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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, 2024

☐ 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
incorporation or organization)

    (I.R.S. Employer
Identification No.)

6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: 561-998-2440

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
None		Not applicable

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.01 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

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 (§232.4.05 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $9,752,453 on June 30, 2024.

As of March 4, 2025, we had 175,965,052 shares of our common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS


		Page No.
	Part I

Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	27
Item 1C.	C ybersecu rity	27
Item 2.	Properties	28
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28

	Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Reserved	29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	43
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	45
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45

	Part III

Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accounting Fees and Services	55

	Part IV

Item 15.	Exhibits and Financial Statement Schedules	56

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K for the year ended December 31, 2024 (this “Annual Report on Form 10-K”) contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," “would, “could” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in forward-looking statements. Factors that could cause or contribute to such differences in our actual results include those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the caption "Risk Factors" in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (the "SEC"). Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to revise or update forward-looking statements, except as required by law.

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

This business description should be read in conjunction with our audited consolidated financial statements and accompanying notes thereto appearing elsewhere in this Annual Report on Form 10-K, which are incorporated herein by this reference.

Unless specifically set forth to the contrary, when used in this Annual Report on Form 10-K the terms “Bright Mountain,” the “Company,” “we,” “our,” “us,” and similar terms refers to Bright Mountain Media, Inc., a Florida corporation, and our subsidiaries.

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

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, or AdTech, 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.

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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 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.

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");

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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 marketing campaigns;

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providing primary and secondary research, and competitive intelligence to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and

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provision of creative and media services to advertisers.

Our Strategy

Leveraging technology, data and insights to power customers’ creative and media strategies.

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We Are Built on Advertising Technology

Innovative advertising technology built for modern digital media audiences. Our mission is to transform programmatic advertising through more sophisticated technology—with simpler, more straight-forward integrations—and a culture of true partnership.

We are Powered by Our Data Driven Insights

Our global research and analytics division uncovering not just the ‘what’ but the ‘why’ behind customer behavior, supporting clients’ insights needs with agile tools, CX research, branding, product innovation, data analytics, and more. We go beyond research to deliver integrated expertise and products that fine tune your data strategies, drive bottom line growth, and differentiate in today’s marketplace. Through collaboration with your teams to uncover the human truths that help you activate insight and accelerate growth.

We Are Creatives in Love with Our Craft

A modern creative and media shop that positions brands to be lifted by their audiences with contextually crafted work in social, digital, and traditional channels. We aim to understand what is happening now in humanity and culture and getting prepared for what's next.

We Are The Authority On Moms And Motherhood

Our publishing division offers global reach through our engaging content and multicultural audiences. We are here for mom throughout her motherhood journey. We aim to help families raise happy, kind and confident kids, and deliver diverse voices and perspectives on motherhood.

Market Challenge

According to eMarketer's report, "Advertising Trends to Watch in 2024", published November 2023, after growing at a compound annual rate of 17.6% over the past 15 years, digital ad spending is expected to settle into year over year growth in the low double digits starting in 2024 and through at least 2027. This is a sign of a mature market that should top $270.0 billion in 2024 and account for over three-quarters of all ad spending.

According to eMarketer’s report, “US Ad Spending 2024”, published May 2024, total media and digital ad spending will grow at a healthy pace for most of the rest of the decade. Total media ad spending will cross $400 billion in 2025 and grow at double digit annual rates in the years to come. Retail media and connected TV remain the most popular formats, although traditional search and social media networks are by far the largest categories for spending. Social network ad spending will overtake traditional search by 2026.

According to eMarketer’s report, “Advertising Trends to Watch in 2025”, published in November 2024, after a strong year of digital ad spending growth, advertisers, large platforms, and smaller publishers alike will confront challenges arising from generative AI and pending antitrust cases. Retail media’s growth will hit speed bumps as advertisers demand more interoperability, while streaming platforms will seek to sustain growth by adding live sports, and other content production will be down. AI will permeate more aspects of media buying. Digital ad spending growth in 2025 will maintain most of 2024’s momentum, with advertisers increasing spending by 12.5% year over year, a slight dip from 2024’s 15.0% growth. Still, digital’s share of total US ad spending will be pushed past 80%.

Industry Outlook

Impact on the U.S. Market

In April 2024, a report was published by Interactive Advertising Bureau ("IAB") titled "Internet Advertising Revenue Report, Full-Year 2023 Results." The report reflected how the digital advertising industry continued to grow in 2023 despite challenging economic conditions. After seeing exponential growth of 35.4% from 2020 to 2021, a slowdown in advertising revenues was expected, magnified by continuing economic uncertainty and high inflation rates impacting marketing budgets. Despite these challenges, internet advertising revenues grew 7.3% year over year between 2022 and 2023, reaching their highest recorded level of $225.0 billion.

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Ad revenues for search recorded a 5.2% annual growth, a $4.4 billion increase, growing to $88.8 billion in 2023. While search ad revenue continued to have the largest market share of 39.5%, its year over year growth was slower than other formats. Video accounted for 23.2% of all advertising revenue, bringing in $52.1 billion in 2023, a 10.6% year over year growth. Audio, including podcasts and music streaming, achieved an 18.9% increase from 2022, accounting for $7.0 billion in revenue. Programmatic ad revenue was $114.2 billion, an increase of 4.4% from 2022.

Following a slowdown in 2022, social media advertising revenues grew 8.7%. The allocation of digital ad spend towards user-generated content and the increase in international-based ecommerce revenues in the US support this growth, and will help drive continued growth in the years to come.

Retail media advertising revenues also continued to show strong signs of growth in 2023, increasing 16.3% year over year, totaling $43.7 billion. Retail media spend is likely to continue to see sustained growth as privacy regulations and performance potential make spend on e-commerce sites more appealing.

With increasing emphasis on privacy and regulation, the IAB indicated that they expect businesses to adapt their strategies to a privacy-by-design ecosystem and leverage advanced targeting capabilities to reach audiences at scale. Retail media networks are evolving through strategic cross-platform partnerships, improvement measurement capabilities, and the adoption of industry standards. These shifts are complimented by the integration of GenAI, which streamlines existing creative processes and enhances operational efficiencies.

Impact on the Worldwide Market

In January 2024, eMarketer published a report titled "Worldwide Digital Ad Spending Forecast 2024". The report stated that ad spending growth would accelerate across the board in 2024, and that digital media, traditional media, and total media ad spending would all grow faster worldwide in 2024 than in 2023. After two years of relative malaise, the outlook was positive on a global scale and in every major region of the world. eMarketer indicated that digital advertising had a better 2023 than they originally predicted.

In 2023, the US posted its slowest digital ad growth in 14 years of 9.7%, but the world's largest economy still produced $23.8 billion in new digital ad dollars. In other words, in a down year, the US produced more new digital ad spending than almost any other country in the world produced in total. The US is expected to return to double-digit growth for both total and digital ad spending this year, and its share of the worldwide spending in both categories is expected to tick up in the coming years, after taking a slight dip in 2023.

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    Digital Ad Spending Worldwide, 2022-2028
billions, % change and % of total media ad spending

     
    Note: includes advertising that appears on desktop and laptop computers as well as mobile phones, tablets, and other internet-connected devices, and includes all the various formats of advertising on those platforms
Source: eMarketer Forecast, March 2024

     
    285432

    www.eMarketer.com

Intellectual Property

We currently rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. We also enter into proprietary information and confidentiality agreements with our employees, consultants and commercial partners and control access to, and distribution of, our software documentation and other proprietary information.

