10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934 For the quarterly period ended June 30, 2026


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 000-54887

Bright Mountain Media, Inc.

(Exact Name of Registrant as Specified in its Charter)


Florida		27-2977890
State or Other Jurisdiction of		I.R.S. Employer
Incorporation or Organization		Identification No.

6400 Congress Avenue, Suite 2050, Boca Raton, FL		33487
Address of Principal Executive Offices		Zip Code

561-998-2440

Registrant’s Telephone Number, Including Area Code

Not applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of July 30, 2026, there were 186,936,398 shares of the registrant's common stock outstanding.

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BRIGHT MOUNTAIN MEDIA, INC.

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		Page No.
	PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Consolidated Financial Statements:	5
	Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025	5
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	6
	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2026 and 2025	7
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	56
Item 4.	Controls and Procedures	56

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Default Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60

	Signatures	61

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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:

•

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

•

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

•

our ability to detect advertising fraud;

•

the continued appeal of internet advertising;

•

our ability to manage and expand our relationships with publishers;

•

our dependence on revenues from a limited number of customers;

•

the impact of seasonal fluctuations on our revenues;

•

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

•

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

•

online security breaches;

•

failure to effectively promote our brand and attract advertisers;

•

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

•

our ability to protect our content;

•

our ability to protect our intellectual property rights;

•

the success of our technology development efforts;

•

our ability to obtain or maintain key website addresses;

•

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

•

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

•

our dependence on certain third-party service providers;

•

liability related to content which appears on our websites;

•

cybersecurity risk associated with cyber attack or data breach;

•

dependence on executive officers and certain key employees and consultants;

•

our ability to hire qualified personnel;

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•

regulatory risks and compliance with privacy laws;

•

risks associated with potential litigation;

•

limitations from our secured indebtedness;

•

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

•

the limited public market for our common stock;

•

additional competition resulting from our business expansion strategy;

•

possible problems with our network infrastructure;

•

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

•

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

•

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

•

concentration of our stock ownership and control; and

•

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, 2025 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 2026” refers to the three months ended June 30, 2026, “second quarter of 2025” refers to the three months ended June 30, 2025, and “2025” refers to the year ended December 31, 2025. 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.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share figures)


	June 30, 2026			December 31, 2025*
	(unaudited)
Assets

Current assets:
Cash and cash equivalents	$	1,029		$	1,371
Restricted cash		-			1,861
Accounts receivable, net		14,158			16,287
Prepaid expenses and other current assets		1,063			1,170
Total current assets		16,250			20,689
Property and equipment, net		177			124
Intangible assets, net		10,642			11,542
Goodwill		6,999			6,999
Operating lease right-of-use assets, net		127			173
Other long-term assets		9			158
Total assets	$	34,204		$	39,685

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expenses	$	20,291		$	24,852
Other current liabilities		2,198			4,210
Interest payable - Centre Lane Senior Secured Credit Facility		-			59
Deferred revenue		4,960			2,834
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)		87,801			84,276
Total current liabilities		115,250			116,231
Other long-term liabilities		-			12
Operating lease liabilities		35			77
Total liabilities		115,285			116,320

Stockholders' deficit:
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at June 30, 2026 and December 31, 2025, respectively		-			-
Common stock, par value $0.01, 324,000,000 shares authorized, 189,121,973 and 183,218,504 shares issued, and 186,936,398 and 181,032,929 shares outstanding at June 30, 2026 and December 31, 2025, respectively		1,891			1,832
Treasury stock at cost, 2,185,575 and 2,185,575 shares at June 30, 2026 and December 31, 2025, respectively		(220	)		(220	)
Additional paid-in capital		101,984			101,988
Accumulated deficit		(184,813	)		(180,312	)
Accumulated other comprehensive income		77			77
Total stockholders' deficit		(81,081	)		(76,635	)
Total liabilities and stockholders' deficit	$	34,204		$	39,685

* Derived from audited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share figures)


	Three Months Ended						Six Months Ended

	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025

Revenue	$	13,632		$	15,408		$	27,595		$	29,598
Cost of revenue		11,214			12,371			20,868			22,289
Gross margin		2,418			3,037			6,727			7,309
General and administrative expenses		3,603			4,021			6,169			8,545
Gain on sale of intangible assets		(1,094	)		-			(1,094	)		-
Income (loss) from operations		(91	)		(984	)		1,652			(1,236	)

Financing and other expense:
Other income		124			44			186			91
Interest expense - Centre Lane Senior Secured Credit Facility - related party		(3,229	)		(3,135	)		(6,330	)		(6,155	)
Other interest expense		(5	)		(6	)		(9	)		(12	)
Total financing and other expense, net		(3,110	)		(3,097	)		(6,153	)		(6,076	)

Net loss before income tax		(3,201	)		(4,081	)		(4,501	)		(7,312	)
Income tax provision		-			-			-			-
Net loss	$	(3,201	)	$	(4,081	)	$	(4,501	)	$	(7,312	)

Foreign currency translation		-			(199	)		-			(157	)
Comprehensive loss	$	(3,201	)	$	(4,280	)	$	(4,501	)	$	(7,469	)

Net loss per common share:
Basic	$	(0.02	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Diluted	$	(0.02	)	$	(0.02	)	$	(0.02	)	$	(0.04	)

Weighted-average shares outstanding:
Basic		183,955,495			175,965,052			182,502,285			175,969,993
Diluted		183,955,495			175,965,052			182,502,285			175,969,993

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ DEFICIT

(unaudited)

(in thousands, except share figures)


	Common Stock				Treasury Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares			Amount			Capital			Deficit			Income			Deficit

Balance at December 31, 2024*		177,464,827	$	1,775		(1,350,175	)	$	(220	)	$	101,798		$	(166,857	)	$	277		$	(63,227	)

Net loss		-		-		-			-			-			(3,231	)		-			(3,231	)
Common stock issued for options exercised		50,400		1		-			-			1			-			-			2
Treasury stock		-		-		(200,000	)		-			-			-			-			-
Stock-based compensation		-		-		-			-			37			-			-			37
Adjustment from foreign currency translation, net		-		-		-			-			-			-			42			42

Balance at March 31, 2025		177,515,227	$	1,776		(1,550,175	)	$	(220	)	$	101,836		$	(170,088	)	$	319		$	(66,377	)

Net loss		-		-		-			-			-			(4,081	)		-			(4,081	)
Stock-based compensation		-		-		-			-			34			-			-			34
Adjustment from foreign currency translation, net		-		-		-			-			-			-			(199	)		(199	)

Balance at June 30, 2025		177,515,227	$	1,776		(1,550,175	)	$	(220	)	$	101,870		$	(174,169	)	$	120		$	(70,623	)

	Common Stock				Treasury Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares			Amount			Capital			Deficit			Income			Deficit

Balance at December 31, 2025*		183,218,504	$	1,832		(2,185,575	)	$	(220	)	$	101,988		$	(180,312	)	$	77		$	(76,635	)

Net loss		-		-		-			-			-			(1,300	)		-			(1,300	)
Common stock issued to Centre Lane Partners		2,922,566		29		-			-			(15	)		-			-			14
Stock-based compensation		-		-		-			-			21			-			-			21

Balance at March 31, 2026		186,141,070	$	1,861		(2,185,575	)	$	(220	)	$	101,994		$	(181,612	)	$	77		$	(77,900	)

Net loss		-		-		-			-			-			(3,201	)		-			(3,201	)
Common stock issued to Centre Lane Partners		2,980,903		30		-			-			(7	)		-			-			23
Stock-based compensation		-		-		-			-			(3	)		-			-			(3	)

Balance at June 30, 2026		189,121,973	$	1,891		(2,185,575	)	$	(220	)	$	101,984		$	(184,813	)	$	77		$	(81,081	)

*Derived from audited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	For the Six Months Ended

	June 30, 2026			June 30, 2025

Cash flows from operating activities:
Net loss	$	(4,501	)	$	(7,312	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation expense		34			28
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		5,299			4,455
Amortization of operating lease right-of-use assets		43			37
Amortization of debt discount		946			1,189
Amortization of intangible assets		895			970
Gain on sale of intangible assets		(1,094	)		-
Stock-based compensation		18			71
Common stock issued to Centre Lane Partners for debt modification		37			-
Provision for credit losses		60			79
Changes in operating assets and liabilities:
Accounts receivable		2,069			904
Prepaid expenses and other assets		260			(363	)
Operating lease liabilities		(35	)		(36	)
Accounts payable and accrued expenses		(4,561	)		(511	)
Other liabilities		(2,020	)		(1,967	)
Interest payable - Centre Lane Senior Secured Credit Facility - related party		(59	)		(21	)
Deferred revenue		2,126			3,711
Net cash provided by (used in) operating activities		(483	)		1,234

Cash flows from investing activities:
Purchase of property and equipment		(87	)		(49	)
Proceeds from sale of intangible assets		1,100			-
Net cash provided by (used in) investing activities		1,013			(49	)

Cash flows from financing activities:
Proceeds from stock option exercises		-			1
Principal payments on finance lease obligations		(13	)		(10	)
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party		(2,720	)		(2,042	)
Net cash used in financing activities		(2,733	)		(2,051	)
Effect of foreign exchange rates on cash		-			(2	)
Net decrease in cash, cash equivalents, and restricted cash		(2,203	)		(868	)
Cash, cash equivalents, and restricted cash at the beginning of the period		3,232			4,407
Cash, cash equivalents, and restricted cash at the end of the period	$	1,029		$	3,539

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	1,029		$	1,678
Restricted cash		-			1,861
Total cash, cash equivalents, and restricted cash	$	1,029		$	3,539

Supplemental disclosure of cash flow information:
Cash paid for interest		144			532
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		5,299			4,455

Supplemental disclosure of non-cash investing and financing activities:
Annual administration fee to Centre Lane Partners for debt financing		35			35
Common stock issued to Centre Lane Partners for debt modification		37			-

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

Organization and Nature of Operations

Bright Mountain Media, Inc. (together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end digital media and advertising services company that efficiently connects brands with targeted consumer demographics. We focus on digital publishing, advertising technology, consumer insights, and creative and media services.

Digital Publishing

Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising. Our portfolio of owned and operated websites is focused on parenting, families, women's lifestyle, and related consumer interests. As of June 30, 2026, our portfolio includes Cafemom.com, LittleThings.com, MamasLatinas.com, and other digital media properties. We use internal and external technologies to continually improve the effectiveness and efficiency of the content we create. Our publishing division monetizes its audiences through both direct and programmatic advertising sales. During the three and six months ended June 30, 2026, the Company completed the sale of the Mom.com domain name and related assets. See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Advertising Technology

Our advertising technology division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, in-app). Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers.

Consumer Insights

Our consumer insights division focuses on providing primary and secondary research and competitive intelligence to address customers' strategic issues. We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers. This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences. Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative and Media Services

Our creative and media services division provides integrated advertising and marketing solutions that combine data-driven insights, strategic media planning and buying, creative campaign development, and programmatic media execution. By leveraging data, premium advertising inventory, and audience targeting capabilities, we help clients deliver effective campaigns that maximize reach, optimize performance, and improve return on investment.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

The Company generates revenue through:

•

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;

•

fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");

•

serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns;

•

providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and

•

provision of creative and media services to advertisers.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The unaudited consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 2026, and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. The consolidated results of operations for periods presented are not necessarily indicative of the results to be expected for the full year or any future periods. The consolidated balance sheet information as of December 31, 2025, was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim consolidated financial statements should be read in conjunction with that report.

