BMTM 8-K
Bright Mountain Media, Inc. (BMTM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2026, Bright Mountain Media, Inc., a Florida corporation (the “Company”), through its wholly owned subsidiary, CL Media Holdings LLC, a Delaware limited liability company (“CL Media”), entered into that certain Domain Name and Social Media Handles Purchase and Sale Agreement with Static Media, Inc. (“Static”), pursuant to which the Company sold, assigned, transferred, conveyed, and delivered to Static all right, title, and interest in and to the domain name “www.mom.com” (the “Domain Name”) and certain social media accounts related to the Domain Name for a purchase price of $1.1 million (the “Domain Name Sale”).
In connection with the closing of the Domain Name Sale, the Company was required to obtain the consent (the “CLP Consent”) of Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) and the Lenders (as defined below) to the Domain Name Sale pursuant to that certain Amended and Restated Senior Secured Credit Agreement among the Company, the Company’s subsidiaries—CL Media, Bright Mountain LLC, MediaHouse, Inc., Deep Focus Agency LLC, and BV Insights LLC—the lenders party thereto (the “Lenders”), and Centre Lane Partners, as Administrative Agent and Collateral Agent, dated June 5, 2020, as amended (the “Credit Agreement”).
In addition to the consent of Centre Lane Partners and the Lenders to the Domain Name Sale, the CLP Consent included certain amendments to the Credit Agreement, including the following:
Aside from the foregoing, the CLP Consent did not amend or otherwise alter any other terms of the Credit Agreement. The terms and conditions of the CLP Consent are qualified in their entirety by reference to the CLP Consent, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Bright Mountain Media, Inc. |
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Date: |
June 16, 2026 |
By: |
/s/ Ari Olgun |
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Ari Olgun |
EXHIBIT 10.1
EXECUTION VERSION
CONSENT LETTER
June 10, 2026
CL Media Holdings
6400 Congress Ave., Suite 2050 Boca Raton, FL 33487 Attention: Matthew Drinkwater
Re: Centre Lane Partners Master Credit Fund II, L.P., Syndicated Credit Facility for CL Media Holdings LLC, et al.
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Senior Secured Credit Agreement, dated as of June 5, 2020 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”), by and among CL Media Holdings LLC, a Delaware limited liability company (the “Borrower”), Bright Mountain Media, Inc., a Florida corporation (“Parent”), Bright Mountain, LLC, a Florida limited liability company “BM LLC”), Mediahouse, Inc., a Florida Corporation (“Media House”), Deep Focus Agency, LLC (f/k/a Big-Village Agency LLC), a Florida limited liability company (“DFA”), BV Insights LLC, a Florida limited liability company (“BVI” and, collectively with BM LLC, Media House and DFA, the “Guarantors”), the Lenders (as defined in the Credit Agreement), and Centre Lane Partners Master Credit Fund II, L.P., as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent (in such capacity, the “Collateral Agent”) for the Lenders under the Credit Agreement. Capitalized terms used in this consent letter (this “Consent Letter”) and defined in the Credit Agreement, but not otherwise defined herein, shall have the meanings given such terms in the Credit Agreement.
The Borrower has notified the Administrative Agent and the Lenders that the Borrower plans to consummate the Disposition of the Domain Name and Handles (as defined in the Mom.com Purchase Agreement, as hereinafter defined) to Static Media, Inc. (the “Buyer”) (such Disposition, the “Mom.com Disposition”), resulting in the receipt of Net Cash Proceeds by the Borrower in an aggregate amount equal to One Million One Hundred Thousand Dollars ($1,100,000), pursuant to the terms of that certain Domain Name and Social Media Handles Purchase and Sale Agreement, dated on or about June 10, 2026, by and among the Buyer and the Borrower (the “Mom.com Purchase Agreement”).
Section 7.05 (Dispositions) of the Credit Agreement prohibits, among other things, the Mom.com Disposition. The Borrower has requested that the Administrative Agent and the Lenders consent to the Mom.com Disposition. In consideration of the premises and the agreements, provisions and covenants contained herein, the Administrative Agent and the undersigned Required Lenders hereby consent to the Mom.com Disposition.
The foregoing consent shall be subject to the following conditions:
Except as otherwise expressly specified in this Consent Letter, the Credit Agreement shall remain in full force and effect and shall be unaffected hereby. This Consent Letter (a) is a Loan Document pursuant to the Credit Agreement, (b) is not intended to, nor shall it, establish any course of dealing among the Borrower, the Administrative Agent and the Lenders that is inconsistent with the express terms of the Credit Agreement, and (c) shall not operate as a waiver or amendment of any other right, power or remedy of the Administrative Agent and the Lenders under the Credit Agreement or constitute a continuing consent of any kind.
The consent requested hereunder by the Borrower and granted by the Administrative Agent and the Required Lenders relates solely to the items set forth in this Consent Letter. No further consent has been requested or granted. This Consent Letter shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[Remainder of page intentionally left blank.]
This Consent Letter shall not be effective until (a) it has been executed by the Required Lenders, and (b) the Borrower and each Guarantor have executed the attached Acknowledgment and Acceptance. This Consent Letter may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.
Very yours truly,
ADMINISTRATIVE AGENT & COLLATERAL AGENT:
CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P.,
as Administrative Agent and Collateral Agent
By: /s/ Upacala Mapatuna
Name: Upacala Mapatuna
Title: Managing Director
[Signature Page to Consent Letter]
LENDERS: CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P.
By: /s/ Upacala Mapatuna
Name: Upacala Mapatuna Title: Managing Director
CENTRE LANE PARTNERS MASTER CREDIT FUND II-A, L.P.
By: /s/ Upacala Mapatuna
Name: Upacala Mapatuna Title: Managing Director
CENTRE LANE CREDIT PARTNERS II-B, LP
By: /s/ Upacala Mapatuna
Name: Upacala Mapatuna Title: Managing Director
BV AGENCY, LLC
By: /s/ Upacala Mapatuna
Name: Upacala Mapatuna Title: Authorized Signatory
[Signature Page to Consent Letter]
ACKNOWLEDGMENT AND ACCEPTANCE
Each of the undersigned hereby acknowledges and accepts the terms of the foregoing Consent Letter dated as of June 10, 2026. Each of the undersigned further certifies that the following statements are true as of the date hereof: (a) the representations and warranties contained in each of the Loan Documents are correct in all material respects as though made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier date; (b) after giving effect to the terms of the Consent Letter, no event has occurred and is continuing that constitutes a Default or Event of Default; and (c) the undersigned does not have any claim or offset against, or defense or counterclaim to, any obligation or liability of any of the undersigned under the Credit Agreement or any other Loan Document.
[Remainder of page intentionally left blank.]
This Acknowledgment and Acceptance is executed by the undersigned as of the date first written above.
BORROWER:
CL MEDIA HOLDINGS LLC
By: /s/ Matthew Drinkwater
Matthew Drinkwater
Chief Executive Officer
PARENT:
BRIGHT MOUNTAIN MEDIA, INC.
By: /s/ Matthew Drinkwater
Matthew Drinkwater Chief Executive Officer
GUARANTORS:
BRIGHT MOUNTAIN, LLC MEDIAHOUSE, INC.
DEEP FOCUS AGENCY LLC
BV INSIGHTS LLC
By: /s/ Matthew Drinkwater
Matthew Drinkwater Chief Executive Officer
[Signature Page to Acknowledgment and Acceptance]