Technology and Product Platforms (Including URLs)

Our top technical priorities are the security of our systems and the fast and reliable delivery of pages and ads to our users. Our systems are designed to handle processing of personal data, as well as traffic and network growth. We rely on multiple tiers of redundancy/failover and, with respect to our AdTech business, third-party content delivery networks to achieve our goal of 24 hours-a-day, seven-days-a-week uptime. Regular automated backups protect the integrity of our data. Our servers are continuously monitored by numerous third-party and open-source monitoring and alerting tools.

Competition

We compete with other companies that have significantly greater financial, technical, marketing, and distribution resources.

Most of our competitors have significantly greater financial, technical, marketing and distribution resources as well as greater experience in the industry. There are no assurances we will ever be able to effectively compete in our marketplace. Our websites, ad technology, and monetization solutions may not be competitive with other technologies and/or our websites, ad technology, and monetization solutions may be displaced by newer technology. If this happens, our sales and revenues will likely decline. In addition, our current and potential competitors may establish cooperative relationships with larger companies, to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross margins and loss of market share.

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Customers

Our customers are advertisers, advertising agencies and advertising service organizations. 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. These customers have the option to cancel their agreements with us by providing advance written notice with the time-period required for the advance notice being not longer than 30 days.

Regulatory Environment

Interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, has come under increasing scrutiny by legislative, regulatory, and self-regulatory bodies in the U.S. and abroad that focus on consumer protection or data privacy. In particular, this scrutiny has focused on the use of cookies and other technology to collect or aggregate information about internet users’ online browsing activity. Because some of our service offerings rely upon large volumes of such data collected primarily through cookies, it is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data to provide our services.

We rely on IP addresses, geo-location information, and persistent identifiers about internet users and do not attempt to associate this data with other data that can be used to identify real people. This type of information is considered personal data in some jurisdictions or otherwise may be the subject of future legislation or regulation. The definition of personal data varies by state and country and continues to evolve in ways that may require us to adapt our practices to avoid violating laws or regulations related to the collection, storage, and use of consumer data. For example, some European countries consider IP addresses or unique device identifiers to be personal data subject to heightened legal and regulatory requirements. As a result, our technology platform and business practices must be assessed regularly in each country in which we do business.

Nineteen U.S. states have passed comprehensive privacy laws aimed at protecting consumer privacy rights, and a federal consumer privacy law has also been proposed. For example, California has adopted the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”), which is intended to protect consumer privacy rights, and, among other things, provide California residents with the ability to know what information companies collect about them, to request, in certain circumstances, the deletion of such information, and to affirmatively opt out of the sale or “sharing” of their personal information. The CPRA established the California Privacy Protection Agency (the “CPPA”) to oversee enforcement of and compliance with the CCPA. The CPPA is currently in the process of issuing guidance and interpreting the regulations, and as such we cannot yet predict the full impact of the CCPA, as amended by the CPRA, or any rules or regulations promulgated thereunder, nor can we predict the full impact of any interpretations thereof.

There are also several specific foreign laws and regulations governing the collection and use of certain types of consumer data relevant to our business.

For instance, the use and transfer of personal data in the European Union (the "EU") member states is currently governed under the General Data Protection Regulation (“GDPR”), which became effective in May 2018. The GDPR sets out liabilities for certain data protection violations, as well as a greater compliance burden for us in the course of delivering our solution in Europe. Among other requirements, the GDPR obligates companies that process large amounts of personal data about EU residents to implement a number of formal processes and policies reviewing and documenting the privacy implications of the development, acquisition, or use of all new products, technologies, or types of data. Further, the EU is expected to replace the EU Cookie Directive governing the use of technologies to collect consumer information with the EU ePrivacy Regulation. The EU ePrivacy Regulation proposes burdensome requirements around obtaining consent and imposes fines for violations that are materially higher than those imposed under the EU Cookie Directive.

Additionally, our compliance with our privacy policy and our general consumer privacy practices are also subject to review by the Federal Trade Commission and state regulators, which may bring enforcement actions to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies and representations therein. Certain State Attorneys General may also bring enforcement actions based on comparable state laws or federal laws that permit state-level enforcement. Outside of the U.S., our privacy and data practices are subject to regulation by data protection authorities and other regulators in the countries in which we do business.

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Human Capital

Because of the service nature of our business, the quality of personnel is of crucial importance to our continuing success and our employees, including creative, digital, research, media and account specialists, and their skills and relationships with clients, are among our most valuable assets. There is keen competition for qualified employees.

As of December 31, 2024, we had 119 employees, all of which were employed in the U.S.

We employ a balanced approach in managing our human capital resources. Depending on where a human-capital management function is most effective or efficient, processes are either managed at the Company level or designated to our subsidiary operating units to adopt strategies appropriate for their client sector, workforce makeup, talent requirements and business demands.

The Company retains oversight of all human capital resources and activities, setting standards, providing support and policy guidance, and sharing programs. At the corporate center, centralized human capital management processes include development of human resources governance and policy; executive compensation for senior leaders across the Company; benefits programs; performance planning, development and retention of the Company’s senior executives and key roles in the operating units; and executive development.

The Company sets specific standards for human capital management and, on a yearly basis, assesses each operating unit’s performance in managing and developing its workforce. We undertake human capital initiatives with the aim of ensuring that employees have the high level of competence and commitment our business needs to succeed. We formally assess our operating units against their efforts in the areas of people development, diversity and inclusion, performance management, talent acquisition and organization development in order to drive or support the units’ strategic business and growth goals. Accordingly, the operating units create and deploy skills-training programs, management training, employee goal-setting and feedback platforms, applicant-tracking systems, new-employee onboarding processes, and other programs intended to enhance the performance and engagement of the workforce.

Diversity, Equity and Inclusion are essential priorities for the Company. Our goal is that our talent represents the diversity of our communities and consumers, with a corporate culture that drives belonging, well-being and growth. We believe that such a workplace will enable us to provide cultural insights to help our clients make authentic and responsible connections with their customers. The programs we provide in support of diversity, equity and inclusion include, training and curated and bespoke content, research and tools, to foster awareness and action on an array of critical issues that we believe are vital for the recruitment, retention, advancement, well-being and belonging for people who are part of under-represented groups.

The Company has a 401(K) plan that covers employees that have reached 18 years of age upon commencement of employment. The plan provides for voluntary employee contribution through salary deductions. For the year ended December 31, 2024, and 2023, there were no employer contributions made.

History of Our Company

We were organized as a Florida corporation in 2010 but remained a development stage company until 2013, when we changed our name to Bright Mountain Holdings, Inc., and began building our digital marketing brand in 2014. In 2015, we changed our name again to Bright Mountain Acquisition Corporation, and then to Bright Mountain Media, Inc., as we began acquiring businesses, including e-commerce businesses, and implementing our strategy to transform into a digital publishing and advertising technology holding company. During 2018, we discontinued our e-commerce product sales segment to focus entirely on the advertising segment. In 2020, we acquired Wild Sky Media in the digital publishing area consistent with our strategy to transform into a digital publishing and advertising technology holding company. In 2023, we expanded our focus when we completed the acquisition of two business units of Big Village (Big Village Insights, Inc and Big Village Agency LLC, (together, the “Big Village Entities”)). Through these acquisitions, we have now expanded how we connect with our customers focusing on consumer insights, creative services, and media services. We currently have eight subsidiaries: CL Media Holdings LLC, Bright Mountain LLC, Mediahouse, Inc., Slutzky & Winshman Ltd, Deep Focus Agency LLC, BV Insights LLC, Wild Sky Media Co. Ltd., and Oceanside Media, LLC. During the year ended December 31, 2023, we terminated operations of Mediahouse, Inc. and Slutzky & Winshman Ltd, which are located in the United States and Israel, respectively. At December 31, 2024, these two entities held no employees but had not been dissolved. Wild Sky Media Co. Ltd., which is located in Thailand, ended its operations on December 31, 2024, and this entity will not hold any employees after December 31, 2024.

