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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 September 30, 2025


	☐	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 November 1, 2025 there were 178,440,337 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 September 30, 2025 (unaudited) and December 31, 2024	5
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024	6
	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2025 and 2024	7
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	50
Item 4.	Controls and Procedures	50

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Default Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54

	Signatures	55

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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;

•

ongoing material weaknesses in our disclosure controls and internal control over financial reporting;

•

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, 2024 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, “third quarter of 2025” refers to the three and nine months ended September 30, 2025, “third quarter of 2024” refers to the three and nine months ended September 30, 2024, and “2024” refers to the year ended December 31, 2024. 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)


	September 30, 2025			December 31, 2024 *
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	553		$	2,546
Restricted cash		1,861			1,861
Accounts receivable, net		14,224			15,033
Prepaid expenses and other current assets		790			859
Total current assets		17,428			20,299
Property and equipment, net		61			69
Intangible assets, net		11,989			13,406
Goodwill		7,785			7,785
Operating lease right-of-use assets, net		195			253
Other long-term assets		159			158
Total assets	$	37,617		$	41,970

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expenses	$	21,215		$	22,667
Other current liabilities		3,081			4,401
Interest payable - Centre Lane Senior Secured Credit Facility - related party		-			21
Deferred revenue		5,296			2,883
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)		5,120			3,808
Total current liabilities		34,712			33,780
Other long-term liabilities		52			169
Note payable - Centre Lane Senior Secured Credit Facility - related party (long-term)		76,117			71,043
Finance lease liabilities		-			20
Operating lease liabilities		103			185
Total liabilities		110,984			105,197

Stockholders' deficit:
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at September 30, 2025 and December 31, 2024, respectively		-			-
Common stock, par value $0.01, 324,000,000 shares authorized, 180,347,712 and 177,464,827 issued, and 178,440,337 and 176,114,652 outstanding at September 30, 2025 and December 31, 2024, respectively		1,803			1,775
Treasury stock at cost, 1,907,375 and 1,350,175 shares at September 30, 2025 and December 31, 2024, respectively		(220	)		(220	)
Additional paid-in capital		101,975			101,798
Accumulated deficit		(177,002	)		(166,857	)
Accumulated other comprehensive income		77			277
Total stockholders' deficit		(73,367	)		(63,227	)
Total liabilities and stockholders' deficit	$	37,617		$	41,970

* 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						Nine Months Ended

	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024

Revenue	$	13,940		$	14,151		$	43,538		$	39,602
Cost of revenue		9,686			9,764			31,975			28,656
Gross margin		4,254			4,387			11,563			10,946
General and administrative expenses		4,099			4,414			12,644			14,966
Income (loss) from operations		155			(27	)		(1,081	)		(4,020	)

Financing and other expense:
Other income		52			31			143			428
Interest expense - Centre Lane Senior Secured Credit Facility - related party		(3,034	)		(3,250	)		(9,189	)		(9,602	)
Interest expense - 10% convertible promissory notes - related party		-			-			-			(4	)
Other interest expense		(6	)		(10	)		(18	)		(32	)
Total financing and other expense, net		(2,988	)		(3,229	)		(9,064	)		(9,210	)

Net loss before income tax		(2,833	)		(3,256	)		(10,145	)		(13,230	)
Income tax provision		-			-			-			-
Net loss	$	(2,833	)	$	(3,256	)	$	(10,145	)	$	(13,230	)

Foreign currency translation		(43	)		(8	)		(200	)		64
Comprehensive loss	$	(2,876	)	$	(3,264	)	$	(10,345	)	$	(13,166	)

Net loss per common share:
Basic	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.08	)
Diluted	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.08	)

Weighted-average shares outstanding:
Basic		175,864,104			171,104,346			175,943,376			171,138,296
Diluted		175,864,104			171,104,346			175,943,376			171,138,296

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	)

Net loss		-		-		-			-					(2,833	)		-			(2,833	)
Common stock issued to Centre Lane Partners		2,832,485		27		-			-			78		-			-			105
Treasury stock		-		-		(357,200	)		-			-		-			-			-
Stock-based compensation		-		-		-			-			27		-			-			27
Adjustment from foreign currency translation, net		-		-		-			-			-		-			(43	)		(43	)

Balance at September 30, 2025		180,347,712	$	1,803		(1,907,375	)	$	(220	)	$	101,975	$	(177,002	)	$	77		$	(73,367	)


	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, 2023 *		172,103,134	$	1,721		(825,175	)	$	(220	)	$	101,405	$	(149,833	)	$	262		$	(46,665	)

Net loss		-		-		-			-			-		(4,766	)		-			(4,766	)
Common stock issued for services rendered		279,452		3		-			-			13		-			-			16
Treasury stock		-		-		(525,000	)		-			-		-			-			-
Stock-based compensation		-		-		-			-			65		-			-			65
Adjustment from foreign currency translation, net		-		-		-			-			-		-			34			34