Going Concern and Liquidity

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $184.8 million as of June 30, 2026. Cash flows provided by (used in) operating activities were approximately $(483,000) and $1.2 million for the six months ended June 30, 2026, and 2025, respectively. As of June 30, 2026, the Company had a working capital deficit of approximately $99.0 million, inclusive of $1.0 million in cash and cash equivalents.

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Facility, or raising equity capital. The ability to access the capital markets depends, in part, upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, and reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed.

The Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial obligations and continue as a going concern.

The accompanying unaudited consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the United States, and other foreign countries in which the Company operates.

As of June 30, 2026, and December 31, 2025, the Company exceeded the federally insured limit of $250,000 for interest and non-interest-bearing accounts. The Company held a cash balance with a single financial institution in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit in the amount of $537,000 as of June 30, 2026, and $994,000 as of December 31, 2025.

As of June 30, 2026, and December 31, 2025, the Company did not exceed the insurance limit of approximately $30,000 for its international bank accounts.

Any loss incurred or a lack of access to such funds could have a significant adverse effect on the Company's financial condition, results of operations, and cash flows.

At June 30, 2026, and December 31, 2025, the Company had approximately $1.0 million and $1.4 million, respectively, in cash and cash equivalents.

Restricted Cash

The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash as a separate line item in the consolidated balance sheets. At December 31, 2025, the Company had approximately $1.9 million in restricted cash, which was designated specifically for settlement of a legal judgment. During the six months ended June 30, 2026, a portion of the restricted cash was used to fund the settlement of the related litigation, and the remaining restricted cash balance was released following satisfaction of the related obligations. As a result, the Company did not hold any restricted cash at June 30, 2026. See Note 10, Centre Lane Senior Secured Credit Facility and Note 15, Commitments and Contingencies, to the consolidated financial statements.

Off-balance Sheet Arrangements

There are no off-balance sheet arrangements as of June 30, 2026 and December 31, 2025.

Segment Reporting

Consistent with FASB Accounting Standards Codification ("ASC") No. 280, Segment Reporting ("ASC 280"), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Chief Financial Officer uses consolidated net income or loss and total assets when assessing segment performance and deciding how to allocate resources. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. As such, the Chief Financial Officer does not routinely review discrete financial information, including profit measures or significant expense categories, by individual service line or business activity. The factors used to determine the Company’s reportable segments follow the guidance of ASC 280-10-50-21 and 280-10-50-22 and include consideration of the type of services delivered, the customers and end markets served, the applicable revenue recognition methodology and the length of time it takes to deliver services to customers. Our divisions are digital publishing, advertising technology, consumer insights, and creative and media services, and due to their similar economic characteristics, we have determined that we have one operating and reportable segment.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results.

Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Centre Lane Senior Secured Credit Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.

Foreign Currency

We translate the consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, cost and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive income. Transaction gains and losses are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, and accounts receivable. We place our cash, cash equivalents, and restricted cash with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

The following tables provide information about concentrations that exceed 10% of revenue and accounts receivable for the period:


	Three Months Ended						Six Months Ended

	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
Revenue Concentration
Customers exceeding 10% of revenue		2			2			3			1
Percentage of revenue:
Customer 1		18.4	%	*				16.4	%	*
Customer 2		16.4	%		15.9	%		16.0	%		15.6	%
Customer 3	*				10.6	%		13.8	%	*
Total percentage of revenue		34.8	%		26.5	%		46.2	%		15.6	%

* Represents a customer revenue balance less than the 10% threshold.


	June 30, 2026			December 31, 2025
Accounts Receivable Concentration
Customers exceeding 10% of accounts receivable		2			2
Percentage of accounts receivable:
Customer 1		16.2	%		21.5	%
Customer 2		10.4	%	*
Customer 3	*				12.1	%
Total percentage of accounts receivable		26.6	%		33.6	%

* Represents a customer accounts receivable balance less than the 10% threshold.

Subsequent Events

The Company evaluated subsequent events through August 6, 2026, the date the consolidated financial statements were issued.

Effective Accounting Pronouncements Adopted

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard provides a practical expedient when applying the current expected credit loss model to certain receivables and contract assets. The Company uses a loss-rate methodology to estimate expected credit losses for accounts receivable. Under this approach, the Company estimates expected credit losses on a pooled basis using historical loss experience, adjusted for current conditions and reasonable and supportable forecasts. The guidance became effective for the Company on January 1, 2026, and is applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements and related disclosures.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance was subsequently amended in January 2025 by ASU No,. 2025-01. The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning January 1, 2027, for calendar-year filers), and for interim periods thereafter. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance refines the accounting for costs related to internal-use software, including changes to capitalization criteria and disclosure requirements. This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning after January 1, 2027, for calendar-year filers), and for interim periods thereafter. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The new standard will be effective for annual periods beginning with the year ending December 31, 2028, and for interim periods beginning January 1, 2029, though early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and introduces a principle requiring disclosure of material events occurring since the last annual reporting period. The new standard will be effective for interim reporting periods beginning on January 1, 2028. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In January 2026, the FASB issued ASU 2025-12, Codification Improvements, which includes amendments to address technical corrections, clarifications, and other minor improvements to the ASC. The amendments are effective for annual periods beginning after December 15, 2026, and early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net, consisted of the following:


	June 30, 2026			December 31, 2025
(in thousands)
Accounts receivable	$	10,141		$	12,755
Unbilled receivables (1)		4,362			3,850
		14,503			16,605
Less: allowance for current expected credit losses		(345	)		(318	)
Accounts receivable, net	$	14,158		$	16,287

(1) - Unbilled receivables represent amounts for services rendered at the end of the period pending generation of invoice to the customer.

Accounts receivable, net, at January 1, 2025, was $15.0 million.

Expected credit losses were approximately $21,000 and $68,000 for the three months ended June 30, 2026, and 2025, respectively, and $60,000 and $79,000 for the six months ended June 30, 2026, and 2025, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:


	June 30, 2026			December 31, 2025
(in thousands)
Prepaid insurance (1)	$	222		$	351
Prepaid software		190			137
Deposits		9			158
Subscriptions		268			195
Other current assets (2)		383			487
Total prepaid costs and other assets		1,072			1,328
Less: other long-term assets		(9	)		(158	)
Prepaid expenses and other current assets	$	1,063		$	1,170

(1) - Includes approximately $181,000 and $276,000, which is being paid over a period of time and is included in accounts payable at June 30, 2026, and December 31, 2025, respectively.

(2) - Includes approximately $329,000 and $280,000, which is being paid over a period of time and is included in accounts payable at June 30, 2026, and December 31, 2025, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:


	Useful Life	June 30, 2026			December 31, 2025
(in thousands)
Computer equipment	3	$	118		$	107
Computer software	3		362			286
			480			393
Less: accumulated depreciation			(303	)		(269	)
Property and equipment, net		$	177		$	124

Depreciation expense for the three months ended June 30, 2026, and 2025, was approximately $17,000 and $15,000, respectively, and $34,000 and $28,000 for the six months ended June 30, 2026, and 2025, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:


	June 30, 2026			December 31, 2025
(in thousands)
Website acquisition assets	$	1,215		$	1,221
Less: accumulated amortization		(1,154	)		(1,147	)
Website acquisition assets, net	$	61		$	74

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Other intangible assets, net, consisted of the following:


		June 30, 2026							December 31, 2025
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
(in thousands)
Trade name	2 - 10	$	8,381	$	(4,721	)	$	3,660	$	8,381	$	(4,415	)	$	3,966
IP/technology	10		5,733		(3,082	)		2,651		5,821		(2,970	)		2,851
Customer relationships	5 - 10		13,380		(9,110	)		4,270		13,380		(8,729	)		4,651
Non-compete agreements	3 - 5		402		(402	)		-		402		(402	)		-
Other intangible assets, net		$	27,896	$	(17,315	)	$	10,581	$	27,984	$	(16,516	)	$	11,468

During the year ended December 31, 2025, an impairment assessment was performed. There was no impairment loss for the year ended December 31, 2025.


	June 30, 2026		December 31, 2025
(in thousands)
Website	$	61	$	74
Other intangible assets		10,581		11,468
Intangible assets, net	$	10,642	$	11,542

During the six months ended June 30, 2026, the Company completed the sale of the Mom.com domain name and related social media accounts. As a result, the Company derecognized an immaterial carrying amount of the related website acquisition and IP/technology intangible assets. See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Amortization expense for the three months ended June 30, 2026, and 2025, was approximately $450,000 and $485,000, respectively, and $895,000 and $970,000 for the six months ended June 30, 2026, and 2025. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

As of June 30, 2026, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands):


Remainder of 2026	$	893
2027		1,787
2028		1,787
2029		1,784
2030		1,431
Thereafter		2,960
Total expected amortization expense	$	10,642

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of June 30, 2026 and December 31, 2025:


	Owned & Operated		Ad Network		Insights		Total
(in thousands)
December 31, 2025	$	2,172	$	3,920	$	907	$	6,999
Additions		-		-		-		-
Less: dispositions		-		-		-		-
June 30, 2026	$	2,172	$	3,920	$	907	$	6,999

We allocate goodwill to reporting units based on the expected benefit and synergies with our current reporting units. The Company categorizes goodwill into three reporting units: "Owned & Operated", "Ad Network", and "Insights".

Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that further testing is necessary, a quantitative impairment test is performed.

During the year ended December 31, 2025, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operated and Insights reporting units. The assessment used a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our qualitative assessment concluded that it was more likely than not that the estimated fair value of the Owned & Operated reporting unit was less than the carrying value, and the quantitative assessment resulted in the same conclusion. Our qualitative assessments for the Ad Network and Insights reporting units concluded that each reporting unit's fair value was potentially less than its carrying value, but our quantitative assessments did not have such conclusions.

In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on a market participant debt structure and cost of capital. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. Our quantitative analysis showed that the implied fair value of our goodwill for the Owned & Operated reporting units was less than its carrying value which resulted in an impairment charge of approximately $786,000 during the year ended December 31, 2025.

There were no triggering events requiring an interim impairment assessment, and no impairment charges were recognized during the six months ended June 30, 2026.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:


	June 30, 2026		December 31, 2025
(in thousands)
Accounts payable (1)	$	13,940	$	18,220
Accrued wages, commissions, and bonus		1,028		812
Publisher cost		2,625		1,536
Professional fees		480		704
Subcontractor		1,158		3,369
Other		1,060		211
Total accounts payable and accrued expenses	$	20,291	$	24,852

(1) - Accounts payable includes $5.4 million and $5.4 million at June 30, 2026, and December 31, 2025, respectively, for Slutzky & Winshman Ltd. and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023.