Our principal executive offices are located at 6400 Congress Avenue, Suite 2050, Boca Raton, FL 33487, and our telephone number is (561) 998-2440.

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Available Information

The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge through the “Investor Relations” section of the Company’s website, www.brightmountainmedia.com, as soon as reasonably practical after they are filed with the Securities and Exchange Commission (“SEC”). The SEC maintains a website, www.sec.gov, which contains periodic reports, proxy and information statements, and other information filed electronically with the SEC by the Company. The information on, or that can be accessed through our website is not incorporated by reference in, or considered part of, this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

Our business, financial condition, results of operations, prospects and the prevailing market price and performance of our common stock may be adversely affected by a number of factors, including the factors discussed below. You should carefully consider the risk factors set forth below and elsewhere in this Annual Report on Form 10-K, together with all the other information included in this Annual Report on Form 10-K. The risks and uncertainties described in this Annual Report on Form 10-K or in any document incorporated by reference herein are not the only risks and uncertainties that we face. Additional risks that are not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business. If any of the following risks and uncertainties develop into actual events, our business, financial condition, results of operations, prospects or the prevailing market price and performance of our common stock could be materially adversely affected, and you could lose your entire investment in our Company.

Summary of Principal Risk Factors

Risks Relating to Our Financial Condition and Indebtedness

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We have a history of losses.

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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.

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Our secured indebtedness may impair our ability to operate our business.

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We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital.

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Our economic performance has raised substantial doubt about our ability to continue as a going concern.

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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.

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We depend upon a substantial portion of our revenues from a limited number of customers.

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We are subject to seasonal fluctuations in our revenues in future periods.

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Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

Risks Related to Our Operations

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Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected.

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The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition.

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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.

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If advertising on the internet loses its appeal, our revenue could decline.

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Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers.

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Online security breaches or other disruptions of our information technology systems could harm our business.

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We must generate high quality content in order to attract and retain users, advertisers and strategic buyers.

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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.

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Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

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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.

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If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

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If we are unable to respond to rapid technological change, our products and services could become obsolete, and our reputation could suffer.

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Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers.

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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.

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We depend on our senior management team and other key employees, and the loss of any of them could harm our business.

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We must hire, integrate and/or retain qualified personnel to support our business.

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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.

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Our services may be interrupted if we experience problems with our network infrastructure.

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Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic.

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We are unable to predict the impacts of any potential pandemic or outbreak of disease on our business.

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Privacy violations could impair our business.

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We are subject to several regulatory risks, and any failure to comply with various regulations could adversely impact our business.

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Litigation is both costly and time-consuming, and there is no certainty of a favorable result.

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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.

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We may be adversely affected by the effects of inflation.

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Our platform relies on third-party open source software components.

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The effectiveness of certain services we offer depends on our ability to collect and use online data.

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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.

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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.

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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.

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We could experience a decline in renewals or demand for our subscription-based research services.

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We may be unable to develop and offer new research products and services.

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Our creative advertising services division may not be able to remain competitive or retain key clients.

Risks Related to the Ownership of Our Securities

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There is a limited public market for our common stock.

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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.

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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.

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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.

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Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.

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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.

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We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

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RISKS RELATING TO OUR FINANCIAL CONDITION AND INDEBTEDNESS

We have a history of losses.

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. There is substantial doubt that we will be able to significantly increase our revenues and gross profit to a level which supports profitable operations and provides sufficient funds to pay our operating expenses and other obligations as they become due. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring all strategic alternatives, including restructuring or refinancing its debts, seeking additional debt, such as borrowings under the Centre Lane Senior Secured Credit Facility or seeking equity capital. The ability to access the capital market is also dependent on the stock volume and market price of the Company's stock, which cannot be assured. The Company may need to pursue other measures including reducing or delaying certain business activities, reducing general and administrative expenses, and reducing its headcount.

We may not be able to refinance, extend or repay our substantial indebtedness owed to Centre Lane, which would have a material adverse effect on our financial condition and ability to continue as a going concern.

We anticipate that we will need a significant amount of cash in the near future in order to repay the portion of our outstanding debt obligations owed under the Centre Lane Senior Secured Credit Facility as and when they mature. 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. If we have insufficient cash to pay these amounts and we are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay these obligations or that we will be able to extend the maturity dates or otherwise refinance these obligations. Upon a default in the Centre Lane Senior Secured Credit Facility, Centre Lane would have the right to exercise its rights and remedies to collect, which would include foreclosing on our assets. Accordingly, a default would have a material adverse effect on our business and, if Centre Lane exercises its rights and remedies, we would likely be forced to seek bankruptcy protection.

Our secured indebtedness may impair our ability to operate our business.

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. The instruments governing our existing secured indebtedness may inhibit our ability to incur additional debt and require significant payments from the proceeds of any debt or equity sale without the consent of the lender. In addition, we have additional covenants and obligations under the secured indebtedness which may limit our ability to operate our business. Our ability to repay the indebtedness may require us to dedicate a substantial portion of our cash flow for operations to payment of debt service and principal thereby reducing funds available to implement our business strategy. Our level of indebtedness could also provide limits in our ability to adjust to changing market conditions and vulnerability in the event of a downturn in economic conditions in the businesses in which we operate and impair our ability to obtain additional financing for our business strategy. If we are unable to meet our obligations under the secured indebtedness, the lender may call a default and our business could be foreclosed upon.

We have depended upon sales of equity securities and borrowings under the Centre Lane Senior Secured Credit Facility to provide operating capital.

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 are not currently a party to any binding agreements to raise additional capital and there are no assurances we will be able to raise any additional third-party capital. Although we recently improved our gross profit substantially and became cash flow positive, there can be no assurance that this trend will continue, and if it does not continue, and we are unable to raise sufficient additional working capital as needed, we may be unable to grow our Company, and we may not be able to pay our liabilities as they come due.

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The Company’s economic performance has raised substantial doubt about our ability to continue as a going concern.

Our audited consolidated financial statements have been prepared assuming we will continue as a going concern. We have experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $166.9 million at December 31, 2024. Our independent registered public accounting firm’s report on our audited consolidated financial statements includes an explanatory paragraph related to substantial doubt about the Company’s ability to continue as a going concern. Our audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We must maintain effective financial and management systems and internal controls to meet our public company reporting obligations. Moreover, the Sarbanes-Oxley ("SOX") requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. 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. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. 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.

We depend upon a substantial portion of our revenues from a limited number of customers.

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. The loss of these customers could have a material adverse impact on our results of operations in future periods. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by these customers. In addition, revenues from these customers may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control. If these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services or we could lose major customers. These customers have the option to cancel their agreements with us by providing advance written notice with the time period required for the advance notice being not longer than 30 days. Any such development could have an adverse effect on our margins and financial position and would negatively affect our revenue, results of operations and/or the trading price of our common stock.

