Bright Mountain Media Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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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 |
| 2.1 | Share 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-K | 8/1/19 | 2.1 | |
| 2.2 | Merger Agreement and Plan of Merger dated November 8, 2019 by and among Bright Mountain Media, Inc. BMTMZ, and News Distribution Network, Inc. | 8-K | 11/21/19 | 2.1 | |
| 3.1 | Amended and Restated Articles of Incorporation, filed March 11, 2013 | X | |||
| 3.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 9, 2013 | 8-K | 7/9/13 | 3.3 | |
| 3.3 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed November 21, 2013 | 8-K | 11/16/13 | 3.4 | |
| 3.4 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed December 27, 2013 | 8-K | 12/30/13 | 3.4 | |
| 3.5 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed February 25, 2014 | 10-K | 3/31/14 | 3.5 | |
| 3.6 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 10, 2014 | 8-K | 7/28/14 | 3.6 | |
| 3.7 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 24, 2014 | 10-K/A | 4/1/15 | 3.5 | |
| 3.8 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed March 20, 2015 | X | |||
| 3.9 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed October 27, 2015 | 8-K | 12/4/15 | 3.7 | |
| 3.10 · Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 16, 2016 · X | |||||
|---|---|---|---|---|---|
| 3.11 · Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 6, 2017 · X | |||||
| 3.12 · Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 29, 2017 · X | |||||
| 3.13 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed November 5, 2018 | 8-K | 11/13/18 | 3.10 | |
| 3.14 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 31, 2019 | X | |||
| 3.15 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed September 3, 2019 | X | |||
| 3.16 | Articles of Amendment to the Amended and Restated Articles of Incorporation, filed December 23, 2019 | X | |||
| 3.17 | Amended and Restated Bylaws | 10 | 1/31/13 | 3.2 | |
| 4.1 | Form of unit warrant 2018 private placement | 10-K | 4/2/18 | 4.1 | |
| 4.2 | Form of placement agent warrant 2018 private placement | 10-K | 4/2/18 | 4.2 | |
| 4.3 | Specimen common stock certificate | 10-K | 5/14/20 | 4.3 | |
| 4.4 | Form of unit warrant 2019 private placement | 8-K | 1/14/19 | 4.1 | |
| 4.5 | Form of placement agent warrant 2019 private placement | 8-K | 1/14/19 | 4.2 | |
| 4.6 | Description of Securities | X | |||
| 10.1 | 2013 Stock Option Plan | 10-Q | 11/13/13 | 10.18 | |
| 10.2 | 2015 Stock Option Plan | 8-K | 5/27/15 | 10.36 | |
| 10.3 | 2019 Stock Option Plan | 10-K | 12/23/21 | 10.4 | |
| 10.4 | 2022 Stock Option Plan | 8-K | 4/20/22 | 10.3 | |
| 10.5 | Amendment to Lease Agreement dated August 8, 2018 for registrant’s principal executive offices | 10-Q | 11/20/18 | 10.1 | |
| 10.6 | Membership Interest Purchase Agreement dated June 5, 2020 between Centre Lane Partners Master Credit Fund II and Bright Mountain Media, Inc. | 8-K | 6/8/20 | 10.1 | |
| 10.7 | Credit 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 Agent | 8-K | 6/8/20 | 10 | |
| 10.8 | Form of Warrant for November 2019 Private Placement | 8-K | 2/4/20 | 10.2 | |
| 10.9 | First Amendment to an Amended and Restated Senior Credit Agreement dated April 26, 2021. | 8-K | 4/30/21 | 10.1 | |
| 10.10 | Second Amendment to an Amended and Restated Senior Credit Facility Agreement dated May 26, 2021. | 8-K | 6/2/21 | 10.1 | |
| 10.11 | Third Amendment to Amended and Restated Senior Credit Facility Agreement dated December 20, 2021 | 8-K | 8/18/21 | 10.1 | |
| 10.12 | Fourth Amendment to Amended and Restated Senior Secured Credit Agreement dated August 31, 2021 | 8-K | 9/7/21 | 10.1 | |
| 10.13 | Fifth Amendment to Amended and Restated Senior Secured Credit Agreement dated October 8, 2021 | 8-K | 10/8/21 | 10.1 | |
| 10.14 | Sixth Amendment to Amended and Restated Senior Secured Credit Agreement dated November 5, 2021 | 8-K | 11/5/21 | 10.1 | |
| 10.15 | Seventh Amendment to an Amended and Restated Senior Secured Credit Agreement dated December 23, 2021 | 8-K | 12/29/21 | 10.1 | |
| 10.16 | Eighth Amendment to an Amended and Restated Senior Secured Credit Agreement dated January 26, 2022 | 8-K | 1/20/22 | 10.1 | |