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:


	June 30, 2026		December 31, 2025
(in thousands)
Current portion of long-term operating and financing leases	$	112	$	116
Dividend payable (1)		691		691
Project advance expense (2)		1,284		1,048
Litigation reserves		91		2,363
Other current liabilities		20		4
Total other liabilities		2,198		4,222
Less: other long-term liabilities		-		(12	)
Other current liabilities	$	2,198	$	4,210

(1) - See Note 18, Related Parties, to the consolidated financial statements.

(2) - Represents amounts advanced by customers to cover third-party expenses specifically related to their project. These expenses are offset against the advance and are not part of the Company's statement of operations and comprehensive loss.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 10 – CENTRE LANE SENIOR SECURED CREDIT FACILITY

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of CL Media Holdings, LLC, which is now a subsidiary of the Company (the “Purchase Agreement”). To finance the acquisition, the Company obtained a first lien senior loan in the amount of $16.5 million, comprised of $15.0 million of initial indebtedness, repayment of the existing accounts receivable factoring facility of Wild Sky Media, which was a subsidiary of CL Media Holdings, LLC, of approximately $900,000, and approximately $500,000 of expenses, from, and entered into a secured credit facility with, Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”).

Additional Draws

As of June 30, 2026, Centre Lane Partners had loaned the Company an additional $39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations. The Nineteenth Amendment Term Loan had a maturity date of December 31, 2024, and the loan balance was repaid. The Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions.

On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of a judgment in the amount of approximately $1.7 million that was entered against the Company as a result of certain disclosed litigation (the “Ladenburg litigation”), as the Company intends to appeal the judgment. The Company borrowed an additional $1.9 million from the Lenders, which funds were used to secure the bond. Amounts drawn pursuant to the Twenty-First Amendment, including all accrued but unpaid principal and interest thereon, will mature and become payable in December 2026. Interest to be paid in cash accrues at a rate of 0% per annum, and interest to be paid in kind accrues at a rate of 15% per annum. For further information on this judgment, see Note 15, Commitments and Contingencies, to the consolidated financial statements.

In connection with the Twenty-First Amendment, and as consideration therefore, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 2.5% of the fully diluted pro forma ownership of the Company, or 5,001,991 shares of the common stock, to an affiliate of the Lenders.

On May 21, 2026, the Company entered into the Twenty-Sixth Amendment to the Credit Agreement with Centre Lane Partners. The amendment modified certain provisions applicable to the Twenty-First Amendment Term Loans, including prepayment provisions, and provided for the waiver of certain potential events of default related to the timing of required prepayments following settlement of the Ladenburg litigation and release of the related bond collateral. In connection with the amendment, approximately $994,000 of restricted cash collateral securing the Ladenburg litigation bond was applied to reduce the outstanding principal balance of the Twenty-First Amendment Term Loan. The remaining restricted cash collateral was released and returned to Centre Lane Partners as of June 30, 2026.

Optional Prepayment

The Company may, at any time, voluntarily prepay, in whole or in part (with a minimum prepayment of $250,000) the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. There is no prepayment penalty associated with the Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility is required in the event of certain future capital raises.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Repayment of Loans

Effective March 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Second Amendment to the Credit Agreement, pursuant to which the following adjustments were made to the outstanding loans:

•

Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the "Last Out Loans"), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026, to December 20, 2026;

•

Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate ("SOFR") plus 3% and the Second Out Loans cash interest rate to 2%. At June 30, 2026, the SOFR floor was 5.00% per annum, thus the overall PIK rate on these facilities was 8.00%;

•

Changing the First Out Loans cash interest rate to the Term SOFR plus 2%. The overall PIK rate on these facilities was 7.00% at June 30, 2026;

•

Changing the Third Out Loans PIK rate to 15%;

•

Adjusting the amortization of the Second Out Loans such that quarterly installments of 1% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid for each quarter in 2025, and quarterly installments of 2% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid thereafter until maturity; and

•

Adjusting the amortization of the First Out Loans such that an installment of $700,000 was paid on March 31, 2025, and quarterly installments of $575,000 were to be paid thereafter until maturity.

Effective September 30, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Third Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on September 30, 2025, including the following modifications:

•

Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;

•

Reducing the First Out Loans amortization payment from $575,000 to $250,000 due on September 30, 2025, with the difference deferred to the maturity date of the First Out Loans, which is December 20, 2026;

•

Incurring an amendment fee equal to 25 basis points of the First Out Loans, approximately $8,000, which was added to the principal balance of the First Out Loans as of September 30, 2025;

•

Converting the Second Out Loans cash interest due on September 30, 2025, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026;

•

Following payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on December 31, 2025.

Also in connection with the Twenty-Third Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,832,485 shares of the common stock, to Centre Lane Partners.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Effective December 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fourth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on December 31, 2025, including the following modifications:

•

Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026.

•

Following payments made on December 31, 2025, all loan terms, including cash interest rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on March 31, 2026.

Also in connection with the Twenty-Fourth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,870,792 shares of the common stock, to Centre Lane Partners.

Effective March 31, 2026, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fifth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on March 31, 2026, including the following modifications:

•

Converting the Second Out Loans cash interest due on March 31, 2026, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on March 31, 2026, to the maturity date of the Second Out Loans, which is December 20, 2026.

•

Following payments made on March 31, 2026, all loan terms, including cash interest rates, were reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on June 30, 2026.

Also in connection with the Twenty-Fifth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,922,566 shares of the common stock, to Centre Lane Partners.

On June 10, 2026, in connection with the sale of the Mom.com domain name and related assets (as described further in Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements), the Company obtained a consent of Centre Lane Partners under the Credit Agreement to the sale. Pursuant to the consent, the Company agreed to apply approximately $613,000 of the proceeds from the sale to prepay a portion of the First Out Term Loans outstanding under the Centre Lane Senior Secured Credit Facility. The prepayment was applied in full satisfaction of the amortization payment due on the First Out Term Loans on June 30, 2026. Further, the consent provided that all other amounts due under the Centre Lane Senior Secured Credit Facility on June 30, 2026, including the amortization payment due on the Second Out Loans, would be paid-in-kind instead of paid in cash.

Effective June 30, 2026, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Seventh Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on June 30, 2026, including the following modifications:

•

Converting the Second Out Loans cash interest due on June 30, 2026, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on June 30, 2026, to the maturity date of the Second Out Loans, which is December 20, 2026.

•

Following payments made as of June 30, 2026, all loan terms, including cash interest rates, were reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and are due on September 30, 2026.

Also in connection with the Twenty-Seventh Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,980,903 shares of the common stock, to Centre Lane Partners. As of June 30, 2026, BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.1% and 14.3% of the Company’s outstanding common stock, respectively.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

For the three and six months ended June 30, 2026, the Company paid approximately $2.1 million and $2.7 million toward the principal loan balance, respectively. For the three and six months ended June 30, 2025, the Company paid approximately $2.0 million and $2.0 million toward the principal loan balance, respectively.

During the three and six months ended June 30, 2026, the Company paid approximately $85,000 and $144,000 toward outstanding interest payable, respectively. During the three and six months ended June 30, 2025, the Company paid approximately $532,000 and $532,000 toward the outstanding interest payable, respectively.

As of June 30, 2026, we owed Centre Lane $88.8 million under the Centre Lane Senior Secured Credit Facility. Of this amount, $1.4 million is due on September 30, 2026, and the remaining principal balance of $87.4 million is due on December 20, 2026. Pursuant to the terms of the amended credit facility, the total contractual amount payable at maturity, including interest PIK, is approximately $94.9 million, consistent with the amount disclosed in the Company’s Current Report on Form 8-K filed on July 7, 2026.

The below table summarizes the loan balances at June 30, 2026, and December 31, 2025:


	June 30, 2026		December 31, 2025
(in thousands)
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)	$	87,801	$	84,276
Net principal		87,801		84,276
Add: debt discount		953		1,864
Outstanding principal	$	88,754	$	86,140

The below table summarizes the movement in the outstanding principal at June 30, 2026, and December 31, 2025:


	June 30, 2026			December 31, 2025
(in thousands)
Opening balance	$	86,140		$	78,822
Add:
Exit and other fees		35			44
Interest capitalized		5,299			9,566
		91,474			88,432
Less:
Payments		(2,720	)		(2,292	)
Outstanding principal	$	88,754		$	86,140

Fees

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services. The Centre Lane Senior Secured Credit Facility provides that this fee shall be, in all respects, fully earned, due and paid in kind by the Company on the effective date of the Centre Lane Senior Secured Credit Facility, and on each anniversary of the effective date during the term of the agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $245,000 and is included in outstanding principal. The administrative fee charged during the three and six months ended June 30, 2026, and 2025, was $35,000 and $35,000, respectively.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Amendments

Commencing April 2021, the Company and certain subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Facility. The Credit Agreement was amended a number of times to provide for additional loans used for working capital and acquisitions. In addition, as part of the transaction, there are exit fees (the "Exit Fees"), which are added and capitalized to the principal amount of the original loan. As of June 30, 2026, there were 27 amendments to the Credit Agreement.

Consistent with FASB ASC Topic 470, Debt (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt. Additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid-in capital. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

The below table summarizes the amendments that were executed by the Company from the inception of the facility to June 30, 2026 (in thousands, except for share data):


Amendment No.		Date	Draw		Repayment Date	Interest Rate Paid-in-Kind	(1	)	Interest Rate Cash	(1	)	Amendment Fee			(2	)	Common Stock Issued		Accounting Impact
(in thousands, except share data)
1		4/26/2021	$	-	12/20/2026	8.00%			2.00%			$	-					150,000	Extinguishment	(3)
2		5/26/2021		1,500	12/20/2026	8.00%			2.00%				750					3,000,000	Modification	(3)
3		8/12/2021		500	12/20/2026	8.00%			2.00%				250					2,000,000	Modification	(3)
4		8/31/2021		1,100	12/20/2026	8.00%			2.00%				550					-	Modification	(3)
5		10/8/2021		725	12/20/2026	8.00%			2.00%				363					-	Extinguishment	(3)
6		11/5/2021		800	12/20/2026	8.00%			2.00%				800					7,500,000	Modification	(3)
7		12/23/2021		500	12/20/2026	8.00%			2.00%				500					-	Modification	(3)
			$	5,125								$	3,213					12,650,000

8		1/26/2022		350	12/20/2026	8.00%			2.00%				350					-	Modification	(3)
9		2/11/2022		250	12/20/2026	0.00%			7.00%				13					-	Modification	(4)
10		3/11/2022		300	12/20/2026	0.00%			7.00%				15					-	Modification	(4)
11		3/25/2022		500	12/20/2026	0.00%			7.00%				25					-	Modification	(4)
12		4/15/2022		450	12/20/2026	0.00%			7.00%				23					-	Modification	(4)
13		5/10/2022		500	12/20/2026	0.00%			7.00%				25					-	Modification	(4)
14		6/10/2022		350	12/20/2026	0.00%			7.00%				18					-	Modification	(4)
15		7/8/2022		350	12/20/2026	0.00%			7.00%				(58	)				-	Modification	(4)
			$	3,050								$	411					-

16		2/10/2023		1,500	12/20/2026	0.00%			7.00%				75					-	Modification	(4)
17	(6)	4/20/2023		26,316	12/20/2026	15.00%			0.00%				708					21,401,993	Extinguishment	(5)
19		7/8/2023		2,000	12/31/2024	0.00%			7.00%				100					-	Modification	(4)
			$	29,816								$	883					21,401,993

20		6/5/2024		-	12/20/2026	0.00%			0.00%				472					-	Modification	(7)
21	(6)	12/26/2024		1,861	12/20/2026	15.00%			0.00%				-					5,001,991	Modification	(5)
			$	1,861								$	472					5,001,991

23		9/30/2025		-	12/20/2026	0.00%			0.00%				8					2,832,485	Modification	(7)
24		12/31/2025		-	12/20/2026	0.00%			0.00%				-					2,870,792	Modification	(7)
			$	-								$	8					5,703,277

25	(6)	3/31/2026		-	12/20/2026	0.00%			0.00%				-					2,922,566	Modification	(7)
27		6/30/2026		-	12/20/2026	0.00%			0.00%				-					2,980,903	Modification	(7)
			$	-								$	-					5,903,469
			$	39,852								$	4,987					50,660,730

(1) - New rates in effect in connection with Amendment Twenty-Two.

