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~~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 ~~August~~November 1, 2025 there were ~~175~~178,~~965~~440,~~052~~337 shares of the registrant's common stock outstanding.

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BRIGHT MOUNTAIN MEDIA, INC.

TABLE OF CONTENTS

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Consolidated Financial Statements:	5
	Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	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 six months ended June 30, 2025 and 2024	6
	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 six months ended June 30, 2025 and 2024	7
	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 six months ended June 30, 2025 and 2024	8
	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	3134
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	4650
Item 4.	Controls and Procedures	4650
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4852
Item 1A.	Risk Factors	4852
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4852
Item 3.	Default Upon Senior Securities	4853
Item 4.	Mine Safety Disclosures	4853
Item 5.	Other Information	4853
Item 6.	Exhibits	4954
	Signatures	5055

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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, “~~second~~third quarter of 2025” refers to the three and ~~six~~nine months ended ~~June~~September 30, 2025, “~~second~~third quarter of 2024” refers to the three and ~~six~~nine months ended ~~June~~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)

	June 30, 2025			December 31, 2024 *
	September 30, 2025			December 31, 2024 *
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	~~1,678~~553		$	2,546
Restricted cash		1,861			1,861
Accounts receivable, net		14,~~050~~224			15,033
Prepaid expenses and other current assets		~~1,222~~790			859
Total current assets		1817,~~811~~428			20,299
Property and equipment, net		9061			69
Intangible assets, net		1211,~~436~~989			13,406
Goodwill		7,785			7,785
Operating lease right-of-use assets		215			253
Operating lease right-of-use assets, net		195			253
Other long-term assets		159			158
Total assets	$	3937,~~496~~617		$	41,970
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	2221,~~311~~215		$	22,667
Other current liabilities		23,~~522~~081			4,401
Interest payable - Centre Lane senior secured credit facility - related party		-			21
Interest payable - Centre Lane Senior Secured Credit Facility - related party		-			21
Deferred revenue		65,~~594~~296			2,883
Note payable - Centre Lane senior secured credit facility - related party (current)		4,673			3,808
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)		5,120			3,808
Total current liabilities		3634,~~100~~712			33,780
Other long-term liabilities		9152			169
Note payable - Centre Lane senior secured credit facility - related party (long-term)		73,781			71,043
Note payable - Centre Lane Senior Secured Credit Facility - related party (long-term)		76,117			71,043
Finance lease liabilities		7-			20
Operating lease liabilities		~~140~~103			185
Total liabilities		110,~~119~~984			105,197
Stockholders' deficit:
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at June 30, 2025 and December 31, 2024, respectively		-			-
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, 177,515,227 and 177,464,827 issued, and 175,965,052 and 176,114,652 outstanding at June 30, 2025 and December 31, 2024, respectively		1,776			1,775
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, 1,550,175 and 1,350,175 shares at June 30, 2025 and December 31, 2024, respectively		(220	)		(220	)
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,~~870~~975			101,798
Accumulated deficit		(~~174~~177,~~169~~002	)		(166,857	)
Accumulated other comprehensive income		~~120~~77			277
Total stockholders' deficit	$	(7073,~~623~~367	)	$	(63,227	)
Total liabilities and stockholders' deficit	$	3937,~~496~~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						~~Six~~Nine Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenue	$	1513,~~408~~940		$	1314,~~003~~151		$	2943,~~598~~538		$	2539,~~450~~602
Cost of revenue		129,~~371~~686			9,~~581~~764			2231,~~289~~975			1828,~~892~~656
Gross margin		34,~~037~~254			34,~~422~~387			711,~~309~~563			610,~~558~~946
General and administrative expenses		4,~~021~~099			54,~~310~~414			812,~~545~~644			1014,~~552~~966
Loss from operations		(984	)		(1,888	)		(1,236	)		(3,994	)
Income (loss) from operations		155			(27	)		(1,081	)		(4,020	)
Financing and other expense:
Other income		4452			5331			91143			~~397~~428
Interest expense - Centre Lane senior secured credit facility - related party		(3,135	)		(3,360	)		(6,155	)		(6,352	)
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		-			(2-	)		-			(4	)
Other interest expense		(6	)		(1110	)		(1218	)		(2132	)
Total financing and other expense, net		(32,~~097~~988	)		(3,~~320~~229	)		(69,~~076~~064	)		(59,~~980~~210	)
Net loss before income tax		(42,~~081~~833	)		(53,~~208~~256	)		(710,~~312~~145	)		(913,~~974~~230	)
Income tax provision		-			-			-			-
Net loss	$	(42,~~081~~833	)	$	(53,~~208~~256	)	$	(710,~~312~~145	)	$	(913,~~974~~230	)
Foreign currency translation		(~~199~~43	)		38(8	)		(~~157~~200	)		7264
Comprehensive loss	$	(42,~~280~~876	)	$	(53,~~170~~264	)	$	(710,~~469~~345	)	$	(913,~~902~~166	)
Net loss per common share:
Basic	$	(0.02	)	$	(0.0302	)	$	(0.0406	)	$	(0.0608	)
Diluted	$	(0.02	)	$	(0.0302	)	$	(0.0406	)	$	(0.0608	)
Weighted-average shares outstanding:
Basic		175,~~965~~864,~~052~~104			171,~~095~~104,~~661~~346			175,~~969~~943,~~993~~376			171,~~155~~138,~~364~~296
Diluted		175,~~965~~864,~~052~~104			171,~~095~~104,~~661~~346			175,~~969~~943,~~993~~376			171,~~155~~138,~~364~~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 services rendered		63,250		1		-			-			-					-			1
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 Six Months Ended
	For the Nine Months Ended
	June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024
Cash flows from operating activities:
Net loss	$	(710,~~312~~145	)	$	(913,~~974~~230	)
Adjustments to reconcile net loss to net cash provided by (used in) operations:
Depreciation expense		2839			75111
Interest paid-in-kind on Centre Lane senior secured credit facility - related party		4,455			4,522
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		3757			3250
Amortization of debt discount		1,~~189~~678			12,~~552~~243
Amortization of intangible assets		~~970~~1,416			~~962~~1,442
Stock-based compensation		7198			~~135~~191
Common stock issued for services rendered		-			16
Provision for (recovery of) credit losses		79			(14	)
Common stock issued to Centre Lane Partners		105			-
Provision for (recovery of) credit losses		103			(9	)
Changes in operating assets and liabilities:
Accounts receivable		~~904~~706			2,~~618~~287
Prepaid expenses and other assets		~~(363~~69	)		~~(42~~159	)
Operating lease liabilities		(3669	)		(4536	)
Accounts payable and accrued expenses		(~~511~~1,649	)		(~~992~~543	)
Other liabilities		(1,~~967~~453	)		(~~613~~363	)
Interest payable - Centre Lane senior secured credit facility - related party		(21	)		139
Interest payable - Centre Lane Senior Secured Credit Facility - related party		(21	)		165
Interest payable - 10% convertible promissory notes - related party		-			4(39	)
Deferred revenue		32,~~711~~413			~~1,240~~199
Net cash provided by (used in) operating activities		~~1,234~~347			(~~385~~451	)
Cash flows from investing activities:
Purchase of property and equipment		(4930	)		(14	)
Capitalization of website development costs		-			(7186	)
Net cash used in investing activities		(4930	)		(85100	)
Cash flows from financing activities:
Proceeds from stock option exercises		1			1
Principal payments on finance lease liabilities		(10	)		(8	)
Principal payments on finance lease obligations		(16	)		(13	)
Repayment of principal on Centre Lane senior secured credit facility - related party		(2,042	)		(879	)
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party		(2,292	)		(879	)
Net cash used in financing activities		(2,051	)		(886	)
Repayment of principal on 10% convertible promissory notes - related party		-			(80	)
Effect of foreign exchange rates on cash		(2	)		8
Net cash used in financing activities		(2,307	)		(971	)
Net decrease in cash, cash equivalents, and restricted cash		(868	)		(1,348	)
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	$	32,~~539~~414		$	2,~~653~~486
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	~~1,678~~553		$	2,~~653~~486
Restricted cash		1,861			-
Total cash, cash equivalents, and restricted cash	$	32,~~539~~414		$	2,~~653~~486
Supplemental disclosure of cash flow information:
Cash paid for interest		532			~~139~~288
Interest paid-in-kind on Centre Lane senior secured credit facility - related party		4,455			4,522
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:
Recognition of right-of-use assets and operating lease liabilities		-			446
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

~~June~~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

~~June~~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 ~~six~~nine months ended ~~June~~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 $~~174~~177.20 million as of ~~June~~September 30, 2025. Cash flows provided by (used in) operating activities were $~~1.2~~347,000 ~~million~~ and $(~~385~~451,000) for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025, the Company had approximately a $17.3 million working capital deficit, inclusive of $~~1.7~~553,000 ~~million~~ 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

~~June~~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 ~~June~~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 $~~1.4~~249,000 ~~million~~ as of ~~June~~September 30, 2025, and $2.3 million as of December 31, 2024.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company did not exceed the insurance limit of $2931,000 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~~September 30, 2025, and December 31, 2024, the Company had $~~1.7~~553,000 ~~million~~ 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 ~~June~~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 ~~June~~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

~~June~~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						~~Six~~Nine Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	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		1511.97	%		1311.68	%		1514.64	%		1413.24	%
Customer 2		10.63	%	*			*			*
Total percentage of revenue		2622.50	%		1311.68	%		1514.64	%		1413.24	%

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

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Accounts Receivable Concentration
Customers exceeding 10% of accounts receivable		2			3
Percentage of accounts receivable:
Customer 1		1715.10	%	*	13.5	%
Customer 2		10.69	%	*	~~13.5~~	%
Customer 3	*				11.1	%
Customer 4	*				10.4	%
Total percentage of accounts receivable		2725.79	%		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 ~~June~~September 30, 2025.