We are subject to seasonal fluctuations in our revenues in future periods.

Typically advertising technology companies report a material portion of their revenues during the fourth calendar quarter as a result of holiday-related advertising spending. Our experience has been consistent with this trend. Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the full year or for future years or quarters.

Our cash could be adversely affected if the financial institutions in which we hold our cash fail.

The Company maintains domestic cash deposits in Federal Deposit Insurance Corporation (“FDIC”) insured banks. The domestic bank deposit balances may exceed the FDIC insurance limits. Also, in the foreign markets we serve, we also maintain cash deposits in foreign banks, some of which are not insured or partially insured by the FDIC or other similar agency. These balances could be impacted if one or more of the financial institutions in which we deposit monies fails or is subject to other adverse conditions in the financial or credit markets.

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RISKS RELATED TO OUR OPERATIONS

Past acquisitions and any future acquisitions, joint ventures, strategic alliances or similar transactions may not perform as expected.

We have consummated and may continue to consummate acquisitions, joint ventures and strategic alliances in order to provide increased capabilities to our existing products, supply new products and services or enhance our distribution channels. We may make strategic acquisitions of and investments in other businesses that offer complementary products, services and technologies, augment our market segment coverage and geographic locations, or enhance our technological capabilities. We may also enter into strategic alliances or joint ventures to achieve these goals. If we fail to integrate acquired businesses successfully into our existing businesses, or if these businesses fail to perform as well as we had anticipated, we could incur unanticipated expenses and losses, and the costs of the acquisition could exceed the benefits either in the short term or the long term.

Risks that could have a material adverse effect on our business, results of operations or financial condition include, without limitation:

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the inability of the acquired business to meet the sales and operating projections provided to us;

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the difficulty of assimilating the operations and personnel of acquired businesses;

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the unexpected loss of customers of the acquired business;

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the diversion of management time and resources and the potential disruption of our ongoing business;

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the potential inability of management to maximize our financial and strategic position as a result of an acquisition or investment;

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the potential for costs and delays in implementing, and the potential difficulty in maintaining, uniform standards, controls, procedures and policies, including the integration of different information systems;

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unexpected costs and time associated with upgrading the acquired business's internal accounting systems as well as educating each of its staff as to the proper methods of collecting and recording financial data;

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the risk of entering market segments in which we have no or limited direct prior experience and where competitors in such market segments have stronger market segment positions;

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potential unknown liabilities associated with acquired businesses;

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the risk that there could be deficiencies in the internal controls of any acquired company or investments that could result in a material weakness in our overall internal controls taken as a whole; and

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the potential loss of key employees of an acquired company.

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition or multiple acquisitions within a short period of time.

The acquisition of new businesses is costly, and these acquisitions may not enhance our financial condition.

An element of our growth strategy has been to acquire companies which complement our business. The process to undertake a potential acquisition can be time-consuming and costly. We have expended and expect to continue to expend significant resources to undertake business, financial and legal due diligence on potential acquisition targets. In addition, there is no guarantee that we will acquire the company after completing due diligence. The process of identifying and consummating an acquisition could result in the use of substantial amounts of cash and exposure to undisclosed or potential liabilities of acquired companies. In some instances, we may be required to provide historic audited financial statements for up to two years for acquisition targets in compliance with the rules and regulations of the SEC. The necessity to provide these audited financial statements will increase the costs to us of consummating an acquisition or, if it is determined that the target company cannot obtain the requisite audited financials, we may be unable to pursue an acquisition which might otherwise be accretive to our business. In addition, even if we are successful in acquiring additional companies, there are no assurances that the operations of these businesses will enhance our future financial condition. To the extent that a business we acquire does not meet the performance criteria used to establish a purchase price, some or all of the goodwill related to that acquisition could be charged against our future earnings, if any.

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Some campaigns may experience fraudulent and other invalid impressions, clicks or conversions that advertisers may perceive as undesirable, such as non-human traffic generated by machines that are designed to simulate human users and artificially inflate user traffic on websites. These activities could overstate the performance of any given advertising campaign and could harm our reputation. It may be difficult for us to detect fraudulent or malicious activity on websites where we do not own content and rely in part on our customers to control such activity. If we fail to detect or prevent fraudulent or other malicious activity, the affected advertisers may experience or perceive a reduced return on their investment and our reputation may be harmed. High levels of fraudulent or malicious activity could lead to dissatisfaction with our solutions, refusals to pay, demands for refunds or future credit or withdrawal of future business.

If advertising on the internet loses its appeal, our revenue could decline.

Our business model may not continue to be effective in the future for a number of reasons, including:

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a decline in the rates that we can charge for advertising and promotional activities;

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our inability to create applications for our customers;

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the fact that internet advertisements and promotions are, by their nature, limited in content relative to other media;

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companies may be reluctant or slow to adopt online advertising and promotional activities that replace, limit or compete with their existing direct marketing efforts;

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companies may prefer other forms of Internet advertising and promotions that we do not offer;

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the quality or placement of transactions, including the risk of non-screened, non-human inventory and traffic, could cause a loss in customers or revenue; and

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regulatory actions may negatively impact our business practices.

If the number of companies who purchase online advertising and promotional services from us does not grow, our revenue could decline.

Our success is dependent in part upon our ability to effectively expand and manage our relationships with our publishers.

Outside of our owned and operated websites, our AdTech business is dependent upon our publishing partners to provide the media it sells. Our AdTech business depends on these publishers to make their respective media inventories available to it to use in connection with the campaigns that it manages, creates, or markets. Our AdTech business's growth depends, in part, on its ability to expand and maintain its publisher relationships within its network and to have access to new sources of media inventory such as new partner websites and Facebook pages that offer attractive demographics, innovative and quality content, and growing Web user traffic volume. Our AdTech business's ability to attract new publishers to its networks and to retain Web publishers currently in its networks will depend on various factors, some of which are beyond our control. These factors include, but are not limited to, our AdTech business's ability to introduce new and innovative products and services, its pricing policies, and the cost-efficiency to Web publishers of outsourcing their advertising sales. In addition, the number of competing intermediaries that purchase media inventory from Web publishers continues to increase. In the event our AdTech business is not able to maintain effective relationships with its publishers, its ability to distribute advertising campaigns will be greatly hindered which will reduce the value of its services and adversely impact its results of operations in future periods.

Online security breaches or other disruptions of our information technology systems could harm our business.

The efficient operation of our business depends on our information technology systems. We collect, process, store, and share high volumes of personal information which is regulated by various laws. We rely on encryption and authentication technology to effect secure transmission of such information. These systems may be susceptible to damage, disruptions or shutdowns due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

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While we are unaware of any security breaches to date, experienced programmers or “hackers” could penetrate sectors of our systems. Because a hacker who is able to penetrate network security could misappropriate proprietary information or cause interruptions in our services, we may have to expend significant capital and resources to protect against or to alleviate problems caused by hackers. We frequently update and improve our information security environment and assess and adopt new methods, devices, and technologies, but our policies and information security controls may not keep pace with emerging threats. Additionally, we may not have a timely remedy against a hacker who is able to penetrate our network security. Threats to information security evolve constantly and are increasingly sophisticated and complex, which makes detecting and successfully defending against them more difficult. Undetected vulnerabilities may persist in our network environment over long periods of time and could come from or spread to the networks and systems of our suppliers and customers. Such security breaches could materially affect our operations, damage our reputation and expose us to risk of loss or litigation. In addition, the transmission of computer viruses resulting from hackers or otherwise could expose us to significant liability. Our insurance policies may not be adequate to reimburse us for losses caused by security breaches. We also face risks associated with security breaches affecting third parties with whom we have relationships. In addition, government regulators may impose fines, penalties, and other civil or criminal consequences for security breaches and inadequate information security.