(2) - Added and capitalized to the principal amount of the original loan.

(3) - Second Out Loans.

(4) - First Out Loans.

(5) - Third Out Loans.

(6) - There was no impact on principal or interest and no fees incurred by the Company under subsequent Amendments Eighteen, Twenty-Two, and Twenty-Six, thus they are excluded from the table.

(7) - There were no loan draws under Amendments Twenty, Twenty-Three, Twenty-Four, Twenty-Five, and Twenty-Seven, thus no interest rates were incurred. Amendments Twenty, Twenty-Three, Twenty-Four, Twenty-Five, and Twenty-Seven adjusted the existing outstanding loan terms, thus the balances of the interest rate PIK and interest rate cash are 0.00%.

Our debt financing arrangements, including long-term debt, expose us to counterparty credit risk as they are solely with a single related party lender. We manage this risk by closely monitoring the related party's financial stability and ensuring it maintains a strong credit rating. No other financial institutions are involved in our debt obligations. As of June 30, 2026, and December 31, 2025, the carrying value of the Centre Lane Senior Secured Credit Facility was approximately $87.8 million and $84.3 million, respectively, net of unamortized debt discount of $1.0 million and $1.9 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

During the three and six months ended June 30, 2026, the Company recorded amortization of debt discount of $486,000 and $946,000 on the Centre Lane Senior Secured Credit Facility, respectively. Amortization of debt discount for the three and six months ended June 30, 2025, was $556,000 and $1.2 million, respectively.

Interest expense for the three and six months ended June 30, 2026, and 2025, consisted of the following:


	Three Months Ended				Six Months Ended

	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
(in thousands)
Interest expense	$	2,743	$	2,579	$	5,384	$	4,966
Amortization		486		556		946		1,189
Total interest expense	$	3,229	$	3,135	$	6,330	$	6,155

NOTE 11 – LEASES

The Company accounts for its operating lease under FASB ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize on the balance sheet at lease commencement, the lease assets and the related lease liabilities for the rights and obligations created by operating and finance leases with lease terms of more than 12 months.

Operating Lease

The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement. An addendum to the lease dated June 14, 2022, set a lease renewal term of five years beginning upon completion of improvements to the office space by the landlord, which were completed on September 12, 2022. The annual base rent as of the beginning of this renewal term is approximately $143,000, with a provision for a 3% increase on each anniversary of the rent commencement date. The Company has the option to renew the lease for one additional five-year term.

At June 30, 2026, and December 31, 2025, the operating lease right-of-use asset was approximately $127,000 and $173,000, respectively, and is included under assets on the consolidated balance sheets.

At June 30, 2026, and December 31, 2025, the operating lease right-of-use liability was approximately $128,000 and $160,000, respectively, including the current portion of $105,000 and $95,000, respectively, and is included under liabilities on the consolidated balance sheets.

Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement. Operating lease expense was approximately $50,000 and $46,000 for the three months ended June 30, 2026, and 2025, respectively. Operating lease expense was approximately $100,000 and $91,000 for the six months ended June 30, 2026, and 2025, respectively.

The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Operating Lease Subleases

On April 14, 2024, and July 1, 2024, the Company entered into two sublease agreements for its Boca Raton corporate office suites. The subleases continue for the remaining term on the initial lease agreement of three years with no option to extend. The aggregate minimum annual rental income under the subleases is approximately $137,000 with 3% escalations per annum. The Company retains the ability to use the address as its corporate office.

At June 30, 2026, and December 31, 2025, the operating lease subleases right-of-use liability was approximately $12,000 and $12,000, respectively, and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $35,000 and $34,000 for the three months ended June 30, 2026, and 2025, respectively. Operating lease sublease income was approximately $70,000 and $68,000 for the six months ended June 30, 2026, and 2025, respectively.

Finance Lease

On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years.

At June 30, 2026, and December 31, 2025, the finance lease asset was $7,000 and $20,000, respectively, and is included under assets on the consolidated balance sheets.

At June 30, 2026, and December 31, 2025, the finance lease liability was $7,000 and $20,000, respectively, including the current portion of $7,000 and $20,000, respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended June 30, 2026, was $7,200 inclusive of interest of $600 and amortization of $6,600. Finance lease expense for the six months ended June 30, 2026, was $14,400, inclusive of interest of $1,500 and amortization of $12,900. Finance lease expense for the three months ended June 30, 2025, was $7,300, inclusive of interest of $1,900 and amortization of $5,400. Finance lease expense for the six months ended June 30, 2025, was $14,500, inclusive of interest of $4,000 and amortization of $10,500. These amounts are included in general and administrative expense in the statements of operations and comprehensive loss.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

As of June 30, 2026, and December 31, 2025, the right-of-use asset and lease liability for the operating and finance lease are summarized as follows (in thousands):


	June 30, 2026			December 31, 2025
(in thousands)
Assets:
Total operating lease right-of-use asset	$	127		$	173
Total finance lease asset (1)	$	7		$	20

Liabilities:
Operating lease liability, current	$	105		$	95
Operating sublease liability, net of current portion		12			12
Operating lease liability, net of current portion		23			65
Total operating lease liability	$	140		$	172

Finance lease liability, current	$	7		$	20
Finance lease liability, net of current portion		-			-
Total finance lease liability	$	7		$	20

Weighted-average remaining lease term (in years):
Operating lease		1.25			1.75
Finance lease		0.25			0.75

Weighted-average discount rate:
Operating lease		14.39	%		14.39	%
Finance lease		21.12	%		21.12	%

(1) - Finance lease represents computer software, see Note 5, Property and Equipment, Net, to the consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 12 – REVENUE RECOGNITION

The following table represents our revenue disaggregated by type:


	Three Months Ended				Six Months Ended

	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
(in thousands)
Digital publishing	$	297	$	359	$	578	$	942
Advertising technology		6,430		5,115		13,070		9,347
Consumer insights		4,949		7,332		9,994		14,371
Creative and media services		1,956		2,602		3,953		4,938
Total revenue	$	13,632	$	15,408	$	27,595	$	29,598

Geographic Information

Revenue by geography is based on the country of the Company’s contracting entity. Total United States revenue was approximately 100% of total revenue for the three and six months ended June 30, 2026, and 2025, respectively.

As of June 30, 2026, and December 31, 2025, approximately 100% of our long-lived assets, including websites and other intangible assets used in revenue generation, were attributable to operations in the United States.

Deferred Revenue

The movement in deferred revenue during the six months ended June 30, 2026, and the year ended December 31, 2025, comprised the following:


	June 30, 2026			December 31, 2025
(in thousands)
Deferred revenue at the start of the period	$	2,834		$	2,883
Amounts invoiced during the period		16,651			37,510
Less: revenue recognized during the period		(14,525	)		(37,559	)
Deferred revenue at the end of the period	$	4,960		$	2,834

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 13 – STOCK-BASED COMPENSATION

On April 14, 2022, the Board of Directors of the Company and the Compensation Committee of the Board of Directors adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “2022 Stock Option Plan”). The 2022 Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options. The purpose of the 2022 Stock Option Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of June 30, 2026, 10,884,517 shares were remaining under the 2022 Stock Option Plan for future issuance.

Options

As of June 30, 2026, options to purchase 11,615,483 shares of common stock were outstanding, in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the 2022 Stock Option Plan at a weighted-average exercise price of $0.08 per share. No further grants can be made under any of the Company's stock option plans other than the 2022 Stock Option Plan.

Compensation expense (benefit) recorded in connection with the 2022 Stock Option Plan was $(3,000) and $34,000, for the three months ended June 30, 2026, and 2025, respectively, and $18,000 and $71,000, for the six months ended June 30, 2026, and 2025, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

The following table presents the activity of the Company’s outstanding common stock options for the six months ended June 30, 2026:


	Number of Options			Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Common stock options:
Balance outstanding at December 31, 2025		10,353,233		$	0.09		7.2	$	-
Granted		1,850,000		$	0.01		-	$	5
Forfeited		(495,250	)	$	0.07		-	$	-
Expired		(92,500	)	$	0.39		-	$	-
Balance outstanding at June 30, 2026		11,615,483		$	0.08		7.0	$	5
Exercisable at June 30, 2026		7,192,783		$	0.09		6.2	$	-
Unvested at June 30, 2026		4,422,700		$	0.05		8.3	$	5

During the six months ended June 30, 2026, 1,850,000 options were issued. During the six months ended June 30, 2025, 400,000 options were issued.

As of June 30, 2026, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $45,000 to be recognized through July 2027.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the six months ended June 30, 2026, and 2025:


	June 30, 2026			June 30, 2025

Expected life (years)	6.07 yrs			5.50 yrs
Expected volatility		413.98	%		449.00	%
Risk-free interest rate		3.99	%		4.40	%
Dividend yield		0.00	%		0.00	%
Expected forfeiture rate		0.00	%		0.00	%

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public companies' historical volatility, as the Company's common stock is quoted in the over-the-counter market on the OTCID Tier of the OTC Markets, Inc. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant.

Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company has elected to account for forfeitures as they occur.

NOTE 14 – FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation.

Fair Value Considerations

Financial instruments recognized in the consolidated balance sheets consist of cash, cash equivalents, restricted cash, accounts receivable, other liabilities and accounts payable. The Company believes that the carrying value of its current financial instruments approximates their fair value due to the short-term nature of these instruments. The carrying value of the Centre Lane Senior Secured Credit Facility approximates the fair value due to their nature and level of risk.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Assets Measured at Fair Value on a Non-Recurring Basis

The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. These assets include goodwill and intangible assets, net.

The below table shows the quantitative information for assets measured at fair value on a non-recurring basis:


	Quantitative Information About Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Rate (Weighted-Average Cost of Capital)
(in thousands)
Goodwill	$	6,999	Discounted cash flow	Discount rate	18.29%

Goodwill and Intangibles Assets

Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. An impairment exists when the carrying amount of a reporting unit exceeds its fair value. The Company estimates the fair value of its reporting units using an income approach (discounted cash flow method), which incorporates significant unobservable inputs and is therefore classified as a Level 3 fair value measurement.

