8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM8-K

CURRENT REPORT

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

BrightMountain Media, Inc.

(Exact name of registrant as specified in its charter)

Registrant’stelephone number, including area code: 561-998-2440

notapplicable

(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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 [X]

If an emerging growth company, indicate by checkmark 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. [  ]

Item7.01 Regulation FD Disclosure

On June 28, 2021 Bright Mountain Media, Inc (the “Company”) issued a press release that effective at the close of business on June 30, 2021, Bright Mountain Media, Inc’s., common stock (“BMTM”) will cease trading on the OTCQB and its shares will begin trading on the OTC Pink Market on July 1, 2021. The common stock will continue to trade with the symbol BMTM. The Company’s transfer to the OTC Market Pink Market was a result of the Company’s inability to timely file its Form 10-K for the year ended December 31, 2020. The press release also discussed certain corporate updates.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated June 28, 2021

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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.

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Exhibit 99.1

BrightMountain Media Provides Corporate Update

BrightMountain Media will Transition to OTC Pink Market Due to Audit Delay

CompanyExpects to Become Current and Apply to Regain OTCQB Exchange Listing by the End of August

BocaRaton, FL, June 28, 2021 — Bright Mountain Media, Inc. (OTCQB: BMTM), an end-to-end digital media and advertising services platform, today provided a corporate update on the status of its OTCQB exchange listing and go-forward capital markets and operational initiatives.

The delay in the Company’s FY2020 10-K Audit will cause Bright Mountain Media stock to be moved from the OTCQB exchange to the OTC Pink market on July 1, 2021. The Company’s ticker symbol will remain unchanged and no action is required by shareholders as part of this move.

Bright Mountain Media anticipates becoming current in the middle of July with its 2020 Form 10-K and then proceed with its subsequent quarterly filings and applying to relist to the OTCQB exchange by the end of August 2021.

“The restatements driving the audit delay are being resolved as we speak and are non-cash in nature, with no impact on the future commercial prospects of the company,” said Kip Speyer, Chairman and Chief Executive Officer of Bright Mountain Media. “In fact, we are currently undertaking an aggressive cost reduction initiative to right-size our corporate infrastructure and further expedite our path to cash flow breakeven.

“We believe that we can significantly reduce operating expenses while maintaining our revenue base – which stood at approximately $16 million in FY2020 – and emerge in a better financial position to enable our planned future transition to profitability. I look forward to providing our shareholders with updates on this front as they become available and would like to thank them for their continued support as we grow our end-to-end digital media and advertising services platform.”

AboutBright Mountain Media

Bright Mountain Media, Inc. (OTCQB: BMTM) is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics through the removal of middlemen in the advertising services process. The Company’s publishing division, led by Wild Sky Media, offers significant global reach through hyper-engaging content and multicultural audiences, reaching over 230 million users monthly as it tells the unique stories of our most diverse generation. The Company’s robust portfolio of websites includes Mom.com, CafeMom, LittleThings, MamásLatinas and many more. For more information, please visit www.brightmountainmedia.com.

Forward-LookingStatements 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 Media, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission on May 14, 2020 and our other filings with the SEC. Bright Mountain Media, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.

InvestorContact:

Greg Falesnik or Luke Zimmerman

MZ Group - MZ North America

949-259-4987

BMTM@mzgroup.us

www.mzgroup.us