We must generate high quality content in order to attract and retain users, advertisers and strategic buyers.

The success of the Wild Sky Media brand depends largely on its ability to provide high quality content which is of interest to its users. If its users do not perceive its existing content to be of high quality, or if we introduce new content or enter into new business ventures that are not favorably perceived by users, we may not be successful in promoting and maintaining the Wild Sky Media brand. Any change in the focus of our operations as a result of the content we provide creates a risk of diluting our brand, confusing users and decreasing the value of our website traffic base to advertisers. If we are unable to maintain or grow the Wild Sky Media brand, our business could be harmed.

Our success and ability to compete are dependent on our proprietary content. We rely on copyright law to protect our content. While we actively take steps to protect our proprietary rights, these steps may not be adequate to prevent the infringement or misappropriation of our content, which could harm our business. In addition to content written by our employees, we also acquire content from various freelance providers and other third-party content providers. While we attempt to ensure that such content may be freely used by us, other parties may assert claims of infringement against us relating to such content. We may need to obtain licenses from others to refine, develop, market and deliver new content or services. We may not be able to obtain any such licenses on commercially reasonable terms or at all or rights granted pursuant to any licenses may not be valid and enforceable.

Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

Our website domain names are crucial to our business. However, as with phone numbers, we do not have and cannot acquire any property rights in an internet address. The regulation of domain names in the U.S. and in other countries is also subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our business. We also rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. Others may independently discover our trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights. Therefore, in certain jurisdictions, we may be unable to protect our technology and designs adequately against unauthorized third-party use, which could adversely affect our ability to compete.

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Attracting and retaining users of our websites requires us to continue to provide quality, targeted content and to continue to develop new and updated applications, features and services for our websites. If we are unable to do so on a timely basis or if we are unable to implement new applications, features and services without disruption to our existing ones, our ability to continue to expand our website traffic will be in jeopardy. The costs of development of these enhancements may negatively impact our ability to achieve profitability. There can be no assurance that the revenue opportunities from expanded website content, or updated technologies, applications, features or services will justify the amounts ultimately spent by us.

If we are unable to obtain or maintain key website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names, are critical to our business. We currently own more than 142 domain names. However, the regulation of domain names is subject to change, and it may be difficult for us to prevent third parties from acquiring domain names that are similar to ours, that infringe our trademarks or that otherwise decrease the value of our brands. If we are unable to obtain or maintain key domain names for the various areas of our business, 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.

The markets for our products and services are characterized by rapidly changing technology, evolving industry standards and increasingly sophisticated customer requirements. The introduction of products embodying new technology and the emergence of new industry standards can negatively impact the marketability of our existing products and can exert price pressures on existing products. Additionally, if our websites or services do not work as intended, or if we are unable to upgrade the functionality of our websites or services as needed to keep up with the rapid evolution of technology , our websites or services may not operate properly or as efficiently as those of our competitors, which could harm our business. It is critical to our success that we are able to anticipate and react quickly to changes in technology or in industry standards and to successfully develop, introduce, and achieve market acceptance of new, enhanced and competitive products and services on a timely basis and cost-effective basis. Software product design, development and enhancement involve creativity, expense and the use of new development tools and learning processes. Delays in software development processes are common, as are project failures, and either factor could harm our business. There can be no assurance that we will successfully develop new products and services or enhance and improve our existing products and services, that new products and services and enhanced and improved existing products and services will achieve market acceptance or that the introduction of new products and services or enhanced existing products and services by others will not negatively impact us. Our inability to develop products and services that are competitive in technology and price and that meet end-user needs could have a material adverse effect on our business, financial condition or results of operations.

Our ability to deliver our content depends upon the quality, availability, policies and prices of certain third-party service providers.

We rely on third parties to provide website hosting services. In certain instances, we rely on a single service provider for some of these services. In the event the providers were to terminate our relationship or stop providing these services, our ability to operate our websites could be impaired. Our ability to address or mitigate these risks may be limited. The failure of all or part of our website hosting services could result in a loss of access to our websites which would harm our results of operations.

As a publisher and distributor of content over the internet, including links to third-party websites that may be accessible through our websites, or content that includes links or references to a third-party’s website, we face potential liability for defamation, negligence, copyright, patent or trademark infringement and other claims based on the nature, content or ownership of the material that is published on or distributed from our websites. These types of claims have been brought, sometimes successfully, against online services, websites and print publications in the past. Other claims may be based on errors, or false or misleading information provided on linked websites, including information deemed to constitute professional advice such as legal, medical, financial or investment advice. Although we carry general liability insurance, our insurance may not be adequate to indemnify us for all liabilities imposed. Any liability that is not covered by our insurance or is in excess of our insurance coverage could severely harm our financial condition and business. Implementing measures to reduce our exposure to these forms of liability may require us to spend substantial resources and limit the attractiveness of our websites to users.

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We depend on our senior management team and other key employees, and the loss of any of them could harm our business.

We rely on our leadership team and other key employees. From time to time, there are changes in our management team resulting from the hiring or departure of executives or other key employees, which could disrupt our business. Although some of our senior management are parties to an employment contract with us, some of our senior management and key employees are employed on an at will basis, which means that they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business.

We must hire, integrate and/or retain qualified personnel to support our business.

Our success also depends on our ability to attract, train and retain qualified personnel. Competition for qualified personnel is intense and we may experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we fail to attract and retain qualified personnel, our business may suffer.

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.

We display pay-per-click, banner, cost per acquisition (“CPM”), direct, and other forms of advertisements to users that come from third-party advertising services. We do not control the content and functionality of such third-party advertisements and, while we provide guidelines as to what types of advertisements are acceptable, there can be no assurance that such advertisements will not contain content or functionality that is harmful to users. Our inability to monitor and control what types of advertisements get displayed to users could negatively impact our reputation and have a material adverse effect on our business, financial condition and results of operations.

Our services may be interrupted if we experience problems with our network infrastructure.

Various risks could interrupt access to our primary network infrastructure or data, exposing us to significant costs and other liabilities. Our revenue depends on technology for critical business operations, providing services to our clients, delivering and measuring advertising impressions, operating our ad exchange, and impression placement. That technology further depends on our IT systems' continuing and uninterrupted performance. Our IT infrastructure operates on cloud-based service providers, Software as a Service ("SaaS") providers), and managed services housed in third-party commercial data centers, including primary and secondary locations, which are regionally dispersed to mitigate the impact of a localized event. This infrastructure relies on multiple internet service providers ("ISPs"), content delivery networks ("CDNs"), domain name systems ("DNS providers"), and mobile networks for operations. In addition, our systems interact with the systems of buyers and sellers and their contractors.

