8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

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CURRENT

REPORT

Pursuant

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

Dateof Report (Date of earliest event reported) November 14, 2022

BrightMountain Media, Inc.

(Exactname of registrant as specified in its charter)

Florida	000-54887	27-2977890
(Stateor other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRSEmployer<br><br> <br>Identification No.)
6400Congress Avenue, Suite 2050<br><br> <br>Boca Raton, Florida	33487
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(Address of principal executive offices)	(Zip Code)

Registrant’s

telephone number, including area code: 561-998-2440

Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $.001	BMTM	OTCMKTS

Indicateby check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerginggrowth company ☐

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Ifan emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02	Results of Operations and Financial Conditions

On November 14, 2022, Bright Mountain Media, Inc, Inc. (the “Company”) issued a press release announcing earnings and other financial results for its third quarter ended September 30, 2022.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

The Company makes reference to certain non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and reasons for why the Company believes these non-GAAP financial measures are useful are contained in the attached press release.

Item 9.01	Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit<br> No.	Description
Exhibit<br> 99.1	Press Release Issued November 14, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 14, 2022

Bright Mountain Media, Inc.

(Registrant)
By:	/s/ Miriam Martinez
	Miriam Martinez
	Chief Financial Officer

Exhibit99.1

BrightMountain Media, Inc Announces Third Quarter Financial Results

Successfulthird quarter coupled with revenue growth

■	Revenue increased 38% to $5.2 million compared to the third quarter 2021.

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■	Gross margin was $2.1 million growing 2% as compared to the third quarter 2021.

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■	Net loss of $1.9 million improved 34% as compared to a net loss of $2.9 million in 2021.

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■	Adjusted EBITDA loss was $509,000 as compared to a loss of $490,000 in the third quarter of 2021.

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BocaRaton, FL, November 14, 2022 — Bright Mountain Media, Inc. (OTCQB: BMTM) (“Bright Mountain” or the “Company”), an end-to-end digital media and advertising services platform**,** today announced its unaudited financial results for the quarter ended September 30, 2022.

Matt Drinkwater, Chief Executive Officer of Bright Mountain Media, Inc., stated, “despite macro-economic signals that could impact advertising budgets, we continue to execute on our strategy and plan. I am thrilled that our team has delivered another stellar quarter. We monitor risks to our business and don’t guarantee immunity from such forces, however, we believe our plan to build a diverse portfolio of digital assets helps us withstand shifts in any one segment”.

In the third quarter, our Publishing division saw strong demand from advertisers promoting their back-to-school initiatives. One reason we love the “parenting” vertical is that our audience of household purchase decision makers have consumer staple products they need for the family. These purchases have to happen in a family, even if shifting from a premium to a value brand, for example. We have less exposure to consumer discretionary advertising categories and that proved out in the third quarter.

Looking ahead, “we see strong momentum in our Technology division that we believe will carry us through the fourth quarter. We have several initiatives and announcements planned as we bolster our Technology division, which is a complement to our Publishing division. We have seen strong and growing demand for CTV inventory and our Technology continues to perform very well for CTV publishers.”

FinancialResults for the Three Months Ended September 30, 2022

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■	Revenue<br> for the three months ended September 30, 2022, was $5.2 million, an increase of $1.4<br> million or 38% when compared to $3.8 million for the same period in 2021.
■	Gross<br> margin was $2.1 million, an increase of 2%, as compared to $2.1 million in the same<br> period of 2021.
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■	General<br> and administrative expense was $3.3 million, a reduction of 28% compared to $4.6 million<br> in the same period of 2021.
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■	Net<br> loss was $1.9 million, compared to $2.9 million loss in the same period of 2021.
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FinancialResults for the Nine Months Ended September 30, 2022

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■	Revenue<br> for the nine months ended September 30, 2022, was $14.4 million, an increase of $5.8<br> million or 67% when compared to $8.6 million for the same period in 2021.
■	Gross<br> margin was $6.7 million, an increase of 64%, as compared to $4.1 million in the same<br> period of 2021.
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■	General<br> and administrative expense was $10.6 million, a reduction of 22% compared to $13.6 million<br> in the same period of 2021.
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■	Net<br> loss was $5.2 million, compared to $9.1 million loss in the same period of 2021.
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AboutBright Mountain Media

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

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Forward-LookingStatements for Bright Mountain Media, Inc.