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 June 30, 2025.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

InFor ~~December~~2024 ~~2023~~annual reporting, ~~the~~we ~~FASB~~adopted ~~issued~~ ASU No. 2023-0907, ~~Income~~Segment ~~Taxes~~Reporting (Topic ~~740~~280): Improvements to ~~Income~~Reportable ~~Tax~~Segment Disclosures,. ~~which~~This ~~improves~~new ~~the~~standard ~~transparency~~requires ofan ~~income~~enhanced ~~tax~~disclosure ~~disclosures by requiring consistent categories and greater disaggregation~~ of ~~information~~significant insegment ~~the~~expenses ~~effective~~on ~~tax~~an ~~rate~~annual ~~reconciliation~~ and ~~income~~interim ~~taxes~~basis, ~~paid~~effective ~~disaggregated~~for byfiscal ~~jurisdiction.~~years Itbeginning ~~also~~after ~~includes~~December ~~certain~~15, ~~other amendments to improve the effectiveness of income tax disclosures~~2024. The adoption of ASU 2023-0907 did not have a significant impact on our consolidated financial statements for the period ended ~~June~~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:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(in thousands)
Accounts receivable	$	109,~~049~~840		$	12,460
Unbilled receivables (1)		4,~~195~~522			2,698
		14,244			15,158
		14,362			15,158
Less: allowance for current expected credit losses		(~~194~~138	)		(125	)
Accounts receivable, net	$	14,~~050~~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 $6824,000 and $235,000 for the three months ended ~~June~~September 30, 2025 and 2024, respectively, and $79103,000 and $(149,000) for the ~~six~~nine months ended ~~June~~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:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(in thousands)
Prepaid insurance (1)	$	~~129~~100		$	358
Prepaid software		86142			93
Deposits		159			158
Subscriptions		~~310~~276			213
Other current assets (2)		~~697~~272			195
Total prepaid costs and other assets		~~1,381~~949			1,017
Less: other long-term assets		(159	)		(158	)
Prepaid expenses and other current assets	$	~~1,222~~790		$	859

(1) - Includes approximately $~~94,000~~0 and $291,000 which is being paid over a period of time and is included in accounts payable at ~~June~~September 30, 2025 and December 31, 2024, respectively.

(2) - Includes approximately $~~624~~142,000 and $121,000 which is being paid over a period of time and is included in accounts payable at ~~June~~September 30, 2025 and December 31, 2024, respectively.

13NOTE 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

~~June~~September 30, 2025

(Unaudited)

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	Useful Life	June 30, 2025			December 31, 2024
(in thousands)
Computer equipment	3	$	97		$	76
Computer software	3		234			206
			331			282
Less: accumulated depreciation			(241	)		(213	)
Property and equipment, net		$	90		$	69

Depreciation and amortization expense for the three months ended June 30, 2025 and 2024, was $15,000 and $35,000, respectively, and $28,000 and $75,000 for the six months ended June 30, 2025 and 2024, respectively. The 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, 2025			December 31, 2024
	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,~~137~~141	)		(1,127	)
Website acquisition assets, net	$	8480		$	94

Other intangible assets, net, consisted of the following:

		June 30, 2025							December 31, 2024
		September 30, 2025							December 31, 2024
	UsefulLife	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount		GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
(in thousands)
Trade name	2 - 10	$	8,~~381~~380	$	(4,~~108~~262	)	$	4,~~273~~118	$	8,381	$	(3,795	)	$	4,586
IP/technology	10		5,821		(2,~~773~~871	)		32,~~048~~950		5,821		(2,575	)		3,246
Customer relationships	5 - 10		13,380		(8,~~349~~539	)		54,~~031~~841		13,380		(7,900	)		5,480
Non-compete agreements	3 - 5		402		(402	)		-		402		(402	)		-
Other intangible assets, net		$	27,~~984~~983	$	(1516,~~632~~074	)	$	1211,~~352~~909	$	27,984	$	(14,672	)	$	13,312

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
(in thousands)
Website	$	8480	$	94
Other intangible assets		1211,~~352~~909		13,312
Intangible assets, net	$	1211,~~436~~989	$	13,406

Amortization expense for the three months ended ~~June~~September 30, 2025 and 2024 was approximately $~~485~~446,000 and $~~481~~480,000, respectively, and $~~970,000~~1.4 million and $~~962,000~~1.4 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

14As of September 30, 2025, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands):


Remainder of 2025	$	447
2026		1,788
2027		1,788
2028		1,788
2029		1,785
Thereafter		4,393
Total expected amortization expense	$	11,989

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

As of June 30, 2025, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

Remainder of 2025	$	894
2026		1,788
2027		1,788
2028		1,788
2029		1,785
Thereafter		4,393
Total expected amortization expense	$	12,436

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of ~~June~~September 30, 2025, and December 31, 2024:

	Owned & Operated		Ad Network		Insights		Total
(in thousands)
December 31, 2024	$	2,865	$	4,013	$	907	$	7,785
Additions		-		-		-		-
Impairment		-		-		-		-
June 30, 2025	$	2,865	$	4,013	$	907	$	7,785
September 30, 2025	$	2,865	$	4,013	$	907	$	7,785

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 and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value of the goodwill associated with the reporting unit exceeds the implied value of the goodwill associated with the reporting unit.

During the year ended December 31, 2024, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operated and Insights reporting units. The assessment used a ~~qualitative~~quantitative assessment, including consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our ~~qualitative~~quantitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network, Owned & Operated and Insights reporting units exceeds their carrying amounts. Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

There was no triggering event or impairment for the ~~six~~nine months ended ~~June~~September 30, 2025.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
(in thousands)
Accounts payable (1)	$	14,~~173~~361	$	14,428
Accrued wages, commissions, and bonus		~~565~~541		527
Publisher cost		12,~~810~~094		2,811
Professional fees		~~583~~737		1,138
Subcontractor		43,~~714~~242		3,438
Other		~~466~~240		325
Total accounts payable and accrued expenses	$	2221,~~311~~215	$	22,667

(1) - Accounts payable includes $5.4 million and $5.2 million at ~~June~~September 30, 2025 and December 31, 2024, respectively, for Slutzky & Winshman Ltd. and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023. Accounts payable includes $299,000 and $266,000 at September 30, 2025 and December 31, 2024, respectively, for Wild Sky Media, Ltd., whose operations were terminated during the year ended December 31, 2024.

1516

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(in thousands)
Current portion of long-term lease	$	111		$	101
Current portion of long-term operating and financing leases	$	117		$	101
Dividend payable		691			691
Project advance expense (1)		(~~316~~179	)		1,546
Litigation reserves		2,~~119~~499			2,224
Other current liabilities		85			8
Total other liabilities		23,~~613~~133			4,570
Less: other long-term liabilities		(9152	)		(169	)
Other current liabilities	$	23,~~522~~081		$	4,401

(1) - 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.

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 Wild Sky Media, 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 Wild Sky's existing accounts receivable factoring facility 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~~September 30, 2025, 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, ~~Twenty-One,~~ and Twenty-~~Two~~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 16, 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. ~~As of June 30, 2025, BV Agency, LLC, and Centre Lane Partners owned approximately 15.0% and 8.6% of the Company’s outstanding common stock, respectively.~~

~~Optional Prepayment~~17

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~~September 30, 2025

(Unaudited)

Optional Prepayment

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~~September 30, 2025, 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~~September 30, 2025;

•

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 ~~are~~were to be paid thereafter until maturity.

~~For~~Effective ~~the~~September ~~three and six months ended June~~ 30, 2025, the Company, ~~paid approximately $2.0 million toward~~ the ~~principal~~Lenders, ~~loan balance. For the three~~ and ~~six~~Centre ~~months~~Lane ~~ended~~Partners ~~June~~entered ~~30,~~into ~~2024,~~ the ~~Company~~Twenty-Third ~~paid~~Amendment ~~approximately~~to ~~$879,000 toward~~ the ~~principal~~Credit ~~loan~~Agreement, ~~balance.~~which ~~During~~applied the ~~three~~following ~~and~~adjustments ~~six~~to ~~months~~loans ~~ended~~with ~~June 30, 2025, the Company paid approximately $532,000 toward~~ outstanding ~~interest~~payments ~~payable.~~due ~~During~~on ~~the three~~September ~~and six months ended June~~ 30, ~~2024~~2025, including the ~~Company~~following ~~paid~~temporary ~~approximately~~modifications: ~~$139,000 toward outstanding interest payable.~~

•

~~The~~Converting ~~below~~the ~~table~~First ~~summarizes~~Out ~~the~~Loans ~~loan~~cash ~~balances~~interest atdue ~~June~~on September 30, 2025, ~~and~~to ~~December~~interest ~~31, 2024:~~PIK;

•

	June 30, 2025		December 31, 2024
(in thousands)
Note payable - Centre Lane senior secured credit facility - related party (current)	$	4,673	$	3,808
Note payable - Centre Lane senior secured credit facility - related party (net of discount)		73,781		71,043
Net principal		78,454		74,851
Add: debt discount		2,816		3,971
Outstanding principal	$	81,270	$	78,822

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;

•

17Incurring 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 the payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, will revert to the terms established under the Twenty-Second Amendment. Quarterly amortization payments will resume and become due commencing on December 31, 2025.

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

~~The~~Also ~~below~~in ~~table~~connection ~~summarizes~~with the ~~movement~~Twenty-Third inAmendment, the ~~outstanding~~Company ~~principal~~agreed ~~during~~to issue a number of shares of the ~~six~~common ~~months~~stock ~~ended~~of ~~June~~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. As of September 30, 2025, BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.8% and 10.1% of the ~~year~~Company’s ~~ended~~outstanding ~~December~~common 31stock, ~~2024:~~respectively.

	June 30, 2025			December 31, 2024
(in thousands)
Opening balance	$	78,822		$	70,228
Add:
Draws		-			1,861
Exit and other fees		35			505
Interest capitalized		4,455			9,353
		83,312			81,947
Less
Payments		(2,042	)		(3,125	)
Outstanding principal	$	81,270		$	78,822

For the three and nine months ended September 30, 2025, the Company paid approximately $250,000 and $2.3 million toward the principal loan balance, respectively. For the three and nine months ended September 30, 2024, the Company paid $0 and $879,000 toward the principal loan balance, respectively. During the three and nine months ended September 30, 2025, the Company paid approximately $0 and $532,000 toward outstanding interest payable, respectively. During the three and nine months ended September 30, 2024, the Company paid approximately $150,000 and $288,000 toward outstanding interest payable, respectively.

At December 31, 2025, the total amount of principal repayment and interest due is approximately $1.2 million. At each of March 31, 2026, June 30, 2026, and September 30, 2026, the total amount of principal repayment and interest due is approximately $1.6 million. At December 31, 2026, the balance of approximately $90.5 million is due.

