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CLOSED · 04:10 ET
Market ClerkRecap
Sat Oct 24 · markets closed6 signals on Oct 2394 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

BMTM

Bright Mountain Media, Inc.
OTC · TECHNOLOGY · SERVICES-COMPUTER PROGRAMMING SERVICES
0.00
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USD · close Oct 22
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Work order
50
WATCH · shorts 50
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
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no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $449KP/E —DIV YIELD —FCF YIELD -136.86%REV TTM $57.2M −5.9%NET INCOME −$10.6MNET DEBT $87.7M52W 0.00 – 0.04SEC XBRL · TTM TO Invalid Date

How BMTM rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
85%
of sentences unchanged
Added
39
new sentences
Dropped
26
sentences removed
Length
+513
words, now 13,181

New in FY2025

  • Summary of Principal Risk Factors Risks Relating to Our Financial Condition and Indebtedness • We have a history of losses. • We may not be able to refinance, extend or repay our substantial indebtedness owed to Centre Lane Partners ("Centre Lane") which would have a material adverse effect on our financial condition and ability to continue as a going concern. • Our secured indebtedness may impair our ability to operate our business. • We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital. • Our economic performance has raised substantial doubt about our ability to continue as a going concern. • We are continuing to remediate significant deficiencies in our internal controls, and if we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence. • We depend upon a substantial portion of our revenues from a limited number of customers. • We are subject to seasonal fluctuations in our revenues in future periods. • Our cash could be adversely affected if the financial institutions in which we hold our cash fail.
  • Risks Related to Our Operations • Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected. • The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition. • If we fail to detect advertising fraud or other actions that impacts our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer. • If advertising on the internet loses its appeal, our revenue could decline. • Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers. • Online security breaches or other disruptions of our information technology systems could harm our business. • We must generate high quality content in order to attract and retain users, advertisers and strategic buyers. • We may expend significant resources to protect our content or to defend claims of infringement by third parties, and if we are not successful, we may lose the rights to use material or be required to pay significant fees. • Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business. • Developing and implementing new and updated applications, features and services for our websites may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs. • If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired. • If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer. • Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers. • We may be held liable for content or third-party links on our website or content distributed to third parties, and our general liability insurance may not be adequate to compensate us for all liabilities to which we are exposed. • We depend on our senior management team and other key employees, and the loss of any of them could harm our business. • We must hire, integrate and/or retain qualified personnel to support our business. • We deliver advertisements to users from third-party advertising services, which exposes our users to content and functionality over which we do not have ultimate control. • Our services may be interrupted if we experience problems with our network infrastructure. • Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic. • We are unable to predict the impacts of any potential pandemic or outbreak of disease on our business. • Privacy violations could impair our business. • We are subject to several regulatory risks, and any failure to comply with various regulations could adversely impact our business. • Litigation is both costly and time-consuming, and there is no certainty of a favorable result. • Our industry is intensely competitive, and if we do not effectively compete against current and future competitors, our business, results of operations and financial condition could be harmed. • We may be adversely affected by the effects of inflation. • Our platform relies on third-party open source software components. • The effectiveness of certain services we offer depends on our ability to collect and use online data. • The rejection of digital advertising by consumers, through opt-in, opt-out or ad-blocking technologies or other means or the restriction on the use of third party-cookies, mobile device identifiers or other tracking technologies, could adversely affect our business, results of operations, and financial condition. • If ad formats and digital device types develop in ways that prevent advertisements from being delivered to consumers, our business, results of operations, and financial condition may be adversely affected. • Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and having an adverse effect on our business, results of operations, and financial condition. • We could experience a decline in renewals or demand for our subscription-based research services. • We may be unable to develop and offer new research products and services. • Our creative advertising services division may not be able to remain competitive or retain key clients. • Rapid changes in technology, including advancements in artificial intelligence, and intense competition in our markets could adversely affect our business.
  • Risks Related to the Ownership of Our Securities • There is a limited public market for our common stock and such market may become more limited if our common stock is moved to the OTCID Basic Market tier of the OTC Markets Group. • We have outstanding options and warrants to purchase approximately 6% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised. • The concentration of stock ownership and control by Centre Lane, and our debt transaction with Centre Lane, may cause conflicts of interests that may adversely affect us. • Some provisions of our charter documents and Florida law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management. • Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control. • We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. • We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