During the year ended December 31, 2025, the Company performed a goodwill impairment assessment for the Ad Network, Owned & Operated, and Insights reporting units. Based on the assessment, the carrying amount of the Owned & Operated reporting unit exceeded its fair value, resulting in a goodwill impairment charge of approximately $786,000. No impairment was recognized for the Ad Network or Insights reporting units.

There was no triggering events requiring an interim impairment assessment, and no impairment charges were recognized during the six months ended June 30, 2026.

Centre Lane Senior Secured Credit Facility

The Company is required to perform an analysis of the change in each amendment to the Centre Lane Senior Secured Credit Facility to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value.

The Company calculates the present value of the cash flows under the terms of each new amendment and determines if it was substantially different by at least 10% from the present value of the remaining cash flow of the original debt instrument. Amendments Twenty-Three, Twenty-Four, Twenty-Five, and Twenty-Seven were considered modifications. For further information on modifications and extinguishments, see the amendments table within Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

NOTE 15 – COMMITMENTS AND CONTINGENCIES

Litigation

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation and regulatory matters when those matters present loss contingencies that are both probable and estimable. In such cases, there may be exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. If, at the time of evaluation, the loss contingency related to a litigation or regulatory matter is not both probable and estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and estimable. When a loss contingency related to a litigation or regulatory matter is deemed to be both probable and estimable, the Company will establish an accrued liability with respect to such loss contingency and record a corresponding amount of litigation-related expense. The Company will then continue to monitor the matter for further developments that could affect the amount of any such accrued liability.

Ladenburg

On July 11, 2023, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) filed an action against the Company for breach of contract in the United States District Court for the Southern District of Florida (the “District Court”), Case No. 9:23-cv-81019-AMC. Ladenburg alleges that it entered into an Investment Banking Agreement (the “Agreement”) with the Company on September 1, 2020. According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company and that the Company entered into a transaction during the term of the Agreement on which Ladenburg was due a fee. On March 26, 2026, the Company and Ladenburg entered into a binding settlement agreement and mutual release, pursuant to which the Company agreed to pay a total settlement amount of $950,000. The settlement amount was funded from the restricted cash collateral securing the appeal bond. Following settlement, approximately $994,000 of the remaining restricted cash collateral was applied to reduce the outstanding principal balance of the Twenty-First Amendment Term Loans with Centre Lane Partners, and the remaining restricted cash collateral was released and returned to Centre Lane Partners pursuant to the Twenty-Sixth Amendment to the Credit Agreement. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements. The Company recorded the effects of the settlement in its consolidated financial statements for the six months ended June 30, 2026, including a reduction of litigation-related accruals and the recognition of a net gain of approximately $1.1 million, which is reflected within legal fees in general and administrative expenses. As of June 30, 2026, the matter has been fully resolved, and the parties have released all claims related to the litigation.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Other Litigation

Other litigation is defined as smaller claims or litigation that are neither individually nor collectively material. It does not include lawsuits that relate to collections.

The Company is party to various other legal proceedings that arise in the ordinary course of business, separate from normal course accounts receivable collections matters. Due to the inherent difficulty of predicting the outcome of these other legal proceedings, the Company cannot predict the eventual outcome of these matters, and it is reasonably possible that some of them could be resolved unfavorably to the Company. As a result, it is possible that the Company’s results of operations or cash flows in a particular fiscal period could be materially affected by an unfavorable resolution of pending litigation or contingencies. The outcome is not determinable as of the issuance of these consolidated financial statements.

NOTE 16 – STOCKHOLDERS' DEFICIT

Preferred Stock

The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company’s board of directors has designated six series of preferred stock, consisting of:

10% Series A Convertible Preferred Stock;

10% Series B Convertible Preferred Stock;

10% Series C Convertible Preferred Stock;

10% Series D Convertible Preferred Stock;

10% Series E Convertible Preferred Stock; and

10% Series F Convertible Preferred Stock.

The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock.

Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include:

•

the shares have no voting rights, except as may be provided under Florida law;

•

the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears;

•

the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above;

•

the shares rank junior to the 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock;

•

in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $0.50 per share for the Series F-1, $0.50 per share for the Series F-2 and $0.40 per share for the Series F-3; and

•

the shares are not redeemable by the Company.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Other designations, rights and preferences of each series of preferred stock are identical, including:

•

shares do not have voting rights, except as may be permitted under Florida law;

•

shares are convertible into our common stock at the holder’s option on a one for one basis;

•

shares are entitled to a liquidation preference equal to a return of the capital invested; and

•

each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control.

Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

There were no shares of preferred stock issued or outstanding at June 30, 2026, and December 31, 2025.

At June 30, 2026, and December 31, 2025, there was an accrued unpaid preference dividend of $691,000 and $691,000, respectively. This amount is payable to the Company's former Chairman of the Board, Mr. Kip Speyer, and is included under other current liabilities in the consolidated balance sheets.

Common Stock

Shares of Common Stock under the 2022 Stock Option Plan

On April 14, 2022, the Board and the Compensation Committee of the Board adopted and approved the 2022 Stock Option Plan. The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of June 30, 2026, 10,884,517 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

During the three and six months ended June 30, 2026, the Company issued shares of our common stock as follows (in thousands, except share data):


	Three Months Ended June 30, 2026				Six Months Ended June 30, 2026

	Shares		Value		Shares		Value
Common stock issued to Centre Lane Partners		2,980,903	$	23		5,903,469	$	37
Shares of common stock issued, net		2,980,903	$	23		5,903,469	$	37

During the three and six months ended June 30, 2025, the Company issued shares of our common stock as follows (in thousands, except share data):


	Three Months Ended June 30, 2025				Six Months Ended June 30, 2025

	Shares		Value		Shares		Value
Common stock issued for options exercised		-	$	-		50,400	$	2
Shares of common stock issued, net		-	$	-		50,400	$	2

Treasury Stock

A total of 2,185,575 shares of the Company's common stock, with a value of approximately $220,000, are being held as Treasury Stock by the Company.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Warrants

At June 30, 2026, and December 31, 2025, we had 175,000 and 175,000 common stock warrants outstanding to purchase shares of our common stock, respectively, with an exercise price of $1.00 per share. Of the 175,000 common stock warrants outstanding at June 30, 2026, all 175,000 will expire in 2030.

No common stock warrants expired during the three and six months ended June 30, 2026. Approximately 1,025,000 common stock warrants expired during the three and six months ended June 30, 2025.

A summary of the Company’s warrants outstanding as of June 30, 2026, and December 31, 2025, is presented below.


June 30, 2026

Exercise Price		Number Outstanding		Gross Cash Proceeds (if exercised, in thousands)
$	1.00		175,000	$	175
			175,000	$	175


December 31, 2025

Exercise Price		Number Outstanding		Gross Cash Proceeds (if exercised, in thousands)
$	1.00		175,000	$	175
			175,000	$	175

NOTE 17 – LOSS PER SHARE

As of June 30, 2026, and 2025, there were 189,121,973 and 177,515,227 shares of common stock issued, respectively, and 186,936,398 and 175,965,052 shares of common stock outstanding, respectively. Outstanding shares as of June 30, 2026, and 2025, have been adjusted to reflect 2,185,575 and 1,550,175 treasury shares, respectively.

Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted-average number of common shares outstanding during the period.

Diluted loss per share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding, increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Conversion or exercise of the potential common shares is not reflected in diluted earnings per share unless the effect is dilutive. The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method, as applicable.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

The following tables reconcile actual basic and diluted earnings per share for the three and six months ended June 30, 2026, and 2025:


	Three Months Ended						Six Months Ended

	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
(in thousands, except share and per share data)
Numerator:
Net loss	$	(3,201	)	$	(4,081	)	$	(4,501	)	$	(7,312	)
Denominator:
Weighted-average common shares outstanding:
Basic		183,955,495			175,965,052			182,502,285			175,969,993
Diluted		183,955,495			175,965,052			182,502,285			175,969,993
Net loss per common share
Basic	$	(0.02	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Diluted	$	(0.02	)	$	(0.02	)	$	(0.02	)	$	(0.04	)

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and six months ended June 30, 2026, and 2025, were as follows:


	June 30, 2026		June 30, 2025

Shares unvested and subject to exercise of stock options		11,615,483		10,376,983
Shares subject to exercise of warrants		175,000		4,431,200

NOTE 18 – RELATED PARTIES

Centre Lane Partners

Centre Lane Partners has provided, and continues to provide, funding to assist the Company with its liquidity needs through the Centre Lane Senior Secured Credit Facility.

In connection with the Twenty-First Amendment, on December 26, 2024, the Company issued 5,001,991 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. In connection with the Twenty-Third Amendment, on September 30, 2025, the Company issued an additional 2,832,485 shares of common stock of the Company to Centre Lane Partners. In connection with the Twenty-Fourth Amendment, on December 31, 2025, the Company issued an additional 2,870,792 shares of common stock of the Company to Centre Lane Partners. In connection with the Twenty-Fifth Amendment, on March 31, 2026, the Company issued an additional 2,922,566 shares of the common stock, to Centre Lane Partners. In connection with the Twenty-Seventh Amendment, on June 30, 2026, the Company issued an additional 2,980,903 shares of the common stock, to Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners own approximately 14.1% and 14.3% of the Company’s outstanding common stock, respectively.

SEC rules define a related party as including (i) any director or executive officer of the Company, or any immediate family member thereof, (ii) any director nominee, or any immediate family member thereof, and (iii) a 5% or greater shareholder of the Company, or any immediate family member thereof. As a result, BV Agency, LLC, and Centre Lane Partners together are considered to be related parties of the Company. Through June 30, 2026, the Company has entered into 27 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $88.8 million and $86.1 million as of June 30, 2026, and December 31, 2025, respectively. See Note 10, Centre Lane Senior Secured Credit Facility, to the Company’s consolidated financial statements for details on this facility.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Preferred Stock

NOTE 19 – INCOME TAXES

The Company recorded a tax provision of $0 for the three and six months ended June 30, 2026, and 2025, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At June 30, 2026, and December 31, 2025, the Company had no unrecognized tax benefits or accrued interest and penalties recorded. No interest and penalties were recognized during the three and six months ended June 30, 2026, and 2025.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA introduces changes to U.S. tax policy, trade regulations, and federal spending priorities, including provisions such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act. We do not anticipate the OBBBA to have a significant impact to our consolidated financial statements.

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NOTE 20 – SALE OF MOM.COM DOMAIN NAME

In connection with the transaction, the Company obtained the consent of Centre Lane Partners, as administrative agent and collateral agent, and the lenders under the Centre Lane Senior Secured Credit Facility. Pursuant to the consent, the Company agreed to apply approximately $613,000 of the proceeds from the sale to prepay a portion of the First Out Term Loans outstanding under the Centre Lane Senior Secured Credit Facility. The prepayment was applied in full satisfaction of the amortization payment due on the First Out Term Loans on June 30, 2026. Further, the consent provided that all other amounts due under the Centre Lane Senior Secured Credit Facility on June 30, 2026, including the amortization payment due on the Second Out Loans, would be paid-in-kind instead of paid in cash. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

The Company completed the sale of the Mom.com domain name and related social media accounts during the three months ended June 30, 2026. Upon closing, the Company derecognized an immaterial carrying amount of the related website acquisition and IP/technology intangible assets, and recognized a gain on sale of approximately $1.1 million, representing the excess of the proceeds received over the carrying value of those assets and transaction costs. The gain is included within gain on sale of intangible assets in the accompanying consolidated statements of operations.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, and in the section "Cautionary Statement Regarding Forward-Looking Information", those discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and those discussed in any subsequent filing we made with the SEC.