The below table summarizes the loan balances at September 30, 2025, and December 31, 2024:


	September 30, 2025		December 31, 2024
(in thousands)
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)	$	5,120	$	3,808
Note payable - Centre Lane Senior Secured Credit Facility - related party (net of discount)		76,117		71,043
Net principal		81,237		74,851
Add: debt discount		2,336		3,971
Outstanding principal	$	83,573	$	78,822

The below table summarizes the movement in the outstanding principal during the nine months ended September 30, 2025 and the year ended December 31, 2024:


	September 30, 2025			December 31, 2024
(in thousands)
Opening balance	$	78,822		$	70,228
Add:
Draws		-			1,861
Exit and other fees		43			505
Interest capitalized		7,000			9,353
		85,865			81,947
Less
Payments		(2,292	)		(3,125	)
Outstanding principal	$	83,573		$	78,822

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 PIK 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 $~~175~~210,000 and is included in outstanding principal. The administrative fee charged during the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025 and 2024 was $35,000 and $35,000, respectively.

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

Amendments to Centre Lane Senior Secured Credit Facility

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~~September 30, 2025, there were 2223 amendments to the Credit Agreement.

Consistent with FASB Accounting Standards Codification ("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.

1820

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

The below table summarizes the amendments that were executed by the Company from the inception of the facility to ~~June~~September 30, 2025 (in thousands, except for share data):

Amendment No.		Date	Draw		Repayment Date	Interest RatePaid-in-Kind	ca	Interest RateCash	da	~~Agency~~Amendment Fee			b	~~Exit~~Common ~~Fee~~Stock Issued		a	~~Common~~Accounting ~~Stock Issued~~Impact		~~Accounting Impact~~
(in thousands, except share data)
1		4/26/2021	$	-	12/20/2026	8.00%		2.00%		$	-			$	-150,000		Extinguishment	~~150,000~~c	~~Extinguishment~~	b
2		5/26/2021		1,500	12/20/2026	8.00%		2.00%			-750				~~750~~3,000,000		Modification	~~3,000,000~~c	~~Modification~~	e
3		8/12/2021		500	12/20/2026	8.00%		2.00%			-250				~~250~~2,000,000		Modification	~~2,000,000~~c	~~Modification~~	e
4		8/31/2021		1,100	12/20/2026	8.00%		2.00%			-550				~~550~~-		Modification	-c	~~Modification~~	e
5		10/8/2021		725	12/20/2026	8.00%		2.00%			-363				~~363~~-		Extinguishment	-c	~~Extinguishment~~	e
6		11/5/2021		800	12/20/2026	8.00%		2.00%			-800				~~800~~7,500,000		Modification	~~7,500,000~~c	~~Modification~~	e
7		12/23/2021		500	12/20/2026	8.00%		2.00%			70500				~~500~~-		Modification	-c	~~Modification~~	e
				5,125							70				3,213			12,650,000
			$	5,125						$	3,213				12,650,000
8		1/26/2022		350	12/20/2026	8.00%		2.00%			-350				~~350~~-		Modification	-c	~~Modification~~	e
9		2/11/2022		250	12/20/2026	0.00%		7.00%			-13				13-		Modification	-d	~~Modification~~	f
10		3/11/2022		300	12/20/2026	0.00%		7.00%			-15				15-		Modification	-d	~~Modification~~	f
11		3/25/2022		500	12/20/2026	0.00%		7.00%			-25				25-		Modification	-d	~~Modification~~	f
12		4/15/2022		450	12/20/2026	0.00%		7.00%			-23				23-		Modification	-d	~~Modification~~	f
13		5/10/2022		500	12/20/2026	0.00%		7.00%			3525				25-		Modification	-d	~~Modification~~	f
14		6/10/2022		350	12/20/2026	0.00%		7.00%			-18				18-		Modification	-d	~~Modification~~	f
15		7/8/2022		350	12/20/2026	0.00%		7.00%			-(58	)			18-		Modification	-d	~~Modification~~	f
				3,050							35				487			-
			$	3,050						$	411				-
16		2/10/2023		1,500	12/20/2026	0.00%		7.00%			-75				75-		Modification	-d	~~Modification~~	f
17	hf	4/20/2023		26,316	12/20/2026	15.00%		0.00%			35708				~~708~~21,401,993		Extinguishment	~~21,401,993~~e	~~Extinguishment~~	g
19		7/28/2023		2,000	12/31/2024	0.00%		7.00%			-100				~~100~~-		Modification	-d	~~Modification~~
				29,816							35				883			21,401,993
			$	29,816						$	883				21,401,993
20		6/305/2024		-	12/20/2026	150.00%		0.00%			35472				~~672~~-		Modification	-g	~~Modification~~
21	hf	12/26/2024		1,861	12/20/2026	15.00%		0.00%			-				-5,001,991		Modification	~~5,001,991~~e	~~Modification~~	g
				1,861							35				672			5,001,991
			$	1,861						$	472				5,001,991
			$	39,852						$	175			$	5,255			39,053,984
23		9/30/2025		-	12/20/2026	0.00%		0.00%			8				2,832,485		Modification	g
			$	-						$	8				2,832,485
			$	39,852						$	4,987				41,886,469

a) - ~~Added~~New ~~and~~rates ~~capitalized~~in toeffect ~~the~~in ~~principal~~connection ~~amount~~with ofAmendment ~~the original loan and the original loan terms apply~~Twenty-Two.

b) - ~~The~~Added ~~Centre~~and ~~Lane~~capitalized ~~Senior Secured Credit Facility was amended~~ to ~~permit~~ the ~~Company~~principal toamount ~~raise up to $6.0 million~~ of ~~total cash proceeds from~~ the ~~sale~~original ~~of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans~~loan. ~~Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum.~~

c) - ~~New~~Second ~~rates~~Out ~~in effect in connection with Amendment 22~~Loans.

d) - ~~New~~First ~~rates~~Out ~~in effect in connection with Amendment 22~~Loans.

e) - ~~Second~~Third Out Loans.

f) - ~~First~~There ~~Out~~was ~~Loans~~no impact on principal or interest and no fees incurred by the Company under Amendments Eighteen and Twenty-Two, thus they are excluded from the table.

g) - ~~Third~~There ~~Out~~was ~~Loans~~no loan draw under Amendments Twenty and Twenty-Three, thus no interest rates were incurred. Amendments Twenty and Twenty-Three adjusted the existing outstanding loan terms, thus the balances of the interest rate PIK and interest rate cash are 0.00%.

h)Our debt financing arrangements, including long-term ~~There~~debt, ~~was~~expose nous ~~impact~~to oncounterparty ~~principal~~credit orrisk ~~interest~~as ~~and~~they noare ~~fees~~solely ~~incurred~~with a single related party lender. We manage this risk by closely monitoring the ~~Company~~related asparty's financial stability and ensuring it maintains a ~~result~~strong credit rating. No other financial institutions are involved in our debt obligations. As of ~~Amendment~~September 1830, 2025 and ~~Amendment~~December 2231, ~~thus~~2024, ~~they~~the ~~are~~carrying ~~not~~value ~~included~~of inthe Centre Lane Senior Secured Credit Facility was $81.2 million and $74.9 million, respectively, net of unamortized debt discount of $2.3 million and $4.0 million, respectively. The discount is being amortized over the ~~above~~remaining ~~table~~life of the Centre Lane Senior Secured Credit facility using the effective interest method.

~~Our~~During ~~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~~three ~~party's financial stability~~ and ~~ensuring~~nine itmonths ~~maintains~~ended aSeptember ~~strong~~30, ~~credit~~2025, ~~rating.~~the NoCompany ~~other~~recorded ~~financial~~amortization ~~institutions~~of ~~are involved in our~~ debt ~~obligations.~~discount As of ~~June 30~~$489,000 ~~2025~~ and ~~December~~$1.7 31million, ~~2024~~respectively, ~~the~~on ~~carrying value of~~ the Centre Lane Senior Secured Credit Facility. ~~was~~Amortization ~~$78.5~~of ~~million~~debt ~~and~~discount ~~$74.9~~for ~~million,~~the ~~respectively,~~three ~~net~~and ofnine ~~unamortized~~months ~~debt~~ended ~~discount~~September of30, ~~$2.8~~2024, ~~million~~was $691,000 and $42.02 million, respectively. ~~The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method.~~

During the three and six months ended June 30, 2025, the Company recorded amortization of debt discount of $556,000 and $1.2 million, respectively, on the Centre Lane Senior Secured Credit Facility. Amortization of debt discount for the three and six months ended June 30, 2024, was $936,000 and $1.6 million, respectively.21

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

Interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, consisted of the following:

Three Months Ended

~~Six~~Nine Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

(in thousands)

Interest expense

2,~~579~~545

2,~~424~~559

47,~~966~~511

47,~~800~~359

Amortization

~~556~~489

~~936~~691

1,~~189~~678

12,~~552~~243

Total interest expense

3,~~135~~034

3,~~360~~250

69,~~155~~189

69,~~352~~602

NOTE 11 – 10% CONVERTIBLE PROMISSORY NOTES

On November 30, 2018, the Company issued 10% convertible promissory notes ("Convertible Notes") in the amount of $80,000 to our then Chairman of the Board, a related party. The Convertible Notes were unsecured and matured five years from issuance and were convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $0.40 per share. A beneficial conversion feature existed on the date the Convertible Notes were issued whereby the fair value of the underlying common stock into which the Convertible Notes was convertible was in excess of the face value of the Convertible Notes of $80,000.

The outstanding principal and interest of the Convertible Notes were due and payable in November 2023, and on July 1, 2024, the Company repaid the outstanding principal of $80,000 and outstanding interest of $43,000 on the Convertible Notes due to its former Chairman of the Board.

NOTE 12 – 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~~September 30, 2025 and December 31, 2024, the operating lease right-of-use asset was $~~215~~195,000 and $253,000, respectively, and is included under assets on the consolidated balance sheets.

At ~~June~~September 30, 2025 and December 31, 2024, the operating lease right-of-use liability was $~~215~~182,000 and $252,000, respectively, including the current portion of $8791,000 and $79,000, 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 $4647,000 and $3943,000 for the three months ended ~~June~~September 30, 2025 and 2024, respectively. Operating lease expense was approximately $91139,000 and $79128,000 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, 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.

~~Operating Lease Subleases~~22

On April 14, 2024 and July 1, 2024, the Company entered into two sublease agreements for its Boca Raton corporate office suites. The subleases will 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 retained the ability to use the address as its corporate office.