Balance at March 31, 2024		172,382,586	$	1,724		(1,350,175	)	$	(220	)	$	101,483	$	(154,599	)	$	296		$	(51,316	)

Net loss		-		-		-			-			-		(5,208	)		-			(5,208	)
Common stock issued for options exercised		63,250		1		-			-			-					-			1
Stock-based compensation		-		-		-			-			70					-			70
Adjustment from foreign currency translation, net		-		-		-			-			-					38			38

Balance at June 30, 2024		172,445,836	$	1,725		(1,350,175	)	$	(220	)	$	101,553	$	(159,807	)	$	334		$	(56,415	)

Net loss		-		-		-			-			-		(3,256	)		-			(3,256	)
Common stock issued for options exercised		17,000		-		-			-			1		-			-			1
Stock-based compensation		-		-		-			-			57		-			-			57
Adjustment from foreign currency translation, net		-		-		-			-			-		-			(8	)		(8	)

Balance at September 30, 2024		172,462,836	$	1,725		(1,350,175	)	$	(220	)	$	101,611	$	(163,063	)	$	326		$	(59,621	)

*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 Nine Months Ended
	September 30, 2025			September 30, 2024

Cash flows from operating activities:
Net loss	$	(10,145	)	$	(13,230	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation expense		39			111
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		7,000			6,906
Amortization of operating lease right-of-use assets		57			50
Amortization of debt discount		1,678			2,243
Amortization of intangible assets		1,416			1,442
Stock-based compensation		98			191
Common stock issued for services rendered		-			16
Common stock issued to Centre Lane Partners		105			-
Provision for (recovery of) credit losses		103			(9	)
Changes in operating assets and liabilities:
Accounts receivable		706			2,287
Prepaid expenses and other assets		69			159
Operating lease liabilities		(69	)		(36	)
Accounts payable and accrued expenses		(1,649	)		(543	)
Other liabilities		(1,453	)		(363	)
Interest payable - Centre Lane Senior Secured Credit Facility - related party		(21	)		165
Interest payable - 10% convertible promissory notes - related party		-			(39	)
Deferred revenue		2,413			199
Net cash provided by (used in) operating activities		347			(451	)

Cash flows from investing activities:
Purchase of property and equipment		(30	)		(14	)
Capitalization of website development costs		-			(86	)
Net cash used in investing activities		(30	)		(100	)

Cash flows from financing activities:
Proceeds from stock option exercises		1			1
Principal payments on finance lease obligations		(16	)		(13	)
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party		(2,292	)		(879	)
Repayment of principal on 10% convertible promissory notes - related party		-			(80	)
Net cash used in financing activities		(2,307	)		(971	)
Effect of foreign exchange rates on cash		(3	)		7
Net decrease in cash, cash equivalents, and restricted cash		(1,993	)		(1,515	)
Cash, cash equivalents, and restricted cash at the beginning of the period		4,407			4,001
Cash, cash equivalents, and restricted cash at the end of the period	$	2,414		$	2,486

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	553		$	2,486
Restricted cash		1,861			-
Total cash, cash equivalents, and restricted cash	$	2,414		$	2,486

Supplemental disclosure of cash flow information:
Cash paid for interest		532			288
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		7,000			6,906

Supplemental disclosure of non-cash investing and financing activities:
Agency and exit fees to Centre Lane for debt financing		8			672
Annual administration fee to Centre Lane for debt financing		35			35

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(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, creative services, and media services.

Digital Publishing

Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising. The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women. The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com. This demographic is highly sought after by brands and their advertising agencies. We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create. Our publishing division monetizes its audiences through both direct and programmatic advertising sales.

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 Services

Our creative services division transforms data into award-winning campaigns. We are uniquely able to leverage insights teams with highly strategic media planning and buying teams to ensure brands not only position their advertising precisely, but also yield impactful business results. Our goal is to combine data-driven decisions with creativity fueled by a deep understanding of modern culture.

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences. Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI"). Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(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 nine months ended September 30, 2025 and 2024, 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, 2024, 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, 2024. 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 $177.0 million as of September 30, 2025. Cash flows provided by (used in) operating activities were $347,000 and $(451,000) for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had approximately a $17.3 million working capital deficit, inclusive of $553,000 in cash and cash equivalents and $1.9 million in restricted cash.

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

September 30, 2025

(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 September 30, 2025 and December 31, 2024, 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 $249,000 as of September 30, 2025, and $2.3 million as of December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company did not exceed the insurance limit of $31,000 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 September 30, 2025, and December 31, 2024, the Company had $553,000 and $2.5 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 September 30, 2025 and December 31, 2024, the Company had $1.9 million in restricted cash for both periods, which is designated specifically for settlement of a legal judgment. See Note 16, Commitments and Contingencies, to the unaudited consolidated financial statements.