Business Overview

Organization and Nature of Operations

Bright Mountain Media, Inc. (together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end marketing services company that helps brands with the right audiences, at the right time, with the right message, both effectively and efficiently by removing the middlemen in the marketing workflow. Our end-to-end offerings combine consumer insights with creative and media services, and advertising technology to deliver solutions to improve audience fidelity for brands. We focus on digital publishing, advertising technology, consumer insights, and creative and media services.

Digital Publishing

Advertising Technology

Our advertising technology division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, and in-app). Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers.

Consumer Insights

Our consumer insights division focuses on providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues. We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers. This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences. Our cutting-edge approach combines advanced data analytics and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative and Media Services

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The Company generates revenue through:

•

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;

•

fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");

•

provision of creative and media services to advertisers.

Recent Developments

Creative and Media Services Consolidation

During the second quarter of 2026, the Company consolidated the reporting of its creative services and media services divisions, which were previously presented as separate operating segments. Both divisions operate under the same legal entity (Deep Focus Agency, LLC) and brand (Deep Focus), and the Company determined that combined reporting more accurately reflects the integrated nature of these operations. As a result, financial reporting for the creative and media divisions are now presented on a combined basis, and the description of these divisions' activities is now also presented on a combined basis. This change in presentation does not affect the Company's total consolidated financial figures

Sale of Mom.com Domain Name

On June 10, 2026, the Company, through its wholly owned subsidiary, CL Media Holdings, LLC, entered into a Domain Name and Social Media Handles Purchase and Sale Agreement with Static Media, Inc., pursuant to which the Company sold the Mom.com domain name and related social media accounts to Static Media, Inc., for a purchase price of $1.1 million. The sale reflects the Company's intention to focus its attention on its core research, advertising, and technology operations rather than digital publishing, as in the Company's view its digital publishing activities were not aligned with its long-term strategic direction

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Key Factors Affecting Our Performance

Seasonal Fluctuations. Typically, advertising technology companies report a material portion of their revenues during the third and fourth calendar quarters as a result of back-to-school and holiday-related advertising spend. We continue to experience this trend in our advertising technology division. Because of seasonal fluctuations, there can be no assurance that the results of any quarter or full year will be indicative of results for future years or quarters.

Limited Number of Customers. During the six months ended June 30, 2026, three customers represented 46.2% of revenue. During the six months ended June 30, 2025, one customer represented 15.6% of revenue. The loss of these customers could have a material adverse impact on our results of operations in future periods.

Managing Industry Dynamics. We operate in the rapidly evolving digital advertising industry. Advances in programmatic advertising technologies, and the efficient and automated method of purchasing ads online, has enabled publishers to auction their ad inventory to more buyers simultaneously, in real time. As advertisers stay ahead of evolving trends in consumer engagement with digital media, an expansive opportunity for innovation emerges. Our commitment to understanding customer needs empowers us, and our continuous pursuit of innovation enables swift adaptation to industry shifts. This approach not only facilitates the development of cutting-edge solutions, but also does so in a cost-effective manner.

As regulatory concerns accelerate the impact on existing industry standards, companies are actively seeking new methods to finely tailor their messages to target audiences. Tech companies will be limited in how they monetize personal information for advertising purposes. This trend is exemplified by two imminent developments: (1) the anticipated erosion of Google's third-party cookies, and (2) the data security measures integrated into Apple iPhones. Consequently, companies must explore innovative methods to better understand their target audiences and have the tools to effectively engage with them.

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Key Operating and Financial Metrics

We monitor the following key financial and operational metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. The following is our analysis for the three and six months ended June 30, 2026, and 2025:


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
(in thousands)
Revenue	$	13,632		$	15,408		$	27,595		$	29,598
Cost of revenue		11,214			12,371			20,868			22,289
Gross margin		2,418			3,037			6,727			7,309
General and administrative expenses		3,603			4,021			6,169			8,545
Gain on sale of intangible assets		(1,094	)		-			(1,094	)		-
Income (loss) from operations		(91	)		(984	)		1,652			(1,236	)
Financing and other expense, net		(3,110	)		(3,097	)		(6,153	)		(6,076	)
Net loss	$	(3,201	)	$	(4,081	)	$	(4,501	)	$	(7,312	)

Adjusted EBITDA (1)	$	(190	)	$	(218	)	$	2,166		$	599

(1) - For a reconciliation of net loss to Adjusted EBITDA see "Use of Non-GAAP Financial Measures" below.

Revenue

The Company generates revenue through:

•

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;

•

fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");

•

provision of creative and media services to advertisers.

Revenue decreased by $1.8 million, or 12%, for the three months ended June 30, 2026, compared to the same period in 2025. Revenue decreased by $2 million, or 7%, for the six months ended June 30, 2026, compared to the same period in 2025. See below for a detailed analysis of revenue for the three and six months ended June 30, 2026, and 2025.

Cost of Revenue

Cost of revenue includes internal labor and payment to third parties for services performed to drive revenue, which includes the publisher cost paid for ad exchange on third party sites, advertising fees, personnel costs, technology and data related costs, fees paid for content creation, influencers, writers, and sales commission.

Cost of revenue decreased by $1.2 million, or 9%, for the three months ended June 30, 2026, compared to the same period in 2025. Cost of revenue decreased by $1.4 million, or 6%, for the six months ended June 30, 2026, compared to the same period in 2025. See below for a detailed analysis of cost of revenue for the three and six months ended June 30, 2026, and 2025.

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General and Administrative Expenses

General and administrative expenses consist primarily of (i) personnel and related costs for our executive, finance and accounting, human resources, and, administrative personnel, including salaries, benefits, bonuses, and stock-based compensation; (ii) legal, accounting, and other professional service fees; (iii) other corporate expenses; (iv) information technology costs; and (v) facility costs.

General and administrative expenses decreased by $418,000, or 10%, for the three months ended June 30, 2026, compared to the same period in 2025. General and administrative expenses decreased by $2.4 million, or 28% for the six months ended June 30, 2026, compared to the same period in 2025. See below for a detailed analysis of general and administrative expenses for the three and six months ended June 30, 2026, and 2025.

Results of Operations

The following is our analysis of the results of operations for the periods indicated below. This analysis should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Net loss for the quarter ended June 30, 2026 was $3.2 million, as compared to a net loss of $4.1 million, for the same period in 2025. The following is our analysis for the period:


	Three Months Ended June 30,
	2026			2025			Change
(in thousands)
Revenue	$	13,632		$	15,408		$	(1,776	)	-12	%
Cost of revenue		11,214			12,371			(1,157	)	-9	%
Gross margin		2,418			3,037			(619	)	-20	%
General and administrative expenses		3,603			4,021			(418	)	-10	%
Gain on sale of intangible assets		(1,094	)		-			(1,094	)	0	%
Loss from operations		(91	)		(984	)		893		-91	%
Financing and other expense, net		(3,110	)		(3,097	)		(13	)	0	%
Net loss	$	(3,201	)	$	(4,081	)	$	880		-22	%

Gross margin percentage		18	%		20	%				-2	%

Revenue

Revenue decreased by $1.8 million, or 12%, for the three months ended June 30, 2026, compared to the same period in 2025. The Company focuses on digital publishing, advertising technology, consumer insights, and creative and media services. Changes in revenue generated by each such division are set forth below:


	Three Months Ended June 30,
	2026		2025		Change
(in thousands)
Digital publishing	$	297	$	359	$	(62	)	-17	%
Advertising technology		6,430		5,115		1,315		26	%
Consumer insights		4,949		7,332		(2,383	)	-33	%
Creative and media services		1,956		2,602		(646	)	-25	%
Total revenue	$	13,632	$	15,408	$	(1,776	)	-12	%

Digital Publishing

Digital publishing revenue decreased by $62,000, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $297,000, or 2%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our digital publishing customers, compared to $359,000, or 2%, for the same period in 2025.

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Advertising Technology

Advertising technology revenue increased by $1.3 million, or 26%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $6.4 million, or 47%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our advertising technology customers compared to $5.1 million, or 33%, for the same period in 2025. This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn allowed us to onboard premium publishers. This led to an increase in volume, as well as rates and overall revenue.

Consumer Insights

Consumer insights revenue decreased by $2.4 million, or 33%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $4.9 million, or 36%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our consumer insights customers compared to $7.3 million, or 48%, for the same period in 2025. This decrease was driven by a decrease in contract value for certain larger tier revenue customers.

Creative and Media Services

Creative and media services revenue decreased by $646,000, or 25%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $2.0 million, or 14%, of the Company’s revenue for the three months ended June 30, 2026, was generated from our creative and media services customers compared to $2.6 million, or 17%, for the same period in 2025. This decrease was driven by a decrease in the number of projects for certain larger tier revenue customers.

Cost of Revenue


	Three Months Ended June 30,
	2026		2025		Change
(in thousands)
Direct salaries and labor costs	$	259	$	1,864	$	(1,605	)	-86	%
Direct project costs		3,331		4,911		(1,580	)	-32	%
Non-direct project costs		2,224		1,153		1,071		93	%
Publisher costs		4,748		3,700		1,048		28	%
Content creation		131		222		(91	)	-41	%
Sales commissions		286		316		(30	)	-9	%
Other		235		205		30		15	%
Total cost of revenue	$	11,214	$	12,371	$	(1,157	)	-9	%

Cost of revenue decreased by $1.2 million, or 9%, for the three months ended June 30, 2026, compared to the same period in 2025. This decrease was due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost decreased by $1.6 million, or 86%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $259,000, or 2%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of direct salaries and labor cost compared to $1.9 million, or 15%, for the same period in 2025. This decrease was primarily attributable to continued headcount reductions within our consumer insights and creative and media services divisions as part of our ongoing cost optimization initiatives. In connection with these workforce reductions, the Company increased its use of third-party consultants to support customer projects, with those costs included within direct project costs. These costs represent salary and labor cost of employees who work directly on customer projects for our consumer insights and creative and media services divisions.

Direct Project Cost

Direct project cost decreased by $1.6 million, or 32%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $3.3 million, or 30%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of direct project cost compared to $4.9 million, or 40%, during the same period in 2025. This decrease was primarily attributable to a reduction in customer contracts, partially offset by increased third-party consultant costs incurred to support customer projects following workforce reductions. These costs include payments made to third-parties that are directly attributable to the completion of projects that allow for revenue recognition for our consumer insights and creative and media services divisions.

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Non-Direct Project Cost

Non-direct project cost increased by $1.1 million, or 93%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $2.2 million, or 20%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of non-direct project cost compared to $1.2 million, or 9%, for the same period in 2025. This increase was primarily attributable to the Company's increased use of third-party contractors to support client service activities following workforce reductions. Contractor costs are included within both direct project cost and non-direct project cost depending on the nature of the services provided. These costs represent overall client service costs that are not specifically related to a particular project, but relate to services for our consumer insights and creative and media services divisions.