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

AtOperating ~~June~~Lease 30, 2025 and December 31, 2024, the operating lease subleases right-of-use liability was $12,000, and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.Subleases

~~Operating~~On ~~lease~~April ~~sublease~~14, ~~income~~2024 ~~was~~and ~~approximately~~July ~~$34~~1,~~000~~ ~~and $17~~2024,~~000~~ the Company entered into two sublease agreements for its Boca Raton corporate office suites. The subleases continue for the ~~three~~remaining ~~months~~term ~~ended~~on ~~June~~the ~~30,~~initial ~~2025~~lease ~~and~~agreement ~~2024,~~of ~~respectively~~three years with no option to extend. ~~Operating~~The ~~lease~~aggregate ~~sublease~~minimum annual rental income ~~was~~under the subleases is approximately $68137,000 ~~and~~with ~~$17,000~~3% ~~for~~escalations per annum. The Company retains the ~~six~~ability ~~months~~to ~~ended~~use ~~June~~the ~~30,~~address ~~2025~~as ~~and~~its ~~2024,~~corporate ~~respectively~~office.

At September 30, 2025 and December 31, 2024, the operating lease subleases right-of-use liability was $12,000, 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 $34,000 and $35,000 for the three months ended September 30, 2025 and 2024, respectively. Operating lease sublease income was approximately $102,000 and $55,000 for the nine months ended September 30, 2025 and 2024, 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~~September 30, 2025 and December 31, 2024, finance lease asset was $3126,000 and $42,000, respectively, and is included under assets on the consolidated balance sheets.

At ~~June~~September 30, 2025 and December 31, 2024, finance lease liability was $3126,000 and $42,000, respectively, including the current portion of $2426,000 and $22,000, respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended ~~June~~September 30, 2025 was $7,300, inclusive of interest of $1,~~900~~600 and amortization of $5,~~400~~700, and $1421,~~500~~600 for the ~~six~~nine months ended ~~June~~September 30, 2025, inclusive of interest of $45,~~000~~500 and amortization of $1016,~~500~~100. Finance lease expense for the three months ended ~~June~~September 30, 2024 was $7,~~000~~200, inclusive of interest of $32,~~000~~600 and amortization of $4,~~000~~600, and $1421,~~500~~700 for the ~~six~~nine months ended ~~June~~September 30, 2024, inclusive of interest of $68,~~000~~600 and amortization of $813,~~500~~100.

~~As of June 30, 2025 and December 31, 2024, the asset and lease liability for the operating and finance lease are summarized as follows (in thousands):~~23

	June 30, 2025			December 31, 2024
(in thousands)
Assets:
Total operating lease right-of-use asset	$	215		$	253
Total finance lease asset (1)	$	31		$	42
Liabilities:
Operating lease liability, current	$	87		$	79
Operating sublease liability, net of current portion		12			12
Operating lease liability, net of current portion		128			173
Total operating lease liability	$	227		$	264
Finance lease liability, current	$	24		$	22
Finance lease liability, net of current portion		7			20
Total finance lease liability	$	31		$	42
Weighted-average remaining lease term (in years):
Operating lease		2.25			2.75
Finance lease		1.25			1.75
Weighted-average discount rate:
Operating lease		14.39	%		14.39	%
Finance lease		21.12	%		21.12	%

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

As of September 30, 2025 and December 31, 2024, the asset and lease liability for the operating and finance lease are summarized as follows (in thousands):


	September 30, 2025			December 31, 2024
(in thousands)
Assets:
Total operating lease right-of-use asset	$	195		$	253
Total finance lease asset (1)	$	26		$	42

Liabilities:
Operating lease liability, current	$	91		$	79
Operating sublease liability, net of current portion		12			12
Operating lease liability, net of current portion		91			173
Total operating lease liability	$	194		$	264

Finance lease liability, current	$	26		$	22
Finance lease liability, net of current portion		-			20
Total finance lease liability	$	26		$	42

Weighted-average remaining lease term (in years):
Operating lease		2.00			2.75
Finance lease		1.00			1.75

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 Company's consolidated financial statements.

2124

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

NOTE 13 – REVENUE RECOGNITION

The following table represents our revenue disaggregated by type:

Three Months Ended

~~Six~~Nine Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

(in thousands)

Revenue:

Digital publishing

~~359~~280

~~516~~519

~~942~~1,222

~~950~~1,468

Advertising technology

5,~~115~~073

34,~~587~~661

914,~~347~~419

610,~~212~~874

Consumer insights

76,~~332~~362

6,~~677~~765

1420,~~371~~733

1320,~~367~~132

Creative services

1,~~733~~497

1,~~657~~616

34,~~228~~725

35,~~715~~332

Media services

~~869~~728

~~566~~590

12,~~710~~438

1,~~206~~796

Total revenue

1513,~~408~~940

1314,~~003~~151

2943,~~598~~538

2539,~~450~~602

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 months ended ~~June~~September 30, 2025 and 2024 and the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

As of ~~June~~September 30, 2025, and December 31, 2024, 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~~nine months ended ~~June~~September 30, 2025 and the year ended December 31, 2024 comprised the following:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(in thousands)
Deferred revenue at the start of the period	$	2,883		$	4,569
Amounts invoiced during the period		3345,~~309~~951			40,529
Less: revenue recognized during the period		(2943,~~598~~538	)		(42,215	)
Deferred revenue at the end of the period	$	65,~~594~~296		$	2,883

NOTE 14 – 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 in 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~~September 30, 2025, 12,~~123~~283,017 shares were remaining under the 2022 Stock Option Plan for future issuance.

Options

As of ~~June~~September 30, 2025, options to purchase 10,~~376~~216,983 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 $0.10 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 recorded in connection with the Stock Option Plan was $34,000 and $70,000 for the three months ended June 30, 2025 and 2024, respectively, and $71,000 and $135,000 for the six months ended June 30, 2025 and 2024, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.25

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

~~The~~Compensation ~~following~~expense ~~table~~recorded ~~presents~~in connection with the ~~activity~~2022 ofStock Option Plan was $27,000 and $57,000 for the ~~Company’s~~three ~~outstanding~~months ~~common~~ended ~~stock~~September ~~options~~30, 2025 and 2024, respectively, and $98,000 and $191,000 for the ~~six~~nine months ended ~~June~~September 30, 2025: and 2024, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Common stock options:
Balance outstanding at December 31, 2024		10,459,033		$	0.10		8.0	$	79
Granted		400,000		$	0.04		-	$	2
Exercised		(50,400	)	$	-		-	$	-
Forfeited		(357,900	)	$	0.08		-	$	-
Expired		(73,750	)	$	0.26		-	$	-
Balance outstanding at June 30, 2025		10,376,983		$	0.10		7.5	$	95
Exercisable at June 30, 2025		4,852,994		$	0.13		6.8	$	72
Unvested at June 30, 2025		5,523,989		$	0.08		8.1	$	23

The following table presents the activity of the Company’s outstanding common stock options for the nine months ended September 30, 2025:

During the six months ended June 30, 2025, 400,000 options were issued. No options were issued during the same period of 2024.


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

Common stock options:
Balance outstanding at December 31, 2024		10,459,033		$	0.10		8.0	$	79
Granted		400,000		$	0.04		-	$	1
Exercised		(50,400	)	$	-		-	$	-
Forfeited		(444,150	)	$	0.08		-	$	0
Expired		(147,500	)	$	0.17		-	$	0
Balance outstanding at September 30, 2025		10,216,983		$	0.10		7.3	$	89
Exercisable at September 30, 2025		5,936,294		$	0.12		6.9	$	68
Unvested at September 30, 2025		4,280,689		$	0.07		7.8	$	20

AsDuring ofthe nine ~~June~~months ended September 30, 2025, ~~there~~400,000 options were ~~total~~issued. ~~unrecognized~~During ~~compensation~~the ~~costs~~nine ~~related~~months toended ~~non-vested~~September ~~share-based~~30, ~~compensation~~2024, ~~arrangements of $145~~219,~~000~~673 tooptions bewere ~~recognized through July 2027~~issued.

As of September 30, 2025, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $110,000 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.

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

	June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024
Expected life (years)	5.50 yrs			0 yrs
Expected volatility		~~449~~448.88	%		0.00	%
Risk-free interest rate		4.40	%		0.00	%
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 company's historical volatility, as the Company's common stock is quoted in the over-the-counter market on the OTCQB 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. 26

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

NOTE 15 – 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.

Assets Measured at Fair Value on a Non-~~recurring~~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:~~27

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation Technique	Unobservable Input	Rate (Weighted-Average Cost of Capital)
(in thousands)
Goodwill	$	7,785	Discounted cash flow	Discount rate	19.84%
Intangible assets, net	$	12,352	Discounted cash flow	Discount rate	19.84%

Goodwill and Intangibles Assets

Goodwill and intangible assets are tested for impairment at least annually, and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value associated with the reporting unit exceeds the implied value associated with the reporting unit. We estimated the fair value of our reporting units utilizing an income approach (discounted cash flow method), which incorporated significant unobservable Level 3 inputs.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

~~During~~Goodwill ~~the year ended December 31, 2024, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operating~~ and ~~Insights~~Intangibles reporting units. The assessment used a qualitative assessment, including 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 Ad Network, Owned & Operating and Insights reporting units exceeds its carrying amount. Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024. Assets

~~There~~Goodwill ~~was~~and nointangible ~~triggering~~assets ~~event~~are ortested for impairment ~~for~~at least annually, and if triggering events are noted prior to the ~~six~~annual ~~months~~assessment. ~~ended~~Impairment ~~June~~is 30deemed to occur when the carrying value associated with the reporting unit exceeds the implied value associated with the reporting unit. We estimated the fair value of our reporting units utilizing an income approach (discounted cash flow method), ~~2025~~which incorporated significant unobservable Level 3 inputs.

During the year ended December 31, 2024, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operating and Insights reporting units. The assessment used a quantitative assessment, including consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our quantitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network, Owned & Operating and Insights reporting units exceeds its carrying amount. Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

There was no triggering event or impairment for the nine months ended September 30, 2025.

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 utilizes a third-party valuation company to calculate 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. ~~Amendment~~Amendments Twenty-Two ~~was~~and ~~considered~~Twenty-Three awere ~~modification~~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.