Any damage to, or failure of, these systems could result in interruptions to the availability or functionality of our service. Moreover, the failure of our data center hosting facilities or any other third-party providers to meet our capacity requirements or dramatically increased costs of such resources, could result in interruptions in the availability or functionality of our solutions or impede our ability to scale our operations. All of these providers and systems are vulnerable to disruption and/or damage from several sources, many of which are beyond our control, including without limitation: (i) loss of adequate power or cooling and telecommunications failures, (ii) fire, flood, earthquake, hurricane, and other natural disasters, (iii) software and hardware errors, failures, or crashes, (iv) financial insolvency, and (v) computer viruses, malware, hacking, terrorism, and similar disruptive problems.

Cyberattacks present a severe threat because they are difficult to prevent and remediate, are constantly evolving and improving, and can be used to defraud our buyers and sellers and their clients to steal confidential or proprietary data from us, our clients, or their users. Artificial intelligence has the potential to exacerbate cybersecurity threats, increasing their frequency and sophistication. Malfunctions or failure of our systems or systems that interact with our systems, or inaccessibility or corruption of data, could disrupt our operations and negatively impact our business. This could impact our business operations to a level in excess of any applicable business interruption insurance, result in potential liability to buyers and sellers, and negatively affect our reputation and ability to sell our solution.

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Our systems may fail due to natural disasters, telecommunications failures and other events, any of which would limit user traffic.

Our websites are hosted by third-party providers. Any disruption of the computing platform at these third-party providers could result in a service outage. Fire, floods, earthquakes, power loss, telecommunications failures, break-ins, supplier failures to meet commitments and similar events could damage these systems and cause interruptions in the hosting of our websites or services. Computer viruses, electronic break-ins or other similar disruptive problems could cause users to stop visiting our website and could cause advertisers to terminate their agreements with us. In addition, we could lose advertising revenues during these interruptions and user satisfaction could be negatively impacted if the service is slow or unavailable. If any of these circumstances occurred, our business could be harmed. Our insurance policies may not adequately compensate us for losses that may occur due to any failures of or interruptions in our systems.

Our websites and other services must accommodate high volumes of traffic and deliver frequently updated information. While we have not experienced any systems failures to date, it is possible that we may experience systems failures in the future and that such failures could have a material adverse effect on our business. In addition, our users and clients depend on internet service providers, online service providers and other website operators for access to our websites and services. Many of these providers and operators have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems and outside of our control. Any of these system failures could harm our business, financial condition and results of operations.

We are unable to predict the impacts of any potential pandemic or outbreak of disease on our business.

Our business and operations could be adversely affected by future health pandemics or outbreaks of disease, impacting the markets and communities in which we, our third-party vendors and customers operate. Because our Company operates in the digital advertising industry, unlike a brick and mortar-based company, predicting the impact of future health pandemics on our Company is difficult.

In addition, we cannot predict the impact any future pandemic or outbreak of a disease, or a catastrophic event will have on our business partners and third-party vendors, and we may be adversely impacted as a result of the adverse impact our third-party vendors suffer. We maintain long-standing relationships with Google and others that provide access to hundreds of thousands of advertisers from which most of our real-time bidding and digital publishing revenue originates. Any adverse impact on the operations of those companies would have a correspondingly adverse impact on our revenues in future periods. To the extent a pandemic or other catastrophic event adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section. Any of the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact our business, financial performance and condition, and results of operations.

Privacy violations could impair our business.

We have a policy against using personally identifiable information obtained from users of our websites without the user’s permission. In the past, the Federal Trade Commission has investigated companies that have used personally identifiable information without permission or in violation of a stated privacy policy. If we use personal information without permission or in violation of our policy, we may face potential liability for invasion of privacy for compiling and providing information to our corporate customers and electronic commerce merchants. In addition, legislative or regulatory requirements may heighten these concerns if businesses must notify internet users that the data may be used by marketing entities to direct product promotion and advertising to the user. For example, California has adopted the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”), which is intended to protect consumer privacy rights, and, among other things, provide California residents with the ability to know what information companies collect about them, to request, in certain circumstances, the deletion of such information, and to affirmatively opt out of the sale or “sharing” of their personal information. Eighteen other states have passed comprehensive privacy laws similar to the CCPA and the CPRA, and a federal consumer privacy law has also been proposed. Similar laws may be implemented in other jurisdictions that we do business in and in ways that may be more restrictive than the CCPA or the CPRA, increasing the cost of compliance, as well as the risk of noncompliance, on our business. Other countries and political entities, such as the EU, have also adopted such legislation or regulatory requirements. If consumer privacy concerns are not adequately addressed, our business, financial condition and results of operations could be materially harmed.

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We are subject to several regulatory risks, and any failure to comply with various regulations could adversely impact our business.

We are subject to a number of domestic and, to the extent our operations are conducted outside the U.S., foreign laws and regulations that affect companies conducting business on the internet and through other electronic means, many of which are still evolving and could be interpreted in ways that could harm our business. U.S. and foreign regulations and laws potentially affecting our business are evolving frequently. We currently have not developed our internal compliance program, nor do we have policies in place to monitor compliance. Instead, we rely on the policies of our publishing partners. If we are unable to identify all regulations to which our business is subject and implement effective means of compliance, we could be subject to enforcement actions, lawsuits and penalties, including but not limited to fines and other monetary liability or injunction that could prevent us from operating our business or certain aspects of our business. In addition, the evolving and at times overlapping regulatory regimes to which the Company is subject may change at any time. Any changes to existing laws or regulations, or the adoption of new laws or regulations, may require changes to our products or services, restrict or impose additional costs upon the conduct of our business or cause users to abandon material aspects of our services. Any such action could have a material adverse effect on our business, results of operations and financial condition.

Litigation is both costly and time-consuming, and there is no certainty of a favorable result.

We may be involved in lawsuits and regulatory actions, both in and outside the ordinary course of our business, with customers, employees and others. Due to the vagaries of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time may be difficult to ascertain. These types of claims, as well as other types of lawsuits to which we are subject from time to time, can distract management’s attention from core business operations and impact operating results, particularly if a lawsuit results in an unfavorable outcome, or could harm the Company’s reputation with customers, employees, investors and others. Litigation is both costly and time consuming and often results in the diversion of management time and resources. All or a portion of our costs may not be covered by insurance, and there can be no assurance that we will prevail in any such matter.

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.

Our industry is intensely competitive. To sustain and grow our revenue, we must continuously respond to the different trends driving our industry. We generally have flexible master services agreements in place with our customers. Such agreements allow our customers to change the amount of spend through our platform or terminate our services with limited notice. As a result, the introduction of new entrants or technology that are superior to or that achieve greater market acceptance than our products and solutions could negatively impact our revenue. In such an event, we may experience a reduction in market share and may have to respond by reducing our prices, resulting in lower profit margins for us. There has also been rapid evolution and consolidation in the marketing technology industry, and we expect this trend to continue. Larger companies typically have more assets to purchase emerging companies or technologies, which gives them a competitive edge. If we are not able to effectively compete with these consolidated companies, we may not be able to maintain our market share and may experience a reduction in our revenue.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices, we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

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Our platform relies on third-party open source software components.

Failure to comply with the terms of the underlying open source software licenses could expose us to liabilities, and the combination of open source software with code that we develop could compromise the proprietary nature of our platform. Our platform utilizes software licensed to us by third-party authors under “open source” licenses and we expect to continue to utilize open source software in the future. The use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that our platform depends upon the successful operation of the open source software we use, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our platform, delay new solution introductions, result in a failure of our platform and injure our reputation. For example, undetected errors or defects in open source software could render it vulnerable to breaches or security attacks, and, in conjunction, make our systems more vulnerable to data breaches. Furthermore, some open source licenses require that proprietary source code combined with, linked to or distributed with such open source software be released to the public, and may also prohibit charging fees for the use of the software. If we combine, link or distribute our proprietary software with open source software in a specific manner, we could, under some open source licenses, be required to release the source code of our proprietary software to the public. This could also preclude us from charging license fees. This would allow our competitors to create similar solutions with lower development effort and time and ultimately put us at a competitive disadvantage.

