Bright Mountain Media, Inc. Files Amendment to 8-K: Significant Credit Agreement Changes

Key Points in the Report

• Amendment Filed: Bright Mountain Media, Inc. (“the Company”) filed Amendment No. 1 to its Form 8-K, correcting a previous misclassification of disclosure items from Item 2.02 to Item 2.03. No other changes were made to the original report.
• Material Credit Agreement Changes: The Company and its subsidiaries are parties to an Amended and Restated Senior Secured Credit Agreement with Centre Lane Partners Master Credit Fund II, L.P. as Administrative Agent and Collateral Agent, dated June 5, 2020, and subsequently amended.
• Twenty-Fifth Amendment: Latest amendment (the “Twenty-Fifth Amendment”) introduced substantial changes to loan amortization and interest payments.

Details of the Credit Agreement Amendments

1. Deferral of Loan Repayment:
   • The quarterly installment due on March 31, 2026 for the Second Out Loans (totaling approximately \$1.2 million) has been deferred entirely until December 20, 2026.
2. Interest Payments Adjusted:
   • Interest accrued on the Second Out Loans for the period ending March 31, 2026 (approximately \$201,000) will be paid as payable-in-kind (PIK) rather than in cash. This means interest is added to the principal, potentially increasing overall debt obligations.
3. Equity Issuance to Centre Lane Partners:
   • As consideration for the amendment, Bright Mountain Media, Inc. agreed to issue 2,922,566 shares of common stock (par value \$0.01 per share), representing 1.5% of the fully-diluted pro forma ownership as of March 31, 2026, to Centre Lane Partners.
   • Following this issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 27.3% of the Company’s common stock.
4. Upcoming Debt Obligations:
   • Approximately \$1.6 million will be due under the Credit Agreement as of June 30, 2026.
   • The maturity date of the Credit Agreement is December 20, 2026, at which time about \$92.1 million will be due.

Potential Price-Sensitive Information for Investors

• Deferred Loan Repayments and PIK Interest:
  • The deferral of the \$1.2 million loan installment and conversion of interest to PIK relieves immediate cash flow pressures but increases future obligations. This may affect the Company’s liquidity and solvency profile as the maturity date approaches.
• Significant Equity Issuance:
  • The issuance of nearly 3 million shares to Centre Lane Partners dilutes existing shareholders and increases the concentration of ownership. With Centre Lane Partners controlling 27.3% of outstanding shares, they could exert considerable influence over shareholder votes and corporate decisions.
• Large Debt Maturity:
  • The looming maturity of \$92.1 million in debt by December 2026 is a major risk factor. Investors should monitor the Company’s plans for refinancing or repayment, as failure to address this could negatively impact share value.
• Corrected Disclosure:
  • This amendment clarifies the nature of the obligations, ensuring investors are accurately informed. Regulatory compliance and transparency are essential for market confidence.

Other Important Shareholder Information

• No securities registered under Section 12(b): The Company has no securities registered for trading on any exchange; trading symbol and exchange name are listed as “None” and “N/A”.
• Emerging Growth Company Status: The Company does not qualify as an emerging growth company under SEC rules.
• Corporate Details: Incorporated in Florida; principal office at 6400 Congress Ave., Suite 2050, Boca Raton, FL 33487.
• CEO: Matthew Drinkwater.

Summary

This filing is highly relevant for investors, as it directly impacts both the Company’s financial obligations and equity structure. The deferral and PIK interest arrangements may provide short-term relief but increase long-term risk. The substantial share issuance to Centre Lane Partners increases their influence and dilutes existing shareholders. The large debt maturity in December 2026 is a critical risk that shareholders should monitor closely. These developments are likely to be price sensitive and could affect the valuation and trading of Bright Mountain Media, Inc. shares.

Disclaimer: This article is based on information disclosed in SEC filings and is intended for informational purposes only. It does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions regarding Bright Mountain Media, Inc. The author does not take responsibility for the accuracy or timeliness of information provided herein.

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