NOTE 16 – 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~~28

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. Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract. In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc. and Big Village Agency, LLC (together, the "Big Village Acquisition"). Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee. The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition. On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $1.7 million to Ladenburg. On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment. This motion was denied on January 30, 2025. On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit. Ladenburg filed a response on July 9, 2025. The Company has until August 29, 2025 to reply to the response. Upon our response, the matter will be fully briefed for the appellate court. The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

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. Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract. In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc. and Big Village Agency, LLC (together, the "Big Village Acquisition"). Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee. The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition. On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $1.7 million to Ladenburg. On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment. This motion was denied on January 30, 2025. Also 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 the judgment. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements. The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025. On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit. Ladenburg filed a response on July 9, 2025, and the Company accrued an additional $242,000 to cover fees related to this matter. The Company replied to Ladenburg's response on August 29, 2025. The matter is now fully briefed for the appellate court. The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

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 17 – 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.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

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, 2025

(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~~September 30, 2025, and December 31, 2024.

At ~~June~~September 30, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $691,000. 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~~September 30, 2025, 12,~~123~~283,017 shares were remaining under the 2022 Stock Option Plan for future issuance.

~~Issue of Common Stock~~30

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				Six Months Ended
	June 30, 2025				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

During the three and six months ended June 30, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):

	Three Months Ended				Six Months Ended
	June 30, 2024				June 30, 2024
	Shares (#)		Value		Shares (#)		Value
Common stock issued for options exercised		63,250	$	1		63,250	$	1
Common stock issued for services rendered		-	$	-		279,452	$	16
Shares of common stock issued, net		63,250	$	1		342,702	$	17

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

Issue of Common Stock

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


	Three Months Ended				Nine Months Ended
	September 30, 2025				September 30, 2025
	Shares (#)		Value		Shares (#)		Value

Common stock issued to Centre Lane related to debt financing		2,832,485	$	105		2,832,485	$	105
Common stock issued for options exercised		-	$	-		50,400	$	2
Shares of common stock issued, net		2,832,485	$	105		2,882,885	$	107

During the three and nine months ended September 30, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):


	Three Months Ended				Nine Months Ended
	September 30, 2024				September 30, 2024
	Shares (#)		Value		Shares (#)		Value

Common stock issued for options exercised		17,000	$	1		80,250	$	2
Common stock issued for services rendered		-	$	-		279,452	$	16
Shares of common stock issued, net		17,000	$	1		359,702	$	18

Treasury Stock

During the ~~six~~nine months ended ~~June~~September 30, 2025, ~~one~~two ~~shareholder~~shareholders relinquished ~~200~~557,~~000~~200 shares of the Company's common stock, which were acquired by the Company at no cost to the Company. A total of 1,~~550~~907,~~175~~375 shares of the Company's common stock, with a value of $220,000, are being held as Treasury Stock by the Company.

Warrants

At ~~June~~September 30, 2025 and December 31, 2024, we had 4175,~~431,200~~000 and 10,573,700 common stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $0.75 and $1.00 per share. Of the 4175,~~431,200~~000 common stock warrants outstanding at ~~June~~September 30, 2025, ~~4,256,200~~all ~~will expire in 2025, and~~ 175,000 will expire in 2030.

Approximately 14,~~025~~256,~~000~~200 and 10,398,700 common stock warrants expired during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and 1660,~~579~~720 and 3,~~000~~153,470 common stock warrants expired during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively.

~~A summary of the Company’s warrants outstanding as of June 30, 2025 and December~~ 31~~, 2024, is presented below.~~

June 30, 2025
Exercise Price		Number Outstanding		Gross Cash Proceeds(if exercised)
$	0.75		4,256,200	$	3,192
$	1.00		175,000	$	175
			4,431,200	$	3,367

Table of Contents

December 31, 2024
Exercise Price		Number Outstanding		Gross Cash Proceeds(if exercised)
$	0.75		10,398,700	$	7,799
$	1.00		175,000	$	175
			10,573,700	$	7,974

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(Unaudited)

A summary of the Company’s warrants outstanding as of September 30, 2025 and December 31, 2024, is presented below.


September 30, 2025
Exercise Price		Number Outstanding		Gross Cash Proceeds (if exercised, in thousands)
$	0.75		-	$	-
$	1.00		175,000	$	175
			175,000	$	175


December 31, 2024
Exercise Price		Number Outstanding		Gross Cash Proceeds (if exercised, in thousands)
$	0.75		10,398,700	$	7,799
$	1.00		175,000	$	175
			10,573,700	$	7,974

NOTE 18 – LOSS PER SHARE

As of ~~June~~September 30, 2025 and 2024, there were ~~177~~180,~~515~~347,~~227~~712 and 172,~~445~~462,836 shares of common stock issued, respectively, and ~~175~~178,~~965~~440,~~052~~337 and 171,~~095~~112,661 shares of common stock outstanding, respectively. Outstanding shares as of ~~June~~September 30, 2025 and 2024, have been adjusted to reflect 1,~~550~~907,~~175~~375 and 1,350,175 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.

28The following tables reconcile actual basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
(in thousands, except per share data)
Numerator:
Net loss	$	(2,833	)	$	(3,256	)	$	(10,145	)	$	(13,230	)
Denominator:
Weighted-average common 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
Net loss per common share
Basic	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.08	)
Diluted	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.08	)

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2025

(Unaudited)

The ~~following~~anti-dilutive ~~tables~~securities ~~reconcile~~excluded ~~actual~~from ~~basic~~the ~~and~~weighted-average shares used to calculate the diluted ~~earnings~~net loss per common share for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. were as follows:

	Three Months Ended						Six Months Ended
	September 30, 2025			September 30, 2024
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Shares unvested and subject to exercise of stock options		10,216,983			10,349,033
(in thousands, except per share data)
Shares subject to exercise of warrants		175,000			18,208,596
Numerator:
Net loss	$	(4,081	)	$	(5,208	)	$	(7,312	)	$	(9,974	)
Denominator:
Weighted-average common shares outstanding:
Basic		175,965,052			171,095,661			175,969,993			171,155,364
Diluted		175,965,052			171,095,661			175,969,993			171,155,364
Net loss per common share
Basic	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.06	)
Diluted	$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.06	)

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, 2025 and 2024 were as follows:

	June 30, 2025		June 30, 2024
Shares unvested and subject to exercise of stock options		10,376,983		10,226,360
Shares subject to exercise of warrants		4,431,200		18,896,316

NOTE 19 – 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 ~~Seventeenth~~Twenty-First Amendment, on ~~April~~December 2026, ~~2023~~2024, the Company issued 215,~~401~~001,~~993~~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-~~First~~Third Amendment, on ~~December~~September 2630, ~~2024~~2025, the Company issued an additional 52,~~001~~832,~~991~~485 shares of common stock of the Company to ~~BV Agency, LLC, an entity beneficially owned by~~ Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners own approximately 1514.08% and 810.61% 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~~September 30, 2025, the Company has entered into 2223 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $8183.36 million and $78.8 million as of ~~June~~September 30, 2025 and December 31, 2024, respectively. See Note 10, Centre Lane Senior Secured Credit Facility, to the Company’s consolidated financial statements for details on this facility.

Preferred Stock

At ~~June~~September 30, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $691,000. This amount is payable to the Company's former Chairman of the Board, Mr. Kip Speyer.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

(Unaudited)

NOTE 20 – INCOME TAXES

The Company recorded a tax provision of $0 for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, 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~~September 30, 2025 and December 31, 2024, the Company had no unrecognized tax benefits or accrued interest and penalties recorded. No interest and penalties were recognized during the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

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, and will continue to evaluate the impact as more guidance becomes available.

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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, 2024. 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, 2024, and those discussed in any subsequent filing we make 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 services, media services, and advertising technology to deliver solutions to improve audience fidelity for brands. We focus on digital publishing, advertising technology, consumer insights, creative services, 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 Services

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Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, and 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 ensures that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment. Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us an indispensable partner in the success of our clients' advertising and marketing endeavors.

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.

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~~nine months ended ~~June~~September 30, 2025 one customer represented 1514.64% of revenue. During the ~~six~~nine months ended ~~June~~September 30, 2024 one customer represented 1413.24% of revenue. The loss of this customer 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~~nine months ended ~~June~~September 30, 2025 and 2024:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
(in thousands)
Revenue	$	1513,~~408~~940		$	1314,~~003~~151		$	2943,~~598~~538		$	2539,~~450~~602
Cost of revenue		129,~~371~~686			9,~~581~~764			2231,~~289~~975			1828,~~892~~656
Gross margin		34,~~037~~254			34,~~422~~387			711,~~309~~563			610,~~558~~946
General and administrative expenses		4,~~021~~099			54,~~310~~414			812,~~545~~644			1014,~~552~~966
Financing and other expense, net		(32,~~097~~988	)		(3,~~320~~229	)		(69,~~076~~064	)		(59,~~980~~210	)
Net loss	$	(42,~~081~~833	)	$	(53,~~208~~256	)	$	(710,~~312~~145	)	$	(913,~~974~~230	)
Adjusted EBITDA (loss) (1)	$	~~(218~~1,331	)	$	~~(920~~804	)	$	~~599~~1,930		$	(21,~~023~~274	)

(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 ~~increased~~decreased ~~$2.4~~by ~~million~~$211,000, or 181%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. Revenue increased by $43.19 million, or 1610%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. See below for a detailed analysis of revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024.

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 ~~increased~~decreased ~~approximately~~by $~~2.8 million~~78,000, or 291%, for the three months ended ~~June~~September 30, 2025 compared to the same period in 2024. Cost of revenue increased ~~approximately~~by $3.43 million, or 1812%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. See below for a detailed analysis of cost of revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024.

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.

