Bright Mountain Media, Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

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our dependence upon sales of equity securities and borrowings under our credit facility to fund operating capital;

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our ability to refinance, extend or repay our substantial indebtedness owed to Centre Lane;

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our ability to detect advertising fraud;

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the continued appeal of internet advertising;

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our ability to manage and expand our relationships with publishers;

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our dependence on revenues from a limited number of customers;

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the impact of seasonal fluctuations on our revenues;

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our ability to revise and improve the business plan of our legacy businesses to meet the needs of a broader range of customers;

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acquisitions of new businesses and our ability to integrate those businesses into our operations;

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online security breaches;

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failure to effectively promote our brand and attract advertisers;

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our ability to predict the impact of future pandemics or outbreaks of disease;

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our ability to protect our content;

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our ability to protect our intellectual property rights;

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the success of our technology development efforts;

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our ability to obtain or maintain key website addresses;

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the rejection of digital advertising by consumers, through opt-in, opt-out or ad-blocking technologies or other means;

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restrictions on the use of third-party cookies, mobile device identifiers or other tracking technologies;

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our dependence on certain third-party service providers;

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liability related to content which appears on our websites;

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cybersecurity risk associated with cyber attack or data breach;

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dependence on executive officers and certain key employees and consultants;

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our ability to hire qualified personnel;

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regulatory risks and compliance with privacy laws;

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risks associated with potential litigation;

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limitations from our secured indebtedness;

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substantial doubts about our ability to continue as a going concern;

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ongoing material weaknesses in our disclosure controls and internal control over financial reporting;

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the limited public market for our common stock;

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additional competition resulting from our business expansion strategy;

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possible problems with our network infrastructure;

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adverse impacts to our working capital as a result of the amount of cash dividends and outstanding interest we owe and/or pay affiliates;

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dilution to existing shareholders upon the exercise of outstanding options and warrants;

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provisions of our charter and Florida law which may have anti-takeover effects;

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concentration of our stock ownership and control; and

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our ability to issue additional shares of preferred stock in the future.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report, our Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the U.S. Securities and Exchange Commission in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Bright Mountain,” the “Company,” “we,” “us," “our” and similar terms refer to Bright Mountain Media, Inc., a Florida corporation, and its subsidiaries. In addition, when used in this report, “second quarter of 2025” refers to the three and six months ended June 30, 2025, “second quarter of 2024” refers to the three and six months ended June 30, 2024, and “2024” refers to the year ended December 31, 2024. The information on, or that can be accessed through, our website at www.brightmountainmedia.com is not incorporated by reference in, or considered part of, this Quarterly Report on Form 10-Q.