Off-balance Sheet Arrangements

There were no off-balance sheet arrangements as of September 30, 2025 and December 31, 2024.

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.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

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.

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


	Three Months Ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenue Concentration
Customers exceeding 10% of revenue		2			1			1			1
Percentage of revenue:
Customer 1		11.7	%		11.8	%		14.4	%		13.4	%
Customer 2		10.3	%	*			*			*
Total percentage of revenue		22.0	%		11.8	%		14.4	%		13.4	%

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


	September 30, 2025			December 31, 2024
Accounts Receivable Concentration
Customers exceeding 10% of accounts receivable		2			3
Percentage of accounts receivable:
Customer 1		15.0	%		13.5	%
Customer 2		10.9	%	*
Customer 3	*				11.1	%
Customer 4	*				10.4	%
Total percentage of accounts receivable		25.9	%		35.0	%

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

Effective Accounting Pronouncements Adopted

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard was effective January 1, 2024 (early adoption was permitted, but not earlier than January 1, 2021). This standard did not have an impact on our consolidated financial statements for the period ended September 30, 2025.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

For 2024 annual reporting, we adopted ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis, effective for fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 did not have a significant impact on our consolidated financial statements for the period ended September 30, 2025. Consistent with ASC 280, our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our components are digital publishing, advertising technology, consumer insights, creative services, and media services. 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. Accordingly, we determined we have one operating and reportable segment.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025. The guidance should be applied on a prospective application, with retrospective application permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In July 2024, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. When applying the current expected credit loss model to current accounts receivable and contract assets arising from transactions accounted for under ASC 606, this standard provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. Entities are required to disclose whether they have elected the practical expedient and should be applied prospectively. This guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In November 2024, and as amended in January 2025, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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 in the year ending December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. 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. This update provides revised guidance aimed at refining how costs related to internal-use software are accounted for. The update removes the concept of distinct project phases and requires that capitalization of software costs begins when management authorizes and commits to funding a computer software project, and when there is a high likelihood the project will be completed and the software will be used to perform the function as intended. When assessing whether completion is probable, entities must carefully consider any substantial uncertainties in development. In addition, the guidance introduces a requirement to disclose capitalized software costs as part of property and equipment. The new standard will take effect in the first quarter of 2028, though early adoption is permitted at the start of any annual reporting period. Entities may adopt the guidance using prospective application, retrospective application, or a modified transition approach. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net, consisted of the following:


	September 30, 2025			December 31, 2024
(in thousands)
Accounts receivable	$	9,840		$	12,460
Unbilled receivables (1)		4,522			2,698
		14,362			15,158
Less: allowance for current expected credit losses		(138	)		(125	)
Accounts receivable, net	$	14,224		$	15,033

(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, 2024 was $14.7 million.

Expected credit losses (recoveries) were approximately $24,000 and $5,000 for the three months ended September 30, 2025 and 2024, respectively, and $103,000 and $(9,000) for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:


	September 30, 2025			December 31, 2024
(in thousands)
Prepaid insurance (1)	$	100		$	358
Prepaid software		142			93
Deposits		159			158
Subscriptions		276			213
Other current assets (2)		272			195
Total prepaid costs and other assets		949			1,017
Less: other long-term assets		(159	)		(158	)
Prepaid expenses and other current assets	$	790		$	859

(1) - Includes approximately $0 and $291,000 which is being paid over a period of time and is included in accounts payable at September 30, 2025 and December 31, 2024, respectively.

(2) - Includes approximately $142,000 and $121,000 which is being paid over a period of time and is included in accounts payable at September 30, 2025 and December 31, 2024, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:


	Useful Life	September 30, 2025			December 31, 2024
(in thousands)
Computer equipment	3	$	106		$	76
Computer software	3		206			206
			312			282
Less: accumulated depreciation			(251	)		(213	)
Property and equipment, net		$	61		$	69

Depreciation and amortization expense for the three months ended September 30, 2025 and 2024, was $11,000 and $36,000, respectively, and $39,000 and $111,000 for the nine months ended September 30, 2025 and 2024, respectively. The 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

September 30, 2025

(Unaudited)

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:


	September 30, 2025			December 31, 2024
(in thousands)
Website acquisition assets	$	1,125		$	1,125
Add: website development costs		96			96
		1,221			1,221
Less: accumulated amortization		(1,141	)		(1,127	)
Website acquisition assets, net	$	80		$	94

Other intangible assets, net, consisted of the following:


		September 30, 2025							December 31, 2024
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
(in thousands)
Trade name	2 - 10	$	8,380	$	(4,262	)	$	4,118	$

Bright Mountain Media, Inc. 10-Q