  • We incurred significant net losses for the years ended December 31, 2025, and 2024, and at December 31, 2025, we had a significant accumulated deficit.
  • As of December 31, 2025, we owed Centre Lane $86.1 million under the Centre Lane Senior Secured Credit Facility.
  • Of this amount, $1.8 million is due on March 31, 2026, $1.4 million is due on June 30, 2026, and $1.4 million is due on September 30, 2026.
  • The remaining balance of $81.5 million is due on December 20, 2026.
  • As of December 31, 2025, and 2024, we had $86.1 million and $78.8 million in outstanding secured indebtedness under the Centre Lane Senior Secured Credit Facility, respectively.
  • Historically, we have not generated sufficient gross profit to pay our operating expenses, and we reported a net loss for the years ended December 31, 2025, and 2024.
  • During 2025 and 2024, we were dependent on borrowings under the Amended and Restated Centre Lane Senior Secured Credit Facility (the "Centre Lane Senior Secured Credit Facility") to support our working capital needs.
  • We have experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $180.3 million at December 31, 2025.
  • We have previously identified material weaknesses and significant deficiencies in our internal controls over financial reporting and have been working to remediate them.
  • The existence of these deficiencies means that we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.
  • As a result, our failure to remediate these deficiencies and maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements.
  • For the year ended December 31, 2025, two customers represented 13.6% and 11.9% of our revenue, respectively, and for the year ended December 31, 2024, one customer represented 12.2% of our revenue.
  • Outside our owned and operated websites, our AdTech business is dependent upon our publishing partners to provide the media it sells.
  • Rapid changes in technology, including advancements in artificial intelligence, and intense competition in our markets could adversely affect our business.
  • We face intense competition in the marketplace and are confronted by rapidly changing technology, including advancements in artificial intelligence (“AI”), evolving industry standards and consumer needs, and the frequent introduction of new solutions by our competitors to which we must adapt and respond.
  • Our future success will depend in part upon our ability to enhance our existing solutions and to develop and introduce new products and services in a timely manner with features and pricing that meet changing client and market requirements.
  • If we fail to effectively adopt AI technologies in our products or operations, we may be at a competitive disadvantage relative to companies that are able to more effectively leverage such technologies.
  • Advancements in artificial intelligence present both opportunities and risks to our business, particularly within the context of the open internet and digital advertising.
  • AI-driven platforms, especially those integrated with large technology platforms or closed ecosystems, have the potential to alter the competitive dynamics of digital advertising by changing the way users access information and content on the open internet.
  • This shift could reduce advertiser reliance on the open internet and create challenges for independent publishers, which in turn could negatively impact our business model and the demand for our advertising solutions.
  • In addition, the increasing use of AI-powered search tools and generative AI services may allow users to obtain information directly from AI-generated responses rather than visiting publisher websites.
  • This shift could reduce traffic to our publishing platforms, decrease user engagement and negatively affect advertising revenue generated from those properties.
  • The rapid evolution of AI technologies could also change advertiser demand, reduce demand for traditional display advertising or shift advertising budgets to new formats and approaches.
  • If we are unable to respond to these technological developments, adapt our products and services, or compete effectively with AI-driven platforms and ecosystems, our business, financial condition and results of operations could be adversely affected RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES There is a limited public market for our common stock and our shares may be quoted on a lower tier of the OTC Markets.
  • In addition, if we fail to maintain the continued eligibility requirements for the OTCQB Market, including the minimum bid price requirement, our common stock may be removed from the OTCQB Market and quoted on a lower tier of the OTC Markets.
  • Any such downgrade could further reduce the visibility, liquidity and trading activity of our common stock.
  • We have outstanding options and warrants to purchase approximately 6% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.
  • As of December 31, 2025, we had 181,032,929 shares of common stock outstanding, with options and warrants outstanding to purchase an aggregate of 10,528,233 shares of common stock.
  • The conversion or possible exercise of the preferred notes, warrants and/or options, would increase the total outstanding shares of common stock by approximately 6% at December 31, 2025, which will have a dilutive effect on our existing shareholders.
  • Centre Lane may not have any fiduciary duty to make decisions in our best interest.
  • Centre Lane generally is entitled to vote our common stock in accordance with its own interests, which may be contrary to our and your interests and Centre Lane is not obligated to offer us business opportunities or to offer to loan additional amounts to us.
  • Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control, or, in the case of ownership of our common stock by Centre Lane, causing a change of control.
  • Kip Speyer, our former Chairman of the Board, beneficially owned approximately 16.6% of our common stock.
  • In addition, 10th Lane Partners LP, an affiliate of Centre Lane, beneficially owns approximately 26.1% of our common stock (which amount includes the holdings of two other Centre Lane affiliates) and an individual shareholder owns an additional 5.9% of our common stock.
  • As a result of the concentrated ownership of the Company's stock, these people collectively, or Centre Lane individually, may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions.
  • This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company, or, in the case of Centre Lane, causing a change of control to benefit Centre Lane.