Publisher Cost

Publisher cost increased by $1.0 million, or 28%, for the three months ended June 30, 2026, compared to the same period in 2025. Approximately $4.7 million, or 42%, of the Company's cost of revenue for the three months ended June 30, 2026, was a result of publisher cost compared to $3.7 million, or 30%, for the same period in 2025. This increase is consistent with the increase noted in revenue from our advertising technology division. These costs represent payments to media providers and website publishers.

Gross Margin

Gross margin was approximately $2.4 million and $3.0 million for the three months ended June 30, 2026, and 2025, respectively. Our gross margin decreased $619,000, or 20%, for the three months ended June 30, 2026, compared to the same period of 2025. Gross margin as a percentage of revenue decreased to 18% for the three months ended June 30, 2026, compared to 20% for the same period of 2025.

General and Administrative Expenses


	Three Months Ended June 30,
	2026			2025			Change
(in thousands)
Personnel costs	$	1,519		$	1,820		$	(301	)	-17	%
Legal fees		104			202			(98	)	-49	%
Professional fees		868			824			44		5	%
Insurance		127			131			(4	)	-3	%
Depreciation		17			15			2		13	%
Amortization		450			485			(35	)	-7	%
Data processing		310			289			21		7	%
Other		208			255			(47	)	-18	%
Total general and administrative expense	$	3,603		$	4,021		$	(418	)	-10	%

Gross margin as a percentage of general and administrative expense		67	%		76	%

General and administrative expenses decreased by $418,000, or 10%, for the three months ended June 30, 2026, compared to the same period in 2025. The decrease was due to a combination of factors as discussed below:

Personnel Cost

Personnel cost decreased by $301,000, or 17%, for the three months ended June 30, 2026, compared to the same period in 2025. This change was mainly driven by a decrease in the Company's head count by a net change of 33 employees. The Company's employee headcount was 82 and 115 at June 30, 2026, and 2025, respectively.

Gain on Sale of Intangible Assets

During the three months ended June 30, 2026, Company recognized a gain on the sale of intangible assets of approximately $1.1 million, related to the sale of the Mom.com domain name and related social media accounts. The gain resulted from the proceeds received from the transaction exceeding the carrying value of the intangible assets sold. The transaction was completed on June 10, 2026. See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

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Financing Expense (Income)


	Three Months Ended June 30,
	2026			2025			Change
(in thousands)
Interest expense	$	3,234		$	3,141		$	93		3	%
Other expense (income)		(124	)		(44	)		(80	)	182	%
Total financing and other expense, net	$	3,110		$	3,097		$	13		0	%

Financing and other expense, net, increased slightly by $13,000 for the three months ended June 30, 2026, compared to the same period in 2025.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Net loss for the six months ended June 30, 2026 was $4.5 million, as compared to a net loss of $7.3 million, for the same period in 2025. The following is our analysis for the period:


	Six Months Ended June 30,
	2026			2025			Change
(in thousands)
Revenue	$	27,595		$	29,598		$	(2,003	)	-7	%
Cost of revenue		20,868			22,289			(1,421	)	-6	%
Gross margin		6,727			7,309			(582	)	-8	%
General and administrative expenses		6,169			8,545			(2,376	)	-28	%
Gain on sale of intangible assets		(1,094	)		-			(1,094	)	0	%
Income (loss) from operations		1,652			(1,236	)		2,888		-234	%
Financing and other expense, net		(6,153	)		(6,076	)		(77	)	1	%
Net loss	$	(4,501	)	$	(7,312	)	$	2,811		-38	%

Gross margin percentage		24	%		25	%				-1	%

Revenue

Revenue decreased by $2.0 million, or 7%, for the six months ended June 30, 2026, compared to the same period in 2025. The Company focuses on digital publishing, advertising technology, consumer insights, and creative and media services. Changes in revenue generated by each such division are set forth below:


	Six Months Ended June 30,
	2026		2025		Change
(in thousands)
Digital publishing	$	578	$	942	$	(364	)	-39	%
Advertising technology		13,070		9,347		3,723		40	%
Consumer insights		9,994		14,371		(4,377	)	-30	%
Creative and media services		3,953		4,938		(985	)	-20	%
Total revenue	$	27,595	$	29,598	$	(2,003	)	-7	%

Digital Publishing

Digital publishing revenue decreased by $364,000, or 39%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $578,000, or 2%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our digital publishing customers, compared to $942,000, or 3%, for the same period in 2025. This reduction was primarily due to macroeconomic factors, which reduced traffic to our website, coupled with an overall reduction in spending by some customers related to inflationary concerns.

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Advertising Technology

Advertising technology revenue increased by $3.7 million, or 40%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $13.1 million, or 47%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our advertising technology customers compared to $9.3 million, or 32%, for the same period in 2025. This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn allowed us to onboard premium publishers. This led to an increase in volume, as well as rates and overall revenue.

Consumer Insights

Consumer insights revenue decreased by $4.4 million, or 30%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $10.0 million, or 36%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our consumer insights customers compared to $14.4 million, or 49%, for the same period in 2025. This decrease was driven by a decrease in contract value for certain larger tier revenue customers.

Creative and Media Services

Creative and media services revenue decreased by $985,000, or 20%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $4.0 million, or 14%, of the Company’s revenue for the six months ended June 30, 2026, was generated from our creative and media services customers compared to $4.9 million, or 17%, for the same period in 2025. This decrease was driven by a decrease in the number of projects for certain larger tier revenue customers.

Cost of Revenue


	Six Months Ended June 30,
	2026		2025		Change
(in thousands)
Direct salaries and labor costs	$	630	$	3,677	$	(3,047	)	-83	%
Direct project costs		4,528		8,545		(4,017	)	-47	%
Non-direct project costs		4,652		2,152		2,500		116	%
Publisher costs		9,635		6,725		2,910		43	%
Content creation		273		401		(128	)	-32	%
Sales commissions		630		575		55		10	%
Other		520		214		306		143	%
Total cost of revenue	$	20,868	$	22,289	$	(1,421	)	-6	%

Cost of revenue decreased by $1.4 million, or 6%, for the six months ended June 30, 2026, compared to the same period in 2025. This decrease was due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost decreased by $3.0 million, or 83%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $630,000, or 3%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of direct salaries and labor cost compared to $3.7 million, or 16%, for the same period in 2025. This decrease was primarily attributable to continued headcount reductions within our consumer insights and creative and media services divisions as part of our ongoing cost optimization initiatives. In connection with these workforce reductions, the Company increased its use of third-party consultants to support customer projects, with those costs included within direct project costs. These costs represent salary and labor cost of employees who work directly on customer projects for our consumer insights and creative and media services divisions.

Direct Project Cost

Direct project cost decreased by $4.0 million, or 47%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $4.5 million, or 22%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of direct project cost compared to $8.5 million, or 38%, during the same period in 2025. This decrease was primarily attributable to a reduction in customer contracts, partially offset by increased third-party consultant costs incurred to support customer projects following workforce reductions. These costs include payments made to third-parties that are directly attributable to the completion of projects that allow for revenue recognition for our consumer insights and creative and media services divisions.

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Non-Direct Project Cost

Non-direct project cost increased by $2.5 million, or 116%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $4.7 million, or 22%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of non-direct project cost compared to $2.2 million, or 10%, for the same period in 2025. This increase was primarily attributable to the Company's increased use of third-party contractors to support client service activities following workforce reductions. Contractor costs are included within both direct project cost and non-direct project cost depending on the nature of the services provided. These costs represent overall client service costs that are not specifically related to a particular project, but relate to services for our consumer insights and creative and media services divisions.

Publisher Cost

Publisher cost increased by $2.9 million, or 43%, for the six months ended June 30, 2026, compared to the same period in 2025. Approximately $9.6 million, or 46%, of the Company's cost of revenue for the six months ended June 30, 2026, was a result of publisher cost compared to $6.7 million, or 30%, for the same period in 2025. This increase is consistent with the increase noted in revenue from our advertising technology division. These costs represent payments to media providers and website publishers.

Gross Margin

Gross margin was approximately $6.7 million and $7.3 million for the six months ended June 30, 2026, and 2025, respectively. Our gross margin decreased $582,000, or 8%, for the six months ended June 30, 2026, compared to the same period of 2025. Gross margin as a percentage of revenue decreased slightly to 24% for the six months ended June 30, 2026, compared to 25% for the same period of 2025.

General and Administrative Expenses


	Six Months Ended June 30,
	2026			2025			Change
(in thousands)
Personnel costs	$	3,174		$	3,648		$	(474	)	-13	%
Legal fees		(1,013	)		655			(1,668	)	-255	%
Professional fees		1,696			1,588			108		7	%
Insurance		262			262			-		0	%
Depreciation		34			28			6		21	%
Amortization		895			970			(75	)	-8	%
Data processing		691			922			(231	)	-25	%
Other		430			472			(42	)	-9	%
Total general and administrative expense	$	6,169		$	8,545		$	(2,376	)	-28	%

Gross margin as a percentage of general and administrative expense		109	%		86	%

General and administrative expenses decreased by $2.4 million, or 28%, for the six months ended June 30, 2026, compared to the same period in 2025. The decrease was due to a combination of factors as discussed below:

Personnel Cost

Personnel cost decreased by $474,000, or 13%, for the six months ended June 30, 2026, compared to the same period in 2025. This change was mainly driven by a decrease in the Company's head count by a net change of 33 employees. The Company's employee headcount was 82 and 115 at June 30, 2026 and 2025, respectively.

Legal Fees

Legal fees decreased by $1.7 million, or 255%, for the six months ended June 30, 2026, compared to the same period in 2025. This decrease was due largely to a $1.1 million gain related to a non-recurring settlement of litigation with Ladenburg. See Note 15, Commitments and Contingencies, to the consolidated financial statements.

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Professional Fees

Professional fees increased by $108,000, or 7%, for the six months ended June 30, 2026, compared to the same period in 2025. This increase was primarily driven by transaction-related professional fees associated with the sale of the Mom.com domain name and related social media accounts, completed during the second quarter of 2026. See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Data Processing

Data processing expenses decreased by $231,000, or 25%, for the six months ended June 30, 2026, compared to the same period in 2025. This decrease was related to a reclassification of certain components of software costs from website expenses to cost of revenue.

Gain on Sale of Intangible Assets

During the six months ended June 30, 2026, Company recognized a gain on the sale of intangible assets of approximately $1.1 million, related to the sale of the Mom.com domain name and related social media accounts. The gain resulted from the proceeds received from the transaction exceeding the carrying value of the intangible assets sold. The transaction was completed on June 10, 2026. See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Financing Expense (Income)


	Six Months Ended June 30,
	2026			2025			Change
(in thousands)
Interest expense	$	6,339		$	6,167		$	172		3	%
Other expense (income)		(186	)		(91	)		(95	)	104	%
Total financing and other expense, net	$	6,153		$	6,076		$	77		1	%

Financing and other expense, net, increased slightly by $77,000, or 1%, for the six months ended June 30, 2026, compared to the same period in 2025.

Use of 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 accounting principles generally accepted in the United States of America ("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 of the 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 operating 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.