The effectiveness of certain services we offer depends on our ability to collect and use online data.

New tools used by consumers to limit data collection, regulatory restrictions and potential changes to web browsers and mobile operating systems affect our ability to collect such data, which could harm our operating results and financial condition. The ability of our AdTech business to deliver high quality solutions to its customers is based on its technology’s capability to derive relevant, actionable insights from the data that it ingests into its systems and its ability to execute marketing programs across digital channels. The future of digital data collection practices is evolving, with some prominent companies in the industry recently announcing that they will implement their own individual data collection tools and phase out others. This approach may or may not be compatible with our current operations in those channels and platforms. It is yet to be determined if there will be an industry-wide framework for targeting consumers in a digital environment. Furthermore, regulatory and legislative actions may influence which data collection tools are permitted in various jurisdictions and may further restrict our data collection efforts. Without this incremental data, we may not have sufficient insight into the consumer’s activity to provide some of our current tools, products, and services, which may impact our capacity to execute our customers’ programs efficiently and effectively. Various digital tracking tools may be deleted or blocked by consumers. The most commonly used internet browsers also allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with), which are not affected by changes from web browsers and operating systems, or third-party cookies (placed by parties that do not have direct relationship with the consumer), which some browsers may block by default. Mobile devices using Android and iOS operating systems limit the ability of cookies, or similar technology, to track consumers while they are using applications other than their web browser on the device. Even if cookies and ad blockers do not ultimately have an adverse effect on our business, investor concerns about the utility and robustness of these tracking technologies could limit demand for our stock and cause its price to decline. We also partner with third-party data suppliers and publishers. When we purchase or license from third-party data suppliers, we are dependent upon our ability to obtain such data on commercially reasonable terms and in compliance with applicable regulations. If a substantial number of data suppliers were to withdraw or withhold their data from us, or if we had to terminate our ties with data suppliers either due to commercial or regulatory reasons, our ability to provide products to our customers could be materially adversely impacted, which could result in decreased revenues and operating results. We cannot provide assurance that we will be successful in maintaining our relationships with these external data source providers or that we will be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we cannot provide assurance that we will be able to obtain data from alternative sources if our current sources become unavailable.

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Our AdTech division, research division, and publishing division use, in various ways, “cookies,” or small text files placed on consumer devices when an Internet browser is used, as well as mobile device identifiers, to gather data in connection with certain of their products and offerings. These cookies and mobile device identifiers may record information such as when a consumer views or clicks on an advertisement, when a consumer visits a website, the consumer’s location, and browser or other device information. Third party vendors may also share their information about consumers’ interests with us or give us permission to use their cookies and mobile device identifiers. We use data from cookies, mobile device identifiers, and other tracking technologies for various purposes, including—for our AdTech division—helping advertisers decide whether to bid on, and how to price, an ad impression in a certain location, at a given time, for a particular consumer. Without cookies, mobile device identifiers, and other tracking technology data: (i) transactions processed through our AdTech division would be executed with less insight into consumer activity, reducing the precision of advertisers' decisions about which impressions to purchase for an advertising campaign, which could make placement identifiers advertising through our platform less valuable, and harm our revenue; (ii) we might no longer be able to continue to provide certain products we currently offer, such as certain audience segments; (iii) vendors who help us monetize our advertising inventory on our owned and operated websites might face greater difficulty in monetizing that inventory. If our ability to use cookies, mobile device identifiers or other tracking technologies is limited, we may be required to develop or obtain additional applications and technologies to compensate for the lack of cookies, mobile device identifiers and other tracking technology data, which could be time consuming or costly to develop, less effective, and subject to additional regulation. Additionally, consumers can, with increasing ease, implement technologies that limit our ability to collect and use data to deliver advertisements or provide services or products. Cookies may be deleted or blocked by consumers. The most commonly used Internet browsers allow consumers to modify their browser settings to block first-party cookies (placed directly by the publisher or website owner that the consumer intends to interact with) or third-party cookies (placed by parties, like us, that have no direct relationship with the consumer), and some browsers block third-party cookies by default. Some prominent technology companies, including Google, have also announced intentions to discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking consumers. As companies replace cookies, it is possible that such companies may rely on proprietary algorithms or statistical methods to track consumers without cookies, or may utilize log-in credentials entered by consumers into other web properties owned by these companies, such as their email services, to track web usage, including usage across multiple devices. Alternatively, such companies may build different and potentially proprietary consumer tracking methods into their widely-used web browsers. Although we believe it is possible for our businesses to adapt and continue to provide their services and products without cookies, this transition could be more disruptive, slower, or more expensive than we currently anticipate, and could materially affect our ability to serve our customers, and our business, results of operations, and financial condition could be adversely affected. Mobile devices using Android and iOS operating systems limit the ability of cookies to track consumers while they are using applications other than their web browser on the device. As a consequence, fewer cookies may be set in browsers or be accessible in mobile devices, which could adversely affect our business. Some consumers also download “ad blocking” software on their computers or mobile devices, not only for privacy reasons, but also to counteract the adverse effect advertisements can have on the consumer experience, including increased load times, data consumption, and screen overcrowding. Ad-blocking technologies and other global privacy controls may prevent some third-party cookies, or other tracking technologies, from being stored on a consumer's computer or mobile device. If more consumers adopt these measures, it could reduce the volume or effectiveness and value of advertising, which could adversely affect our business, results of operations, and financial condition. Even if ad blockers do not ultimately have an adverse effect on our business, investor concerns about ad blockers could cause our stock price to decline.

Our AdTech division depends upon the ability of its platform to provide advertising for a variety of digital devices, and the major operating systems or Internet browsers that run on them. The design of digital devices and operating systems or browsers is controlled by third parties that may also introduce new devices and operating systems or modify existing ones, and our access to content on certain devices may be limited. If our platform cannot operate effectively with popular devices, operating systems, or internet browsers, our business, results of operations, and financial condition could be adversely affected.