Gone since FY2024

  • Summary of Principal Risk Factors Risks Relating to Our Financial Condition and Indebtedness • We have a history of losses. • We may not be able to refinance, extend or repay our substantial indebtedness owed to Centre Lane Partners ("Centre Lane") which would have a material adverse effect on our financial condition and ability to continue as a going concern. • Our secured indebtedness may impair our ability to operate our business. • We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital. • Our economic performance has raised substantial doubt about our ability to continue as a going concern. • If we fail to establish and maintain adequate internal control over our financial and management system, our ability to accurately and timely report our financial results could be adversely affected, resulting in errors in our financial reporting, which could cause a loss of investor confidence. • We depend upon a substantial portion of our revenues from a limited number of customers. • We are subject to seasonal fluctuations in our revenues in future periods. • Our cash could be adversely affected if the financial institutions in which we hold our cash fail.
  • Risks Related to Our Operations • Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected. • The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition. • If we fail to detect advertising fraud or other actions that impacts our advertising campaign performance, we could harm our reputation with advertisers or agencies, which would cause our revenue and business to suffer. • If advertising on the internet loses its appeal, our revenue could decline. • Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers. • Online security breaches or other disruptions of our information technology systems could harm our business. • We must generate high quality content in order to attract and retain users, advertisers and strategic buyers. • We may expend significant resources to protect our content or to defend claims of infringement by third parties, and if we are not successful, we may lose the rights to use material or be required to pay significant fees. • Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business. • Developing and implementing new and updated applications, features and services for our websites may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases in revenue to justify the costs. • If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired. • If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer. • Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers. • We may be held liable for content or third-party links on our website or content distributed to third parties, and our general liability insurance may not be adequate to compensate us for all liabilities to which we are exposed. • We depend on our senior management team and other key employees, and the loss of any of them could harm our business. • We must hire, integrate and/or retain qualified personnel to support our business. • We deliver advertisements to users from third-party advertising services, which exposes our users to content and functionality over which we do not have ultimate control. • Our services may be interrupted if we experience problems with our network infrastructure. • Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic. • We are unable to predict the impacts of any potential pandemic or outbreak of disease on our business. • Privacy violations could impair our business. • We are subject to several regulatory risks, and any failure to comply with various regulations could adversely impact our business. • Litigation is both costly and time-consuming, and there is no certainty of a favorable result. • Our industry is intensely competitive, and if we do not effectively compete against current and future competitors, our business, results of operations and financial condition could be harmed. • We may be adversely affected by the effects of inflation. • Our platform relies on third-party open source software components. • The effectiveness of certain services we offer depends on our ability to collect and use online data. • The rejection of digital advertising by consumers, through opt-in, opt-out or ad-blocking technologies or other means or the restriction on the use of third party-cookies, mobile device identifiers or other tracking technologies, could adversely affect our business, results of operations, and financial condition. • If ad formats and digital device types develop in ways that prevent advertisements from being delivered to consumers, our business, results of operations, and financial condition may be adversely affected. • Our intellectual property rights may be difficult to enforce and protect, which could enable others to copy or use aspects of our technology without compensating us, thereby eroding our competitive advantages and having an adverse effect on our business, results of operations, and financial condition. • We could experience a decline in renewals or demand for our subscription-based research services. • We may be unable to develop and offer new research products and services. • Our creative advertising services division may not be able to remain competitive or retain key clients.