| 10.17 | Ninth Amendment to an Amended and Restated Senior Secured Credit Agreement dated February 11, 2022 | 8-K | 2/17/22 | 10.1 | |
| 10.18 | Annex A to the Credit Agreement dated February 11, 2022 | 8-K | 2/17/22 | 10.2 | |
| 10.19 | Tenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated March 11, 2022 | 8-K | 3/16/22 | 10.1 | |
| 10.20 | Annex A to the Credit Agreement dated March 11, 2022 | 8-K | 3/16/22 | 10.2 | |
| 10.21 | Eleventh Amendment to an Amended and Restated Senior Secured Credit Agreement dated March 25, 2022 | 8-K | 3/31/22 | 10.1 | |
| 10.22 | Annex A to the Credit Agreement dated March 25, 2022 | 8-K | 3/31/22 | 10.2 | |
| 10.23 | Twelfth Amendment to an Amended and Restated Senior Secured Credit Agreement dated April 15, 2022 | 8-K | 4/20/22 | 10.1 | |
| 10.24 | Annex A to the Credit Agreement dated April 15, 2022 | 8-K | 4/20/22 | 10.2 | |
| 10.25 | Thirteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated May 10, 2022 | 8-K | 5/16/22 | 10.1 | |
| 10.26 | Annex A to the Credit Agreement dated May 10, 2022 | 8-K | 5/16/22 | 10.2 | |
| 10.27 | Fourteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated June 10, 2022 | 8-K | 6/16/22 | 10.1 | |
| 10.28 | Annex A to the Credit Agreement dated June 10, 2022 | 8-K | 6/16/22 | 10.2 | |
| 10.29 | Fifteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated July 8, 2022 | 8-K | 7/13/22 | 10.1 | |
| 10.30 | Annex A to the Credit Agreement dated July 8, 2022 | 8-K | 7/13/22 | 10.2 | |
| 10.31 | Sixteenth Amendment to an Amended and Restated Senior Secured Credit Agreement dated February 10, 2023 | 8-K | 2/16/23 | 10.1 | |
| 10.32 | Annex A to the Credit Agreement dated February 10, 2023 | 8-K | 2/16/23 | 10.2 | |
| 10.33 | Seventeenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated April 20, 2023 | 8-K | 4/23/23 | 10.1 | |
| 10.34 | Eighteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated July 28, 2023 | X | |||
| 10.35 | Nineteenth Amendment to Amended and Restated Senior Secured Credit Agreement, dated July 28, 2023 | 8-K | 8/3/23 | 10.1 | |
| 10.36 | Annex A to the Credit Agreement, dated July 28, 2023 | 8-K | 8/3/23 | 10.2 | |
| 10.37 | Employment Agreement by and between the Company and Ethan Rudin | X | |||
| 10.38 | Employment Agreement by and between the Company and Matthew Drinkwater | 8-K | 12/17/21 | 10.1 | |
| 21.1 | List of subsidiaries | X | |||
| 23.1 | Consent of WithumSmith+Brown, PC | X | |||
| 31.1 | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) | X | |||
| 31.2 | Certification 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 1350 | X | |||
| 32.2* | Certification of the Chief Financial Officer and Principal Financial and Accounting Officer pursuant to Section 1350 | X | |||
| 101.INS | INLINE XBRL INSTANCE DOCUMENT | X | |||
| 101.SCH | INLINE XBRL TAXONOMY EXTENSION SCHEMA | X | |||
| 101.CAL | INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE | X | |||
| 101.DEF | INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE | X | |||
| 101.LAB | INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE | X | |||
| 101.PRE | INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE | X | |||
| 104 | Cover 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: April 1, 2024 | By: | /s/ Matthew Drinkwater |
|---|---|---|
| Matthew Drinkwater | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| Date: April 1, 2024 | By: | /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: April 1, 2024 | By: | /s/ W. Kip Speyer |
|---|---|---|
| W. Kip Speyer | ||
| Chairman of the Board of Directors | ||
| Date: April 1, 2024 | By: | /s/ Matthew Drinkwater |
| Matthew Drinkwater | ||
| Director and Chief Executive Officer | ||
| Date: April 1, 2024 | By: | /s/ Harry Schulman |
| Harry Schulman | ||
| Director | ||
| Date: April 1, 2024 | By: | /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, 2023 and 2022 | F-7 |
| Consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2022 | F-8 |
| Consolidated statements of changes in stockholders’ deficit for the years ended December 31, 2023 and 2022 | F-9 |
| Consolidated statements of cash flows for the years ended December 31, 2023 and 2022 | F-10 |
| Notes to consolidated financial statements | F-11 |
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