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes,” and similar words. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of our ability to successfully integrate acquisitions., and the realization of any expected benefits from such acquisitions You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in Bright Mountain Media, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission (“SEC”) on June 13, 2022 and our other filings with the SEC. Bright Mountain Media, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.

Contact:

Barwicki Investor Relations, Inc.

516-662-9461

Andrew J. Barwicki

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BRIGHTMOUNTAIN MEDIA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(unaudited)(in thousands, except share and per share figures)

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	Three<br> Months Ended						Nine<br> Months Ended
	September<br> 30, <br><br> 2022			September<br> 30, <br><br> 2021			September<br> 30, <br><br> 2021			September<br> 30, <br><br> 2022
Revenue	$	5,244		$	3,805		$	14,420		$	8,638
Cost of revenue		3,098			1,708			7,726			4,568
Gross margin		2,146			2,097			6,694			4,070
General<br> and administrative expenses		3,323			4,635			10,616			13,643
Loss<br> from operations		(1,177	)		(2,538	)		(3,922	)		(9,573	)
Financing income (expense)
Gain on<br> forgiveness of PPP loan		—			465			1,137			2,172
Other<br> (expense) income		18			(54	)		58			(15	)
Interest<br> expense - Centre Lane Senior Secured Credit Facility- related party		(744	)		(755	)		(2,468	)		(1,318	)
Interest<br> expense - Convertible Promissory Notes - related party		(6	)		(6	)		(17	)		(17	)
Other<br> interest expense		(9	)		(1	)		(10	)		(336	)
Total<br> financing income (expense)		(741	)		(351	)		(1,300	)		486
Net loss before income tax		(1,918	)		(2,889	)		(5,222	)		(9,087	)
Income<br> tax provision (benefit)		—			—			—			—
Net loss		(1,918	)		(2,889	)		(5,222	)		(9,087	)
Dividends
Common<br> stock deemed dividends		—			(212	)		—			(212	)
Preferred<br> stock dividends		(1	)		(62	)		(3	)		(241	)
Net loss attributable to common<br> shareholders	$	(1,919	)	$	(3,163	)	$	(5,225	)	$	(9,540	)
Other<br> comprehensive income (loss)		37			93			54			(21	)
Comprehensive<br> loss	$	(1,882	)	$	(3,070	)	$	(5,171	)	$	(9,561	)
Net<br> loss per common shares:
Basic<br> and diluted	$	(0.01	)	$	(0.03	)	$	(0.04	)	$	(0.08	)
Weighted-average<br> common shares outstanding:
Basic<br> and diluted		149,159,461			125,744,703			149,140,312			121,718,466

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BRIGHTMOUNTAIN MEDIA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share figures)