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General and administrative expenses decreased ~~approximately~~by $~~1.3 million~~315,000, or 247%, for the three months ended ~~June~~September 30, 2025 compared to the same period in 2024. General and administrative expenses decreased ~~approximately~~by $2.03 million, or 1916%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. See below for a detailed analysis of general and administrative expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

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~~September 30, 2025 Compared to Three Months Ended ~~June~~September 30, 2024

Net loss for the quarter ended ~~June~~September 30, 2025 was $42.18 million as compared to a net loss of $53.23 million for the same period in 2024. The following is our analysis for the period:

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			Change
(in thousands)
Revenue	$	1513,~~408~~940		$	1314,~~003~~151		$	~~2,405~~(211	)	18-1	%
Cost of revenue		129,~~371~~686			9,~~581~~764			~~2,790~~(78	)	29-1	%
Gross margin		34,~~037~~254			34,~~422~~387			(~~385~~133	)	-113	%
General and administrative expenses		4,~~021~~099			54,~~310~~414			(~~1,289~~315	)	-247	%
Loss from operations		(984	)		(1,888	)		904		-48	%
Income (loss) from operations		155			(27	)		182		-674	%
Financing and other expense, net		(32,~~097~~988	)		(3,~~320~~229	)		~~223~~241		-7	%
Net loss	$	(42,~~081~~833	)	$	(53,~~208~~256	)	$	~~1,127~~423		-2213	%
Gross margin percentage		2031	%		2631	%				-60	%

Revenue

Our revenue ~~increased~~decreased ~~$2.4~~by ~~million~~$211,000, or 181%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. The ~~increase in revenue was largely attributable to our advertising technology division. The~~ Company focuses on digital publishing, advertising technology, consumer insights, creative services, and media services. Changes in revenue generated by each such division are set forth below:

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024		Change
(in thousands)
Digital publishing	$	~~359~~280	$	~~516~~519	$	(~~157~~239	)	~~(30~~-46	)%
Advertising technology		5,~~115~~073		34,~~587~~661		~~1,528~~412		439	%
Consumer insights		76,~~332~~362		6,~~677~~765		~~655~~(403	)	10-6	%
Creative services		1,~~733~~497		1,~~657~~616		76(119	)	5-7	%
Media services		~~869~~728		~~566~~590		~~303~~138		5423	%
	$	1513,~~408~~940	$	1314,~~003~~151	$	~~2,405~~(211	)	18-1	%

Digital Publishing

Digital publishing revenue decreased by $~~157~~239,000, or 3046%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $~~359~~280,000, or 2%, of the Company’s revenue for the three months ended ~~June~~September 30, 2025, was generated from our digital publishing customers, compared to $~~516~~519,000, or 4%, for the same period in 2024. This division was significantly impacted by 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 $~~1.5 million~~412,000, or 439%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $5.1 million, or 3336%, of the Company’s revenue for the three months ended ~~June~~September 30, 2025, was generated from our advertising technology customers compared to $34.67 million, or 2833%, for the same period in 2024. This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn ~~has~~ 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 ~~increased~~decreased by $~~655~~403,000, or 106%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $76.34 million, or 4846%, of the Company’s revenue for the three months ended ~~June~~September 30, 2025 was generated from our consumer insights customers compared to $6.78 million, or 5148%, for the same period in 2024. ~~This growth was driven by an increase in contract value for certain larger tier revenue customers.~~

Creative Services

Creative services revenue ~~increased~~decreased by $76119,000, or 57%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $1.75 million, or 11%, of the Company’s revenue for the three months ended ~~June~~September 30, 2025, was generated from our creative services customers compared to $1.76 million, or 1311% for the same period in 2024.

Media Services

Media services revenue increased by $~~303~~138,000, or 5423%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $~~869~~728,000, or 65%, of the Company’s revenue for the three months ended ~~June~~September 30, 2025, was generated from our media services customers compared to $~~566~~590,000, or 4%, for the same period in 2024. This increase was primarily related to the timing of customer needs.

Cost of Revenue

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025		2024			Change
(in thousands)
Direct salaries and labor costs	$	1,~~864~~546	$	21,~~146~~541		$	~~(282~~5	)	~~(13~~0	)%
Direct project costs		42,~~911~~389		3,~~050~~002			~~1,861~~(613	)	61-20	%
Non-direct project costs		1,~~153~~526		1,~~616~~755			(~~463~~229	)	~~(29~~-13	)%
Publisher costs		3,~~700~~739		23,~~300~~023			~~1,400~~716		6124	%
Content creation		~~222~~147		~~160~~174			62(27	)	39-16	%
Sales commissions		~~316~~239		~~246~~309			(70	)	28-23	%
Other		~~205~~100		63(40	)		~~142~~140		~~225~~-350	%
	$	129,~~371~~686	$	9,~~581~~764		$	~~2,790~~(78	)	29-1	%

Cost of revenue ~~increased~~decreased ~~$2.8~~by ~~million~~$78,000, or 291%, for the three months ended ~~June~~September 30, 2025, compared to the same period for 2024. This ~~increase~~decrease is due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost ~~decreased~~remained ~~$282~~consistent,~~000,~~ orwith ~~13%~~a slight increase of $5,000 for the three months ended ~~June~~September 30, 2025, when compared to the same period in 2024. Approximately $1.95 million, or 1516%, of the Company's cost of revenue for the three months ended ~~June~~September 30, 2025, was a result of direct salaries and labor cost compared to $2.1.5 million, or 2215%, for the same period in 2024. ~~This decrease is related to our continued efforts to decrease headcount.~~ These costs represent salary and labor cost of employees that work directly on customer projects for our consumer insights, creative services, and media services divisions.

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Direct Project Cost

Direct project cost ~~increased~~decreased ~~$1.9~~by ~~million~~$613,000, or 6120%, for the three months ended ~~June~~September 30, 2025 when compared to the same period in 2024. Approximately $42.94 million, or 4025%, of the Company's cost of revenue for the three months ended ~~June~~September 30, 2025, was a result of direct project cost compared to $3.10 million, or 3231%, during the same period in 2024. This ~~increase~~decrease was consistent with the ~~increase~~decrease ~~noted~~ in revenue from our ~~media services and~~ consumer insights division. 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, creative services, and media services divisions.

Non-Direct Project Cost

Non-direct project cost decreased by $~~463~~229,000, or 2913%, for the three months ended ~~June~~September 30, 2025 when compared to the same period in 2024. Approximately $1.25 million, or 916%, of the Company's cost of revenue for the three months ended ~~June~~September 30, 2025, was a result of non-direct project cost compared to $1.68 million, or 1718%, for the same period in 2024. This decrease is related to our continued efforts to decrease headcount. These costs represent overall client service costs that are not specifically related to a particular project, but relate to services for our consumer insights, creative services, and media services divisions.

Publisher Cost

Publisher cost was $3.7 million, which represents 3039% of overall cost of revenue, and $2.3.0 million, or 2431%, of overall cost of revenue, for the three months ended ~~June~~September 30, 2025 and 2024, respectively. We experienced an increase of $~~1.4 million~~716,000, or 6124%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. ~~This~~In ~~increase~~2024, iswe ~~consistent~~ran political campaigns with ~~the~~margins ~~increase~~better ~~noted~~than our average. We did not run similar campaigns in ~~revenue~~2025, ~~for~~and as a result, in 2025 our ~~advertising~~margins ~~technology~~were ~~division~~lower. In 2025, we have had higher costs with publishers in connection with the revenue obtained from ad sales. These costs represent payments to media providers and website publishers.

Gross Margin

Gross margin was $34.03 million and $34.4 million for the three months ended ~~June~~September 30, 2025 and 2024, respectively. Our gross margin decreased by $~~385~~133,000, or 113%, for the three months ended ~~June~~September 30, 2025, when compared to the same period of 2024. ~~This decline was a result of the increase in cost of revenue.~~ Gross margin as a percentage of revenue ~~decreased~~remained toconsistent 20at 31% for the three months ended ~~June~~September 30, 2025 ~~compared~~and ~~to 26% for the same period of~~ 2024.

General and Administrative Expenses

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			Change
(in thousands)
Personnel costs	$	1,~~820~~650		$	21,~~385~~920		$	(~~565~~270	)	~~(24~~-14	)%
Legal fees		~~202~~460			~~508~~158			~~(306~~302	)	~~(60~~191	)%
Professional fees		~~824~~884			~~757~~799			6785		911	%
Insurance		~~131~~130			~~211~~193			(8063	)	~~(38~~-33	)%
Depreciation		1511			3536			(2025	)	~~(57~~-69	)%
Amortization		~~485~~446			~~481~~480			4(34	)	1-7	%
Website expenses		~~148~~198			~~379~~351			(~~231~~153	)	~~(61~~-44	)%
Data processing		~~141~~170			~~296~~262			(~~155~~92	)	~~(52~~-35	)%
Other		~~255~~150			~~258~~215			(365	)	(1-30	)%
	$	4,~~021~~099		$	54,~~310~~414		$	(~~1,289~~315	)	~~(24~~-7	)%
Gross margin as a percentage of general and administrative expense		76104	%		6499	%				125	%

General and administrative expenses decreased by $1.3 million, or 24%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease is due to a combination of factors as discussed below.39

Personnel Cost

Personnel cost decreased by approximately $565,000, or 24%, for the three months ended June 30, 2025, compared to the same period in 2024. This change was mainly driven by a decrease in the Company's head count by a net change of 35 employees. The Company employee's headcount was 115 and 150 at June 30, 2025 and 2024, respectively.

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General and administrative expenses decreased by $315,000, or 7%, for the three months ended September 30, 2025, compared to the same period in 2024. The decrease is due to a combination of factors as discussed below:

Personnel Cost

Personnel cost decreased by $270,000, or 14%, for the three months ended September 30, 2025, compared to the same period in 2024. This change was mainly driven by a decrease in the Company's head count by a net change of 28 employees. The Company employee's headcount was 113 and 141 at September 30, 2025 and 2024, respectively.

Legal Fees

Legal fees ~~decreased~~increased by $~~306~~302,000, or 60191%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. This increase was due largely to payments made as part of the ongoing litigation with Ladenburg. See Note 16, Commitments and Contingencies, to the consolidated financial statements.

Website Expenses

Website expenses decreased by $~~231~~153,000, or 6144%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. This decrease was related to a reclassification of certain components of software costs from website expenses to cost of revenue.

Data Processing

Data processing decreased by $155,000, or 52%, for the three months ended June 30, 2025, compared to the same period in 2024. This reduction was due largely to the reclassification of certain components of data processing costs from data processing to website expenses.

