BMTM 8-K/A
Bright Mountain Media, Inc. (BMTM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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Explanatory Note
Item 4.01. Changes in Company’s Certifying Accountant
Dismissal of WithumSmith+Brown, PC
On September 21, 2026, Bright Mountain Media, Inc. (the “Company”) notified WithumSmith+Brown, PC (“Withum”) that it will no longer be retaining Withum as its independent registered public accounting firm to audit the Company’s financial statements, effective immediately. The dismissal of Withum was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).
Withum’s audit report on the Company’s financial statements for each of the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles except that each of such reports contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years and the subsequent interim periods through September 21, 2026, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to that Item) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Withum would have caused it to make reference to the subject matter of the disagreement in connection with its report, or (ii) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
In accordance with Item 304(a)(3) of Regulation S-K under the Securities Exchange Act of 1934, as amended, the Company provided Withum with a copy of the disclosures set forth in this Item 4.01 no later than the day the Original Form 8-K was filed with the SEC, and requested that Withum furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of Withum’s letter, dated September 24, 2026, is filed as Exhibit 16.1 to this Amendment.
Engagement of Grassi & Co., Certified Public Accountants, P.C.
On September 17, 2026, the Company engaged Grassi & Co., Certified Public Accountants, P.C. (“Grassi”) as its new independent registered public accounting firm to audit the Company’s financial statements for the quarter ending September 30, 2026 and the fiscal year ending December 31, 2026. The engagement of Grassi was approved by the Audit Committee.
During the Company’s two most recent fiscal years and the subsequent interim period through September 17, 2026, neither the Company nor anyone on its behalf consulted with Grassi regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to that Item) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 16.1 | Letter from WithumSmith+Brown, PC to the U.S. Securities and Exchange Commission dated September 24, 2026 | |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Bright Mountain Media, Inc. | ||
| Date: September 29, 2026 | By: | /s/ Ari Olgun |
| Ari Olgun | ||
| Chief Financial Officer | ||
Exhibit 16.1
September 24, 2026
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read the statements included under Item 4.01 of the Form 8-K dated September 23, 2026 and filed by our former client, Bright Mountain Media, Inc. We agree with the statements concerning our Firm contained in Item 4.01 of such Form 8-K. We are not in a position to agree or disagree with other statements contained therein.
Very truly yours,
WithumSmith+Brown, PC
New York, New York
