Form 8-K

8-K — Bright Mountain Media, Inc.

Accession: 0001193125-26-219222

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0001568385

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bmtm-20260512.htm (Primary)

EX-99.1 (bmtm-ex99_1.htm)

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8-K

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8-K

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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): May 12, 2026

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

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 May 12, 2026, Bright Mountain Media, Inc. (the "Company") issued a press release announcing its financial results for its first quarter ended March 31, 2026. 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 May 12, 2026

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.

Date:

May 12, 2026

Bright Mountain Media, Inc.

(Registrant)

By:

/s/ Matthew Drinkwater

Matthew Drinkwater,

Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

EX-99.1

Filename: bmtm-ex99_1.htm · Sequence: 2

EX-99.1

EXHIBIT 99.1

Bright Mountain Media, Inc. Announces First Quarter 2026 Financial Results

Boca Raton, FL, May 12, 2026 - Bright Mountain Media, Inc. (OTCID: 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 first quarter ended March 31, 2026.

"Q1 2026 underscores the strength and resilience of Bright Mountain’s operating model," said Matthew Drinkwater, CEO of Bright Mountain Media. "Our diversified portfolio enables us to efficiently allocate capital toward our highest-momentum advertising technology assets while continuing to invest in product innovation across our marketing technology platform. This intentional balance supports consistent performance, improves operating leverage, and positions the company to generate sustainable value as individual businesses scale and mature."

"The 60% year-over-year improvement in net loss highlights our focus on operating discipline and margin progression, while reinforcing the strategic advantage of pairing complementary AdTech and MarTech capabilities within a single platform. We are building a foundation designed to perform across market cycles and support long-term shareholder value creation."

"At the same time, we see a meaningful opportunity to differentiate ourselves through proprietary AI. After extensive evaluation of third‑party solutions in the market, we believe there is a clear gap in what today’s AdTech and MarTech companies need. As a result, we have chosen to invest internally to develop our own AI-driven capabilities. We’re encouraged by early progress and look forward to updating investors as these initiatives begin to contribute to growth and competitive positioning in the coming quarters."

Financial Results for the Three Months Ended March 31, 2026

Revenue was approximately $14.0 million, a slight decrease of $227,000, or 2%, compared to $14.2 million for the same period of 2025. Advertising technology revenue was approximately $6.6 million, digital publishing revenue was approximately $281,000, consumer insights revenue was approximately $5.0 million, creative services revenue was approximately $2.0 million, and media services revenue was approximately $12,000, during the first quarter of 2026.

Cost of revenue was approximately $9.7 million, a decrease of $264,000, or 3%, compared to $9.9 million for the same period of 2025. Cost of revenue is inclusive of: direct salary and labor costs of approximately $371,000 for employees that work directly on customer projects; direct project costs of approximately $1.2 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 $2.4 million; publisher costs of approximately $4.9 million, and sales commissions of approximately $344,000.

General and administrative expense was $2.6 million, a decrease of 43%, compared to $4.5 million for the same period of 2025.

Gross margin remained consistent at $4.3 million for both the first quarter of 2026 and the first quarter of 2025.

Net loss was $1.3 million, an improvement of 60% compared to a net loss of $3.2 million for the same period of 2025.

Adjusted EBITDA was $2.4 million, an increase of 189%, compared to adjusted EBITDA of $816,000 for the same period of 2025. See the below section on Non-GAAP Financial Measure for a reconciliation of net loss to EBITDA and adjusted EBITDA.

About Bright Mountain Media, Inc.

Bright Mountain Media, Inc. (OTCID: 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, Bright Mountain, LLC d/b/a BrightStream, Oceanside Media, LLC, Slutzky & Winshman, Ltd., and Wild Sky Media Co. Ltd. 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, 2025, and 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:

Email: ir@brightmountainmedia.com

https://brightmountainmedia.com/investor-relations

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

Three Months Ended

March 31, 2026

March 31, 2025

Revenue

13,963

14,190

Cost of revenue

9,654

9,918

Gross margin

4,309

4,272

General and administrative expenses

2,566

4,524

Income (loss) from operations

1,743

(252

)

Financing and other expense:

Other income

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

(3,101

)

(3,020

)

Other interest expense

)

Total financing and other expense, net

(3,043

)

(2,979

)

Net loss before income tax

(1,300

)

(3,231

)

Income tax provision

Net loss

(1,300

)

(3,231

)

Foreign currency translation

Comprehensive loss

(1,300

)

(3,189

)

Net loss per common share:

Basic

(0.01

)

(0.02

)

Diluted

(0.01

)

(0.02

)

Weighted-average shares outstanding:

Basic

181,032,929

175,974,990

Diluted

181,032,929

175,974,990

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

March 31, 2026

December 31, 2025*

(unaudited)

Assets

Current assets:

Cash and cash equivalents

594

1,371

Restricted cash

1,861

Accounts receivable, net

15,409

16,287

Prepaid expenses and other current assets

1,035

1,170

Total current assets

18,899

20,689

Property and equipment, net

107

124

Intangible assets, net

11,097

11,542

Goodwill

6,999

Operating lease right-of-use assets, net

150

173

Other long-term assets

158

Total assets

37,261

39,685

Liabilities and Stockholders' Deficit

Current liabilities:

Accounts payable and accrued expenses

20,342

24,852

Other current liabilities

3,555

4,210

Interest payable - Centre Lane Senior Secured Credit Facility

Deferred revenue

4,399

2,834

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

86,755

84,276

Total current liabilities

115,098

116,231

Other long-term liabilities

Operating lease liabilities

Total liabilities

115,161

116,320

Stockholders' deficit:

Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock, par value $0.01, 324,000,000 shares authorized, 186,141,070 and 183,218,504 shares issued, and 183,955,495 and 181,032,929 shares outstanding at March 31, 2026 and December 31, 2025, respectively

1,861

1,832

Treasury stock at cost, 2,185,575 and 2,185,575 shares at March 31, 2026 and December 31, 2025, respectively

(220

)

(220

)

Additional paid-in capital

101,994

101,988

Accumulated deficit

(181,612

)

(180,312

)

Accumulated other comprehensive income

Total stockholders' deficit

(77,900

)

(76,635

)

Total liabilities and stockholders' deficit

37,261

39,685

* Derived from audited consolidated financial statements.

BRIGHT MOUNTAIN MEDIA, INC.

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

(in thousands)

Non-GAAP Financial Measures

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 other 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 performance (e.g., M&A costs, income taxes, gain on sale of investments, loss on disposal of assets, 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 to EBITDA and Adjusted EBITDA is as follows:

Three Months Ended March 31,

2026

2025

(in thousands)

Net loss before income tax

(1,300

)

(3,231

)

Depreciation expense

Amortization of intangibles

445

485

Amortization of debt discount

460

633

Other interest expense

Interest expense - Centre Lane Senior Secured Credit Facility

2,641

2,387

EBITDA

2,267

293

Stock compensation expense

Non-recurring professional fees

241

Non-recurring legal fees

245

Non-recurring severance expense

Adjusted EBITDA

2,356

816

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