Financing Expense (Income)

	Three Months Ended June 30,
	Three Months Ended September 30,
	2025			2024			Change
(in thousands)
Interest expense	$	3,~~141~~040		$	3,~~372~~261		$	(~~231~~221	)	(-7	)%
Other expense (income)		(4452	)		(5331	)		9(21	)	~~(17~~68	)%
Total financing and other expense, net	$	32,~~097~~988		$	3,~~319~~230		$	(~~222~~242	)	(-7	)%

Financing and other expense, net, decreased by $~~222~~242,000, or 7%, for the three months ended ~~June~~September 30, 2025, compared to the same period in 2024. This decrease is related to a decrease in interest paid under the Centre Lane Senior Secured Credit Facility due to greater capitalization of interest in the current year. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

~~Six~~Nine Months Ended ~~June~~September 30, 2025 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2024

Net loss for the ~~six~~nine months ended ~~June~~September 30, 2025 was $710.31 million as compared to a net loss of $1013.02 million for the same period in 2024. The following is our analysis for the period:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025			2024			Change
(in thousands)
Revenue	$	2943,~~598~~538		$	2539,~~450~~602		$	43,~~148~~936		1610	%
Cost of revenue		2231,~~289~~975			1828,~~892~~656			3,~~397~~319		1812	%
Gross margin		711,~~309~~563			610,~~558~~946			~~751~~617		116	%
General and administrative expenses		812,~~545~~644			1014,~~552~~966			(2,~~007~~322	)	-1916	%
Loss from operations		(1,~~236~~081	)		(34,~~994~~020	)		2,~~758~~939		-6973	%
Financing and other expense, net		(69,~~076~~064	)		(59,~~980~~210	)		~~(96~~146	)	-2	%
Net loss	$	(710,~~312~~145	)	$	(913,~~974~~230	)	$	23,~~662~~085		-2723	%
Gross margin percentage		2527	%		2628	%				-1	%

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Revenue

Our revenue increased by $43.19 million, or 1610%, for the ~~six~~ nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. The increase in revenue was largely attributable to our advertising technology division. The Company focuses on digital publishing, advertising technology, consumer insights, creative services, and media services. Changes in revenue generated by each such division are set forth below:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		Change
(in thousands)
Digital publishing	$	~~942~~1,222	$	~~950~~1,468	$	(8246	)	(1-17	)%
Advertising technology		914,~~347~~420		610,~~212~~874		3,~~135~~546		5033	%
Consumer insights		1420,~~371~~733		1320,~~367~~132		~~1,004~~601		83	%
Creative services		34,~~228~~725		35,~~715~~332		(~~487~~607	)	~~(13~~-11	)%
Media services		12,~~710~~438		1,~~206~~796		~~504~~642		4236	%
	$	2943,~~598~~538	$	2539,~~450~~602	$	43,~~148~~936		1610	%

Digital Publishing

Digital publishing revenue decreased by $8246,000, or 117%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $~~942~~1.2 million,~~000,~~ or 3%, of the Company’s revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was generated from our digital publishing customers, compared to $~~950~~1.5 million,~~000,~~ or 4%, for the same period in 2024.

Advertising Technology

Advertising technology revenue increased by $3.15 million, or 5033%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $914.34 million, or 3233%, of the Company’s revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was generated from our advertising technology customers compared to $610.29 million, or 2428%, for the same period in 2024. This growth was driven by our ability to leverage our resources to attract top advertisers, which in turn has 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 increased by $~~1.0 million~~601,000, or 83%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $1420.47 million, or 4948%, of the Company’s revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was generated from our consumer insights customers compared to $1320.41 million, or 5351%, for the same period in 2024. ~~This growth was driven by an increase in contract value for certain larger tier revenue customers.~~

Creative Services

Creative services revenue decreased by $~~487~~607,000, or 1311%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $34.27 million, or 11%, of the Company’s revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was generated from our creative services customers compared to $35.73 million, or 1513% for the same period in 2024. This decrease was primarily related to a decrease in the number of projects for smaller tier revenue customers.

Media Services

Media services revenue increased by $~~504~~642,000, or 4236%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. Approximately $12.74 million, or 6%, of the Company’s revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was generated from our media services customers compared to $1.28 million, or 5%, for the same period in 2024. This increase was primarily related to the timing of customer needs and the moving of certain projects from year-end 2024 to the first ~~half~~three quarters of 2025.

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Cost of Revenue

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025		2024		Change
(in thousands)
Direct salaries and labor costs	$	35,~~677~~223	$	45,~~076~~617	$	(~~399~~394	)	~~(10~~-7	)%
Direct project costs		810,~~545~~934		69,~~199~~201		21,~~346~~733		3819	%
Non-direct project costs		23,~~152~~678		35,~~704~~459		(1,~~552~~781	)	~~(42~~-33	)%
Publisher costs		610,~~725~~464		47,~~098~~121		23,~~627~~343		6447	%
Content creation		~~401~~548		~~353~~527		4821		144	%
Sales commissions		~~575~~814		~~347~~656		~~228~~158		6624	%
Other		~~214~~314		~~115~~75		99239		86319	%
	$	2231,~~289~~975	$	1828,~~892~~656	$	3,~~397~~319		1812	%

Cost of revenue increased by $3.43 million, or 1812%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period for 2024. This increase is due to the factors discussed below:

Direct Salaries and Labor Cost

Direct salaries and labor cost decreased by $~~399~~394,000, or 107%, for the ~~six~~nine months ended ~~June~~September 30, 2025, when compared to the same period in 2024. Approximately $35.72 million, or 16%, of the Company's cost of revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was a result of direct salaries and labor cost compared to $45.16 million, or 22% for the same period in 2024. ~~This decrease is related to our continued efforts to decrease headcount.~~ These costs represent salary and labor cost of employees that work directly on customer projects for our consumer insights, creative services, and media services divisions.

Direct Project Cost

Direct project cost increased by $21.37 million, or 3819%, for the ~~six~~nine months ended ~~June~~September 30, 2025, when compared to the same period in 2024. Approximately $810.59 million, or 3834%, of the Company's cost of revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 was a result of direct project cost compared to $69.2 million, or 3332%, during the same period in 2024. This increase was related to an increase in customer contracts. 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, creative services, and media services divisions.

Non-Direct Project Cost

Non-direct project cost was $23.27 million, or 1012%, of the Company's cost of revenue for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $35.75 million, or 2019%, for the same period in 2024. These costs represent overall client service costs that are not specifically related to a particular project, but relate to services for our consumer insights, creative services, and media services divisions. The decrease inof ~~non-direct~~$1.8 ~~project~~million ~~costs~~ is related to ~~the~~our ~~decrease~~continued inefforts ~~revenue~~to ~~from~~decrease ~~our creative services division~~headcount.

Publisher Cost

Publisher cost was $610.75 million, which represents 3033% of overall cost of revenue, and $47.1 million, or 2225%, of overall cost of revenue, for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. We experienced an increase of $23.63 million, or 6447%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. ~~This~~In ~~increase~~2024, iswe ~~consistent~~ran political campaigns with ~~the~~margins ~~increase~~better ~~noted~~than our average. We did not run similar campaigns in ~~revenue~~2025, ~~for~~and as a result, in 2025 our ~~advertising~~margins ~~technology~~were ~~division~~lower. In 2025, we have had higher costs with publishers in connection with the revenue obtained from ad sales. These costs represent payments to media providers and website publishers.

Gross Margin

Gross margin was $711.3 6 million and $610.69 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. Our gross margin increased $~~724~~617,000, or 116%, for the ~~six~~nine months ended ~~June~~September 30, 2025, when compared to the same period of 2024. Gross margin as a percentage of revenue decreased to 2527% for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to 2628% for the same period of 2024 due to the higher cost of revenue.

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General and Administrative Expenses

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2025			2024			Change
(in thousands)
Personnel costs	$	35,~~648~~298		$	46,~~877~~797		$	(1,~~229~~499	)	~~(25~~-22	)%
Legal fees		~~655~~1,115			~~788~~946			~~(133~~169	)	~~(17~~18	)%
Professional fees		12,~~588~~472			12,~~602~~401			~~(14~~71	)	(13	)%
Insurance		~~262~~392			~~414~~607			(~~152~~215	)	~~(37~~-35	)%
Depreciation		2839			75111			(4772	)	~~(63~~-65	)%
Amortization		~~970~~1,416			~~962~~1,442			8(26	)	1-2	%
Website expenses		~~477~~675			~~676~~1,027			(~~199~~352	)	~~(29~~-34	)%
Data processing		~~445~~615			~~710~~972			(~~265~~357	)	(-37	)%
Other		~~472~~622			~~448~~663			24(41	)	5-6	%
	$	812,~~545~~644		$	1014,~~552~~966		$	(2,~~007~~322	)	~~(19~~-16	)%
Gross margin as a percentage of general and administrative expense		8691	%		6273	%				2418	%

General and administrative expenses decreased by $2.03 million, or 1916%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. The decrease is due to a combination of factors as discussed below.:

Personnel Cost

Personnel cost decreased by ~~approximately~~ $1.25 million, or 2522%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. This change was mainly driven by a decrease in the Company's head count by a net change of 3528 employees. The Company employee's headcount was ~~115~~113 and ~~150~~141 at ~~June~~September 30, 2025 and 2024, respectively.

Insurance Cost

Insurance cost decreased by $215,000, or 35%, compared to the same period in 2024. This change was mainly driven by a reform of the Company's management liability insurance program, including changes to insurance providers, resulting in a decrease in premiums from the prior year.

Legal Fees

Legal fees ~~decreased~~increased by $~~133~~169,000, or 1718%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. This increase was due largely to payments made as part of the ongoing litigation with Ladenburg. See Note 16, Commitments and Contingencies, to the consolidated financial statements.

Website Expenses

Website expenses decreased by $~~199~~352,000, or 2934%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. This decrease was related to a reclassification of certain components of software costs from website expenses to cost of revenue.

Data Processing

Data processing decreased by $~~265~~357,000, or 37%, for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to the same period in 2024. This reduction was due largely to the reclassification of certain components of data processing costs from data processing to website expenses.

~~Financing Expense (Income)~~43

	Six Months Ended June 30,
	2025			2024			Change
(in thousands)
Interest expense	$	6,167		$	6,377		$	(210	)	(3	)%
Other expense (income)		(91	)		(397	)		306		(77	)%
Total financing and other expense, net	$	6,076		$	5,980		$	96		2	%

Financing and other expense, net increased by $96,000, or 2%, for the six months ended June 30, 2025, compared to the same period in 2024.

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Financing Expense (Income)


	Nine Months Ended September 30,
	2025			2024			Change
(in thousands)
Interest expense	$	9,207		$	9,638		$	(431	)	-4	%
Other expense (income)		(143	)		(428	)		285		-67	%
Total financing and other expense, net	$	9,064		$	9,210		$	(146	)	-2	%

Financing and other expense, net, decreased by $146,000, or 2%, for the nine months ended September 30, 2025, compared to the same period in 2024. This decrease is related to a decrease in interest paid under the Centre Lane Senior Secured Credit Facility due to greater capitalization of interest in the current year. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

Use of Non-GAAP Financial Measure

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,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
(in thousands)
Net loss before tax	$	(42,~~081~~833	)	$	(53,~~208~~256	)	$	(710,~~312~~145	)	$	(913,~~974~~230	)
Depreciation expense		1511			3536			2839			75111
Amortization of intangibles		~~485~~446			~~481~~480			~~970~~1,416			~~962~~1,442
Amortization of debt discount		~~556~~489			~~936~~691			1,~~189~~678			12,~~552~~243
Other interest expense		6			1110			1218			2132
Interest expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes		2,~~579~~545			2,~~426~~559			47,~~966~~511			47,~~804~~364
EBITDA		(440	)		(1,319	)		(147	)		(2,560	)
EBITDA (loss)		664			520			517			(2,038	)
Stock compensation expense		3427			7057			7198			~~135~~191
Non-recurring professional fees		20111			-167			~~261~~372			-167
Non-recurring legal fees		~~111~~516			~~254~~60			~~357~~873			~~309~~313
Non-recurring severance expense		5713			75-			5770			93
Adjusted EBITDA (loss)	$	~~(218~~1,331	)	$	~~(920~~804	)	$	~~599~~1,930		$	(21,~~023~~274	)

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~~September 30, 2025, as compared to December 31, 2024.

