated October 8, 20218-K10/8/2110.1
10.17Sixth Amendment to Amended and Restated Senior Secured Credit Agreement dated November 5, 20218-K11/5/2110.1
10.18Seventh Amendment to an Amended and Restated Senior Secured Credit Agreement dated December 23, 20218-K12/29/2110.1
10.19Eighth Amendment to an Amended and Restated Senior Secured Credit Agreement dated January 26, 20228-K1/20/2210.1
10.20Ninth Amendment to an Amended and Restated Senior Secured Credit Agreement dated February 11, 20228-K2/17/2210.1
10.21Annex A to the Credit Agreement dated February 11, 20228-K2/17/2210.2
10.22Tenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated March 11, 20228-K3/16/2210.1
10.23Annex A to the Credit Agreement dated March 11, 20228-K3/16/2210.2
10.24Eleventh Amendment to an Amended and Restated Senior Secured Credit Agreement dated March 25, 20228-K3/31/2210.1
10.25Annex A to the Credit Agreement dated March 25, 20228-K3/31/2210.2
10.26Twelfth Amendment to an Amended and Restated Senior Secured Credit Agreement dated April 15, 20228-K4/20/2210.1
10.27Annex A to the Credit Agreement dated April 15, 20228-K4/20/2210.2
10.28Thirteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated May 10, 20228-K5/16/2210.1
10.29Annex A to the Credit Agreement dated May 10, 20228-K5/16/2210.2
10.30Fourteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated June 10, 20228-K6/16/2210.1
10.31Annex A to the Credit Agreement dated June 10, 20228-K6/16/2210.2
10.32Fifteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated July 8, 20228-K7/13/2210.1
10.33Annex A to the Credit Agreement dated July 8, 20228-K7/13/2210.2
10.34Sixteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated February 10, 20238-K2/16/2310.1
10.35Annex A to the Credit Agreement dated February 10, 20238-K2/16/2310.2
10.36Seventeenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated April 20, 20238-K4/23/2310.1
10.37Eighteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated July 28, 202310-K4/1/2410.34
10.38Nineteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated July 28, 20238-K8/3/2310.1
10.39Annex A to the Credit Agreement, dated July 28, 20238-K8/3/2310.2
10.40Twentieth Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 30, 202410-Q8/14/2410.1
10.41Annex A to the Credit Agreement, dated June 30, 202410-Q8/14/2410.2
10.42Twenty-First Amendment to Amended and Restated Senior Secured Credit Agreement, dated December 26, 2024X
10.43Annex A to the Credit Agreement, dated December 26, 2024X
10.44Employment Agreement dated October 2, 2023 by and between the Company and Ethan Rudin10-K4/1/2410.37
10.45Employment Agreement dated December 1, 2024 by and between the Company and Matthew DrinkwaterX
10.46Separation Agreement by and between the Company and W. Kip Speyer, executed June 29, 202410-Q8/14/2410.3
10.47Separation Agreement by and between the Company and Harry Schulman, executed June 30, 202410-Q8/14/2410.4
14.1Code of EthicsX
19.1Insider Trading Policies and Procedures (contained in Exhibit 14.1)X
21.1List of subsidiaries10-K4/1/2421.1
23.1Consent of WithumSmith+Brown, PCX
31.1Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)X
31.2Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)X
32.1*Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 1350X
32.2*Certification of the Chief Financial Officer and Principal Financial and Accounting Officer pursuant to Section 1350X
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbase DocumentsX
104Cover Page Interactive Data File (embedded within the Inline XBRL document)X
  • This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRIGHT MOUNTAIN MEDIA, INC.
Date: March 10, 2025By:/s/ Matthew Drinkwater
Matthew Drinkwater
Interim Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: March 10, 2025By:/s/ Ethan Rudin
Ethan Rudin
Chief Financial Officer
(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 10, 2025By:/s/ Matthew Drinkwater
Matthew Drinkwater
Interim Chairman of the Board and Chief Executive Officer
Date: March 10, 2025By:/s/ Elaine Riddell
Elaine Riddell
Director
Date: March 10, 2025By:/s/ Joseph Pergola
Joseph Pergola
Director
Date: March 10, 2025By:/s/ Thomas Triscari
Thomas Triscari
Director
Date: March 10, 2025By:/s/ Jeff Hirsch
Jeff Hirsch
Director

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #100)F-2
Consolidated balance sheets at December 31, 2024 and 2023F-7
Consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023F-8
Consolidated statements of changes in stockholders’ deficit for the years ended December 31, 2024 and 2023F-9
Consolidated statements of cash flows for the years ended December 31, 2024 and 2023F-10
Notes to the consolidated financial statementsF-11
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.