  • Risks Related to the Ownership of Our Securities • There is a limited public market for our common stock. • We have outstanding options and warrants to purchase approximately 12% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised. • The concentration of stock ownership and control by Centre Lane, and our debt transaction with Centre Lane, may cause conflicts of interests that may adversely affect us. • Some provisions of our charter documents and Florida law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management. • Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control. • We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. • We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
  • We incurred significant net losses for the years ended December 31, 2024, and 2023, and at December 31, 2024, we had a significant accumulated deficit.
  • As of December 31, 2024, we owed Centre Lane $78.8 million under the Centre Lane Senior Secured Credit Facility.
  • Of this amount, $952,000 is due on each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025, respectively.
  • The remaining balance of $75.0 million is due in 2026 or later.
  • As of December 31, 2024, and 2023, we had $78.8 million and $70.2 million in outstanding secured indebtedness under the Centre Lane Senior Secured Credit Facility, respectively.
  • Historically, we have not generated sufficient gross profit to pay our operating expenses and we reported a net loss for the years ended December 31, 2024, and 2023.
  • During 2024 and 2023, we were dependent on borrowings under the Amended and Restated Centre Lane Senior Secured Credit Facility (the "Centre Lane Senior Secured Credit Facility") to support our working capital needs.
  • We have experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $166.9 million at December 31, 2024.
  • If we have a material weakness or deficiency in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.
  • As a result, our failure to maintain effective financial and management systems and internal controls could result in errors in our financial reporting, us being subject to regulatory action and a loss of investor confidence in the reliability of our financial statements.
  • For the year ended December 31, 2024, one customer represented 12.2% of our revenue, and for the year ended December 31, 2023, two customers represented 23.0% of our revenue, with one customer representing 10.0% of our revenue, and the other representing 13.0% of our revenue.
  • Outside of our owned and operated websites, our AdTech business is dependent upon our publishing partners to provide the media it sells.
  • RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES There is a limited public market for our common stock.
  • We have outstanding options and warrants to purchase approximately 12% of our outstanding common stock, which will have a dilutive effect on our existing shareholders if converted or exercised.
  • As of December 31, 2024, we had 176,114,652 shares of common stock outstanding, with options and warrants outstanding to purchase an aggregate of 21,032,733 shares of common stock.
  • The conversion or possible exercise of the preferred notes, warrants and/or options, would increase the total outstanding shares of common stock by approximately 12% at December 31, 2024, which will have a dilutive effect on our existing shareholders.
  • Centre Lane has no fiduciary duty to make decisions in our best interest.
  • Centre Lane is entitled to vote our common stock in accordance with its own interests, which may be contrary to our and your interests and Centre Lane is not obligated to offer us business opportunities or to offer to loan additional amounts to us.
  • Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.
  • Kip Speyer, our former Chairman of the Board, beneficially owned approximately 17.9% of our common stock.
  • In addition, 10th Lane Partners LP, an affiliate of Centre Lane, beneficially owns approximately 23.6% of our common stock (which amount includes the holdings of two other Centre Lane affiliates) and an individual shareholder owns an additional 6.1% of our common stock.
  • As a result of the concentrated ownership of the Company's stock, these people collectively may be able to control all matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions.
  • This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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