			December 31, 2021*
ASSETS
Current<br> Assets
Cash<br> and cash equivalents	412		$	781
Accounts<br> receivable, net	3,904			3,550
Prepaid<br> expenses and other current assets	769			926
Total<br> Current Assets	5,085			5,257
Property<br> and equipment, net	37			65
Intangible<br> assets, net	4,896			6,069
Goodwill	19,645			19,645
Operating<br> lease right-of-use asset	381			—
Other<br> assets	240			528
Total<br> Assets	30,284		$	31,564
LIABILITIES<br> AND SHAREHOLDERS’ DEFICIT
Current<br> Liabilities
Accounts<br> payable and accrued expenses	9,968		$	10,967
Other<br> liabilities	2,144			1,598
Interest<br> Payable - 10% Convertible Promissory Notes - related party	29			23
Interest<br> payable - Centre Lane Senior Secured Credit Facility - related party	1,855			617
Deferred<br> revenue	996			1,162
PPP<br> loan	—			1,137
Note<br> payable – BMLLC acquisition debt	—			250
Note<br> payable – Centre Lane Senior Secured Credit Facility – related party (current portion)	2,832			7,316
Total<br> Current Liabilities	17,824			23,070
Note<br> payable – Centre Lane Senior Secured Credit Facility – net of discount, related party	23,582			15,164
Note<br> Payable – 10% Convertible Promissory Notes, net of discount, related party	64			54
Operating<br> lease liability	333			—
Total<br> Liabilities	41,803			38,288
Commitments<br> and contingencies
Shareholders’<br> Deficit
Convertible<br> preferred stock, par value 0.01, 20,000,000 shares authorized:	—			—
Series<br> A-1, 2,000,000 shares designated, no shares issued and outstanding at September 30, 2022 and December 31, 2021	—			—
Series<br> B-1, 6,000,000 shares designated, no shares issued and outstanding at September 30, 2022 and December 31, 2021	—			—
Series<br> E, 2,500,000 shares designated, issued and outstanding at September 30, 2022 and December 31, 2021, respectively	1			1
Series<br> F, 4,344,017 shares designated, issued and outstanding at September 30, 2022 and December 31, 2021, respectively	—			—
Common<br> stock, par value 0.01, 324,000,000 shares authorized, 149,984,636 and 149,810,383 issued and 149,159,461 and 148,985,208 outstanding<br> at September 30, 2022 and December 31, 2021, respectively	1,500			1,498
Treasury<br> stock, at cost; 825,175 shares at September 30, 2022 and December 31, 2021	(220	)		(220	)
Additional<br> paid-in capital	98,500			98,129
Accumulated<br> deficit	(111,366	)		(106,144	)
Accumulated<br> other comprehensive income	66			12
Total<br> shareholder’s deficit	(11,519	)		(6,724	)
Total<br> liabilities and shareholders’ deficit	30,284		$	31,564

All values are in US Dollars.

*Derived from audited condensed financial statements.

BRIGHTMOUNTAIN MEDIA, INC.RECONCILIATION OF NET LOSS TO NON-GAAP EBITDA AND ADJUSTED EBITDA (in thousands)

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Non-GAAPFinancial Measure

We report adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is one of the primary metrics by which we evaluate the performance of our business, on which our internal budgets are based. We believe that investors have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and description of the reconciling items, including quantifying such items to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure.

We believe this measure is useful for analysts and investors as this measure allows a more meaningful year-to-year comparison of our performance. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole. Certain items are excluded from adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, adjusted EBITDA corresponds more closely to the cash operating income/loss generated from our business. Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations and comprehensive loss of certain expenses. As a result, you should not consider these in isolation or as a substitute for analysis of our results as reported under GAAP, including net loss, which we consider to be the most directly comparable GAAP financial measure. Some of these limitations are:

■	although<br> depreciation is a non-cash charge, the assets being depreciated may have to be replaced in<br> the future, and neither EBITDA nor Adjusted EBITDA reflect cash capital expenditure requirements<br> for such replacements or for new capital expenditure
■	EBITDA<br> and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital<br> needs; and
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■	EBITDA<br> and Adjusted EBITDA do not reflect tax payments that may represent a reduction in cash available.
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BRIGHTMOUNTAIN MEDIA, INC.RECONCILIATION OF NET LOSS TO NON-GAAP EBITDA AND ADJUSTED EBITDA (in thousands)

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

	Three<br> Months Ended<br><br> September 30,						Nine<br> Months Ended<br><br> September 30,
	2022			2021			2022			2021
Net<br> loss before tax plus:	$	(1,918	)	$	(2,889	)	$	(5,222	)	$	(9,087	)
Depreciation<br> expense		12			12			24			46
Amortization<br> expense		387			396			1,173			1,189
Amortization<br> of debt discount		314			238			923			384
Other<br> interest expense		11			3			17			343
Interest<br> expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes - related party		433			520			1,555			945
EBITDA		(761	)		(1,720	)		(1,530	)		(6,180	)
Stock<br> compensation expense		38			100			214			399
Nonrecurring<br> professional fees		350			903			657			1,063
Bad<br> debt expense (recovery)		(136	)		223			87			82
Non-restructuring<br> severance expense		—			4			30			—
Adjusted<br> EBITDA	$	(509	)	$	(490	)	$	(542	)	$	(4,636	)