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
(in thousands)
Total current assets	$	1817,~~811~~428		$	20,299
Total current liabilities		3634,~~100~~712			33,780
Net working capital (deficit)	$	(17,~~289~~284	)	$	(13,481	)

41As of September 30, 2025, we had a cash balance of $553,000 and a restricted cash balance of $1.9 million compared with a cash balance of $2.5 million and a restricted cash balance of $1.9 million as of December 31, 2024. The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed below. See – “Going Concern.”

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As of June 30, 2025, we had a cash balance of $1.7 million and a restricted cash balance of $1.9 million compared with a cash balance of $2.5 million and a restricted cash balance of $1.9 million as of December 31, 2024. The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed below. See – “Going Concern.”

Going Concern

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $~~174~~177.20 million as of ~~June~~September 30, 2025. Cash flows provided by (used in) operating activities were $~~1.2~~347,000 ~~million~~ and $(~~385~~451,000) for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. As of ~~June~~September 30, 2025, the Company had a working capital deficit of approximately $17.3 million, inclusive of $~~1.7~~553,000 ~~million~~ in cash and cash equivalents and $1.9 million in restricted cash.

The Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, isare 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 $45.82 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 to 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~~September 30, 2025, Centre Lane Partners has loaned the Company $39.9 million through Amendments One through Eight (the "Second Out Loans"), Amendments Nine through Sixteen (the "First Out Loans"), and Amendments Seventeen, ~~Twenty-One,~~ and Twenty-~~Two~~One (the "Third Out 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%;

•

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.

42Effective 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 temporary modifications:

•

~~Table~~Converting ofthe ~~Contents~~First Out Loans cash interest due on September 30, 2025 to interest PIK;

•

~~The~~Reducing ~~outstanding~~the ~~principal~~First ~~owed~~Out toLoans ~~Centre~~amortization ~~Lane~~payment ~~Partners~~from ~~was~~ $~~81.3~~575,000 ~~million~~to ~~and~~ $~~78.8~~250,000 ~~million~~due ason ofSeptember ~~June~~ 30, 2025 ~~and December 31~~, ~~2024,~~with ~~respectively. Of~~ the ~~amount~~difference ~~outstanding~~deferred atto ~~June~~the ~~30,~~maturity ~~2025,~~date ~~approximately~~of ~~$4.7~~the ~~million~~First isOut ~~due by June 30~~Loans, ~~2026.~~which ~~The balance of $76.6 million~~ is ~~due in~~ 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 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 the payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, will revert to the terms established under the Twenty-Second Amendment.

The outstanding principal owed to Centre Lane Partners was $83.6 million and $78.8 million as of September 30, 2025 and December 31, 2024, respectively. Of the amount outstanding at September 30, 2025, approximately $5.1 million is due by September 30, 2026, with $975,000 due at December 31, 2025, and $1.4 million due at each of March 31, June 30, and September 30, 2026. The balance of $78.5 million is due in December 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~~nine months ended ~~June~~September 30, 2025 and 2024:

	Six Months Ended June 30,
	Nine Months Ended September 30,
(in thousands)	2025			2024
Cash flow provided by (used in) operating activities	$	~~1,234~~347		$	(~~385~~451	)
Cash flow used in investing activities		(4930	)		(85100	)
Cash flow used in financing activities		(2,~~051~~307	)		(~~886~~971	)
Net decrease in cash and cash equivalents, net of impact of exchange rates	$	(~~868~~1,993	)	$	(1,~~348~~515	)

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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~~nine months ended ~~June~~September 30, 2025, cash provided by operating activities was $~~1.2~~347,000 ~~million.~~ The primary factors affecting our operating cash flows during the period were our net loss of $710.31 million, adjusted for non-cash charges of $~~970,000~~1.4 million for amortization of intangible assets, $1.27 million of amortization of debt discount, $47.50 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, and a $~~1.7~~4,000 ~~million~~ net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $32.74 million increase in deferred revenue, and a $~~904~~706,000 decrease in accounts receivable, partially offset by a $21.06 million decrease in accounts payable and accrued expenses and a $1.5 million decrease in other liabilities.

For the ~~six~~nine months ended ~~June~~September 30, 2024, cash ~~flow~~ used in operating activities was $~~385~~451,000. The primary factors affecting our operating cash flows during the period were our net loss of $1013.02 million, adjusted for non-cash charges of $~~962,000~~1.4 million for amortization of intangible assets, $12.62 million of amortization of debt discount, $46.59 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $~~135~~191,000 for stock compensation expense, and a $21.38 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $2.63 million ~~decrease~~increase in accounts receivable, ~~and~~ a $~~1.2~~543,000 ~~million~~decrease ~~increase~~ in ~~deferred~~accounts ~~revenue.~~payable, ~~partially~~and ~~offset by~~ a $~~993~~363,000 decrease in ~~accounts~~other ~~payable~~liabilities, ~~and~~partially offset by a $~~613~~200,000 ~~decrease~~increase in ~~other~~deferred ~~liabilities~~revenue.

Investing Activities

Cash used in investing activities of $4930,000 and $85100,000 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, was attributable to $4930,000 and $14,000, respectively, for the purchase of property and equipment, and $7186,000 for website enhancements during the ~~six~~nine months ended ~~June~~September 30, 2024.

Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company used cash of $2.13 million in financing activities, which is largely attributable to the repayment of principal on the Centre Lane Senior Secured Credit Facility of $2.03 million.

During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company used cash of $~~886~~971,000 in financing activities, which is largely attributable to ~~the~~ repayment of principal on the Centre Lane Senior Secured Credit Facility of $879,000.

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 12, Leases, to the consolidated financial statements, and in the Annual Report on Form 10-K for the year ended December 31, 2024.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2025 and December 31, 2024, 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.

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.

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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, 2024.

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~~September 30, 2025. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of ~~June~~ September 30, 2025, 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 staff and processes, internal controls are at the forefront of our efforts to produce accurate and complete financial statements. The Company has provided standard operating procedures to ensure each process is both functioning and performed correctly. This allows for documented updates and improvements. The implementation of the month end close software also elevated our internal controls and documentation. Management does recognize that without updated systems, the manual processes will allow for possible material weaknesses in the future.

Notwithstanding the significant deficiencies described below, based on the Company's continued improvements in its accounting staff and processes described above, the Company's Chief Executive Officer and Chief Financial Officer evaluated our internal controls and concluded that as of ~~June~~September 30, 2025, 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~~September 30, 2025.

Outlined below are the significant deficiencies identified by management, along with the remedial actions planned.

Significant Deficiency

A significant deficiency or a combination of deficiencies in internal control over financial reporting is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting. The presence of such a deficiency does not mean that a material misstatement has occurred, but it indicates the possibility of such an occurrence in the future.

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As the Company continues to update and integrate its accounting and project systems, we have identified deficiencies in our overall internal controls, specifically as identified below:

•

Inadequate controls related to revenue recognition and cost of revenue processes leading to the possibility of the misstatement of material transactions impacting financial statements.

•

Ineffectiveness of the Company’s information technology systems and controls concerning financial information.

•

Inadequate controls related to share cancellation processes leading to the possibility of misstatement of transactions impacting financial statements.

To address these weaknesses, the Company has initiated a remediation plan comprising the following measures, including continued progress in the third quarter of 2025:

•

Updating the information technology general controls ("ITGC") risk assessment to ensure reliability, integrity, security, and confidentiality of the Company’s infrastructure and data.

•

Examination of information technology systems to ascertain necessary updates to support the financial reporting process.

•

Implementing the compliance option in Floqast to identify and document key controls. This will create a key control matrix to establish and document controls related to revenue recognition, cost of sales, equity, and other processes to enhance internal controls over financial reporting.

•

Shortening the monthly close timeline through process optimization, enhanced coordination across departments, and automation of key reconciliation and reporting activities to accelerate the availability of accurate financial information.

•

In the year ended December 31, 2024, the accounting and finance department improved with the hiring of an experienced operational Controller and Accounting Manager as well as the VP of Finance. These positions complement and collaborate with the existing SEC Reporting Manager. We believe this will strengthen our department as we work towards strong internal controls and provide guidance beyond the finance functions for those we rely on to provide information to support our financial reporting process.

•

In the quarter ended September 30, 2025, we began the implementation of a new accounting infrastructure software Business Central to improve the efficiency, accuracy, and integration of financial data across departments, further supporting the Company’s financial reporting and internal control objectives.

We will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary.

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~~September 30, 2025 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

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. Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract. In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc. and Big Village Agency, LLC (together, the "Big Village Acquisition"). Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee. The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition. On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $1.7 million to Ladenburg. On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment. This motion was denied on January 30, 2025. Also 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 the judgment. See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements. The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025. On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit. Ladenburg filed a response on July 9, 2025., ~~The~~and the Company ~~has~~accrued ~~until~~an ~~August~~additional 29$242,000 ~~2025~~ to ~~reply~~cover fees related to ~~the~~this ~~response~~matter. ~~Upon~~The ~~our~~Company replied to Ladenburg's response on August 29, ~~the~~2025. The matter ~~will~~is benow fully briefed for the appellate court. The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

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~~September 30, 2025, one customer represented 1715.10% of our total accounts receivable balance and another customer represented 10.69% 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, 2024.

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

~~None~~In connection with the Twenty-Third 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 2,832,485 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.

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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-Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 30, 2025				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 7, 2025	By:	/s/ Matthew Drinkwater
November 7, 2025	By:	/s/ Matthew Drinkwater
		Matthew Drinkwater,
		Interim Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
		/s/ Ethan Rudin
		Ethan Rudin,
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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