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A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
(in thousands)
Net loss before income tax	$	(3,201	)	$	(4,081	)	$	(4,501	)	$	(7,312	)
Depreciation expense		17			15			34			28
Amortization of intangible assets		450			485			895			970
Gain on sale of intangible assets		(1,094	)		-			(1,094	)		-
Amortization of debt discount		486			556			946			1,189
Other interest expense		5			6			9			12
Interest expense - Centre Lane Senior Secured Credit Facility		2,743			2,579			5,384			4,966
EBITDA (loss)		(594	)		(440	)		1,673			(147	)
Stock compensation expense		(3	)		34			18			71
Non-recurring professional fees		100			20			100			261
Non-recurring legal fees		6			111			6			357
Non-recurring severance expense		301			57			369			57
Adjusted EBITDA (loss)	$	(190	)	$	(218	)	$	2,166		$	599

Liquidity and Capital Resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. The following table summarizes total current assets, total current liabilities, and net working capital (deficit) as of June 30, 2026, as compared to December 31, 2025:


	June 30, 2026			December 31, 2025
(in thousands)
Total current assets	$	16,250		$	20,689
Total current liabilities		115,250			116,231
Net working capital (deficit)	$	(99,000	)	$	(95,542	)

As of June 30, 2026, we had a cash balance of $1.0 million and no restricted cash, compared with a cash balance of $1.4 million and a restricted cash balance of $1.9 million as of December 31, 2025. The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed below. See "Going Concern" below.

Going Concern

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $184.8 million as of June 30, 2026. Cash flows provided by (used in) operating activities were $(483,000) and $1.2 million for the six months ended June 30, 2026, and 2025, respectively. As of June 30, 2026, the Company had a working capital deficit of approximately $99.0 million, inclusive of $1.0 million in cash and cash equivalents.

The Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, are not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial obligations and continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. During the next year, we anticipate that we will need approximately $88.9 million to meet our contractual obligations in addition to amounts needed for our working capital needs. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Facility, or raising equity capital. The ability to access the capital markets depends, in part, upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, and reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed.

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Financing Arrangement Summary

Centre Lane Senior Secured Credit Facility

On June 5, 2020, the Company and its subsidiaries entered into the Amended and Restated Senior Secured Credit Facility between themselves, the lenders party thereto and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), as amended (the “Credit Agreement”). The Credit Agreement has been amended numerous times to change the terms, including the amounts outstanding, the interest rate, the maturity date and other payment terms.

As of June 30, 2026, in addition to the acquisition financing provided to the Company effective June 1, 2020, Centre Lane Partners had loaned the Company an additional $39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations.

•

Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the Last Out Loans), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026, to December 20, 2026;

•

Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate (“SOFR”) plus 3% and the Second Out loans cash interest rate to 2%;

•

Changing the First Out Loans cash interest rate to the Term SOFR plus 2%;

•

Changing the Third Out Loans PIK rate to 15%;

•

Adjusting the amortization of the First Out Loans such that an installment of $700,000 was paid on March 31, 2025, and quarterly installments of $575,000 are paid thereafter until maturity.

•

Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;

•

Incurring an amendment fee equal to 25 basis points of the First Out Loans, approximately $8,000, which was added to the principal balance of the First Out Loans as of September 30, 2025;

•

Converting the Second Out Loans cash interest due on September 30, 2025, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026;

•

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•

Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026.

•

Converting the Second Out Loans cash interest due on March 31, 2026, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on March 31, 2026, to the maturity date of the Second Out Loans, which is December 20, 2026.

•

Converting the Second Out Loans cash interest due on June 30, 2026, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on June 30, 2026, to the maturity date of the Second Out Loans, which is December 20, 2026.

•

For a full description of the Centre Lane Senior Secured Credit Facility, see Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

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Summary of Cash Flows

The following table summarizes cash flow activities during the six months ended June 30, 2026, and 2025:


	Six Months Ended June 30,
	2026			2025
(in thousands)
Net cash provided by (used in) operating activities	$	(483	)	$	1,234
Net cash provided by (used in) investing activities		1,013			(49	)
Net cash used in financing activities		(2,733	)		(2,051	)
Net decrease in cash and cash equivalents, net of impact of exchange rates	$	(2,203	)	$	(868	)

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Operating Activities

Our largest source of operating cash is cash collections from customers from revenue. Our primary uses of our operating cash, are for cost of revenue expenses, personnel-related expenditures and other general administrative expenses.

For the six months ended June 30, 2026, cash used in operating activities was $483,000. The primary factors affecting our operating cash flows during the period were our net loss of $4.5 million, adjusted for non-cash charges of $895,000 for amortization of intangible assets, $946,000 of amortization of debt discount, $5.3 million in interest paid-in-kind on the Centre Lane Senior Secured Credit Facility, $1.1 million of a gain on the sale of intangible assets, and a $2.2 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $4.6 million decrease in accounts payable and accrued expenses and a $2.0 million decrease in other liabilities, partially offset by a $2.1 million increase in deferred revenue and a $2.1 million decrease in accounts receivable.

For the six months ended June 30, 2025, cash provided by operating activities was $1.2 million. The primary factors affecting our operating cash flows during the period were our net loss of $7.3 million, adjusted for non-cash charges of $970,000 for amortization of intangible assets, $1.2 million of amortization of debt discount, $4.5 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, and a $1.7 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $3.7 million increase in deferred revenue, a $904,000 decrease in accounts receivable, partially offset by a $2.0 million decrease in other liabilities.

Investing Activities

For the six months ended June 30, 2026, cash provided by investing activities was $1.0 million, which was primarily attributable to the proceeds from the sale of the Mom.com domain name. See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

For the six months ended June 30, 2025, cash used in investing activities was $49,000, attributable to the purchase of property and equipment.

Financing Activities

For the six months ended June 30, 2026, cash used in financing activities was $2.7 million, which was primarily attributable to repayments of principal on the Centre Lane Senior Secured Credit Facility.

For the six months ended June 30, 2025, cash used in financing activities was $2.1 million, which was primarily attributable to repayments of principal on the Centre Lane Senior Secured Credit Facility.

Contractual Obligations and Commitments

There were no other material changes in our contractual obligations and commitments from those disclosed above in Note 10, Centre Lane Senior Secured Credit Facility, and Note 11, Leases, to the consolidated financial statements, and in the Annual Report on Form 10-K for the year ended December 31, 2025.

Off-Balance Sheet Arrangements

As of June 30, 2026, and December 31, 2025, there were no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our unaudited consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our unaudited consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.

Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, the determination of the relative selling prices of our services, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, the valuation of the Centre Lane Senior Secured Facility to determine whether a debt modification or extinguishment has occurred, and the valuation allowance on deferred tax assets.

Critical accounting policies are those policies that management believes are very important to the portrayal of our financial position and results of operations, and that require management to make estimates that are difficult, subjective or otherwise complex. For further information on all of our significant accounting policies, see the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

Recent accounting pronouncements are detailed in the “Summary of Significant Accounting Policies” in Note 2 to our unaudited consolidated financial statements.

Smaller Reporting Company Status

We are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company even though we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company as defined in Rule 12b-2 of the Exchange Act, we are not required to include information otherwise required by this Item 3 to Form 10-Q.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The purpose of disclosure controls is to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The Company’s management, with the participation of the Company’s Chief Executive Officer (its principal executive officer) and Chief Financial Officer (its principal financial officer), have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were effective.

Our senior management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

As the Company continues to improve its accounting processes, management has implemented, and continues to implement, a series of measures designed to strengthen the Company's control environment, risk assessment processes, and control activities. The Company updated its information technology general controls ("ITGC") risk assessment to better evaluate risks affecting the reliability, integrity, security, and confidentiality of the Company's information systems and underlying financial data.

The Company implemented the compliance model within Floqast to formalize identification, documentation, and monitoring of key internal controls. Through this initiative, management developed a comprehensive key control matrix that documents key controls related to significant financial statement areas, including revenue recognition, cost of sales, equity transactions, and other material account balances and disclosures. This framework enhances management's ability to evaluate internal control design, monitor operating effectiveness, and maintain clear documentation supporting financial reporting controls.

To improve timeliness and consistency of financial reporting, the Company optimized its month-end close process by enhancing cross-departmental coordination, automating key reconciliation and reporting activities, and reducing reliance on manual processes. These improvements have shortened the monthly close timeline and strengthened management review controls over financial results. The Company implemented a new accounting system, Microsoft Dynamics 365 Business Central ("Business Central"), to enhance the efficiency, accuracy, and integration of financial data across departments. The implementation of this system supports improved segregation of duties, system-based controls, audit trail functionality, and more consistent application of accounting policies, further strengthening internal controls over financial reporting. Management believes these remediation efforts have materially improved the design and execution of the Company's internal control framework. The Company will continue to monitor the effectiveness of these controls and pursue additional enhancements as necessary to ensure a sustainable and effective control environment.

Based on the Company's continued improvements in its accounting processes described above, the Company's Chief Executive Officer and Chief Financial Officer evaluated our internal controls and concluded that as of June 30, 2026 , they were effective, and that our consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent, in all material respects, our financial condition and results of operations as of and for the quarter ended June 30, 2026.

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Changes in Internal Control over Financial Reporting

Other than the matters set forth above, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings and claims arising in the ordinary course of business, including but not limited to, disputes in the areas of contracts, data protection, content regulation, intellectual property, consumer protection, e-commerce, marketing, advertising, rights of publicity, health and safety, employment and labor, competition, and taxation. We record a liability when we believe that it is probable that we will incur a loss, and the amount of that loss can be reasonably estimated.

Ladenburg

Other Litigation

Other litigation is defined as smaller claims or litigation that are neither individually nor collectively material. It does not include lawsuits that relate to collections.

Item 1A. Risk Factors.

For the period ended June 30, 2026, one customer represented 16.2% of our total accounts receivable balance, and another customer represented 10.4% of that balance. Inability to collect these amounts could have a material adverse impact on our operations.

Beyond this, there have been no other material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In connection with the Twenty-Seventh Amendment to Amended and Restated Senior Secured Credit Agreement by and among the Company, its subsidiaries, Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”), and the lenders thereto, and as consideration therefor, the Company agreed to issue 2,980,903 shares of the common stock of the Company, par value $0.01 per share, to Centre Lane Partners. The issuance of these securities was effected without registration in reliance on Section 4(a)(2) of the Securities Act as a sale by the Company not involving a public offering. No underwriters were involved with the issuance of such securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.


		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith

10.1	Twenty-Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated May 21, 2026				X

10.2	CLP Consent, dated June 10, 2026	8-K	June 16, 2026	10.1

10.3	Twenty-Seventh Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 30, 2026				X

10.4	Annex A to the Credit Agreement, dated June 30, 2026				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 pursuant to Section 1350				X

32.2*	Certification of the Principal Financial Officer pursuant to Section 1350				X

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document				X

101.SCH	Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents				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.

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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 thereunto duly authorized.


	BRIGHT MOUNTAIN MEDIA, INC.

August 6, 2026	By:	/s/ Matthew Drinkwater
		Matthew Drinkwater,
		Interim Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)


August 6, 2026	By:	/s/ Ari Olgun
		Ari Olgun,
		Chief Financial Officer
		(Principal Financial and Accounting Officer)