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We rely upon a combination of trade secrets, third-party confidentiality and non-disclosure agreements, additional contractual restrictions on disclosure and use, and trademark, copyright, patent, and other intellectual property laws to establish and protect our proprietary technology and intellectual property rights. We currently rely on copyright laws to protect computer programs related to our platform and our proprietary technologies, although to date we have not registered for statutory copyright protection. In order to bring a copyright infringement lawsuit in the United States, the copyright must be registered. Accordingly, the remedies and damages available to us for unauthorized use of our software may be limited. Historically, we have prioritized keeping our technology architecture, trade secrets, and engineering roadmap private, and as a general matter, have not patented our proprietary technology. As a result, we cannot look to patent enforcement rights to protect much of our proprietary technology. Any issued patents may be challenged, invalidated, or circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. While it is our policy to protect and defend our rights to our intellectual property, we cannot predict whether steps taken by us to protect our intellectual property will be adequate to prevent infringement, misappropriation, dilution, or other violations of our intellectual property rights. Third parties may knowingly or unknowingly infringe our intellectual property rights, third parties may challenge intellectual property rights held by us, and pending and future trademark and patent applications may not be approved. These claims may result in restrictions on our use of our intellectual property or the conduct of our business. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights. We also cannot guarantee that others will not independently develop technology with the same or similar functions to any proprietary technology we rely on to conduct our business and differentiate ourselves from our competitors. Unauthorized parties may also attempt to copy or obtain and use our technology to develop applications with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult and may not be effective. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the United States, and mechanisms for enforcement of our intellectual property rights in such countries may be inadequate. If we are unable to protect our intellectual property rights (including in particular, the proprietary aspects of our platform) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create, and protect their intellectual property. Our customer agreements generally restrict the use of our confidential information solely to such customer’s use in connection with their use of our services. In spite of such limitations, reverse engineering our software or the theft or misuse of our confidential information could occur by customers or other third parties who have access to our technology. We also endeavor to enter into agreements with our employees and contractors in order to limit access to and disclosure of our confidential information, as well as to clarify rights to intellectual property and technology associated with our business. These agreements may not effectively grant all necessary rights to any inventions that may have been developed by the employees or consultants party thereto. In addition, these agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property, or technology. Furthermore, protecting our intellectual property is particularly challenging after our employees or our contractors end their relationship with us, and, in some cases, decide to work for our competitors. Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies.

We could experience a decline in renewals or demand for our subscription-based research services.

The success of our insights business depends in part upon retaining (on both a client company and dollar basis) and enriching existing client relationships for our research products and services and for consulting services. Future declines in client retention or failure to generate demand for and new sales of our research services due to competition, changes in our offerings, or otherwise, could have an adverse effect on our results of operations and financial condition. Consulting engagements generally are project-based and non-recurring. A decline in our ability to fulfill existing or generate new consulting engagements could have an adverse effect on our results of operations and financial condition.

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We may be unable to develop and offer new research products and services.

The future success of our insights business will depend in part on our ability to offer new products and services. These new products and services must successfully gain market acceptance by anticipating and identifying changes in client requirements and changes in the technology industry and by addressing specific industry and business organization sectors. The process of internally researching, developing, launching, and gaining client acceptance of a new product or service, or assimilating and marketing an acquired product or service, is risky and costly. We may not be able to introduce new, or assimilate acquired, products or services successfully. Our failure to do so would adversely affect our ability to maintain a competitive position in our market and continue to grow our business.

Our creative advertising services division may not be able to remain competitive or retain key clients.

Clients periodically review and change their advertising, marketing and corporate communications requirements and relationships. If we are unable to remain competitive or retain key clients, our business, results of operations and financial position may be adversely affected. We operate in a highly competitive industry. Key competitive considerations for retaining existing clients and winning new clients include our ability to develop solutions that meet client needs in a rapidly changing environment, the quality and effectiveness of our services and our ability to serve clients efficiently. From time to time, clients may put their advertising, marketing and corporate communications business up for competitive review. To the extent that we are not able to remain competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our business, results of operations and financial position.

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

There is a limited public market for our common stock.

Our shares of common stock, par value $0.01 per share, (the "common stock") are currently quoted for trading on the OTCQB Market. There is a limited trading market for our shares of common stock and a robust trading market for our securities may not develop in the foreseeable future. If no market develops, it may be difficult or impossible for you to sell your shares if you should desire to do so. There is extremely limited and sporadic trading of our common stock, and no assurance can be given, when, if ever, an active trading market will develop or, if developed, that it will be sustained.

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.

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.

We have entered into and may, in the future, enter into various debt transactions and agreements with Centre Lane, including the Centre Lane Senior Secured Credit Facility. 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. We believe that the debt transactions and agreements that we have entered into with Centre Lane are on terms that are at least as favorable as could reasonably have been obtained at such time from third parties. However, these relationships could create, or appear to create, potential conflicts of interest when our board of directors is faced with decisions that could have different implications for us and Centre Lane. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, as well as our relationship with other companies and our ability to enter into new relationships in the future, which could have a material adverse effect on our ability to do business. In addition, conflicts of interest may arise between us and Centre Lane. Centre Lane may favor its own interests over our and your interests.

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Provisions in our amended and restated articles of incorporation, as amended (the "Articles of Incorporation") and our amended and restated bylaws (the "Bylaws"), as well as provisions of Florida law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders, or remove our current management. These include provisions that:

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permit our Board to issue up to 20,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;

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provide that all vacancies on our Board, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

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provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide advance notice in writing, and also satisfy requirements as to the form and content of a shareholder’s notice;

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not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election; and

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provide that special meetings of our shareholders may be called only by the Board or by the holders of at least 40% of our securities entitled to notice of and to vote at such meetings.

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of our Board, who are responsible for appointing the members of our management. Section 607.0902 of the Florida Business Corporation Act provides provisions which may discourage, delay or prevent someone from acquiring us or merging with us whether or not it is desired by or beneficial to our shareholders. As permitted under Florida law, we have elected not to be governed by this statute. Any provision of our Articles of Incorporation, our Bylaws or Florida law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of common stock or warrants, and could also affect the price that some investors are willing to pay for our shares of common stock or warrants.

Our Company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.

Our common stock ownership is highly concentrated. As of December 31, 2024, Mr. W. 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. It could also deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and it may affect the market price of our common stock.

We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Therefore, there can be no assurance that any dividends on our common stock will ever be paid. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

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We may issue additional shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

Pursuant to our Articles of Incorporation, the aggregate number of shares of capital stock which we are authorized to issue is 344,000,000 shares, of which 324,000,000 shares are common stock, and 20,000,000 shares are “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our Board. Our Board is empowered, without shareholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stock shareholders. As of the filing of this Annual Report on Form 10-K, there is no outstanding preferred stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk management and strategy

Cybersecurity is a critical aspect of our operations, and our board of directors and management prioritize safeguarding our digital assets and ensuring the integrity and confidentiality of sensitive information to protect our assets, customers, and stakeholders. Our cybersecurity program is managed by our Global IT Director and overseen by our executive leadership team and board of directors. It encompasses risk management, a management framework, governance, education and training across the organization, SOC2 compliance, and an incident response protocol.

We employ a proactive risk management strategy to identify, assess, track, and mitigate cyber security risks. Our risk assessment process involves continuous monitoring of our IT infrastructure, external vulnerability assessments, and reviews of our third-party relationships. We prioritize risks based on their potential impact on our operations and implement targeted controls and safeguards to mitigate identified threats.

Our Cybersecurity management framework is aligned with the Cybersecurity Framework (CSF) developed by the National Institute of Standards and Technology (NIST) and COBIT 2019. This framework provides a structured approach to managing our policies, standards, and processes, improving our cyber security posture. Additionally, we maintain SOC2 compliance, demonstrating our adherence to industry-recognized security standards and best practices.

Our board of directors and executive leadership team, through our Information Security Executive Charter, oversees our risk management program, of which cybersecurity represents an important component. Our Global IT Director is responsible for managing our risk management program, including our cybersecurity strategies and initiatives and the periodic review of our policies, standards, and risks. Our Global IT Director has over 25 years of experience in technology and security.

Our board of directors and executive leadership approves cyber security strategies, initiatives, and investments to ensure alignment with business objectives and risk tolerance.

In the event of a cyber security incident, we would follow an incident response protocol that includes procedures for incident tracking, escalation, containment, eradication, and recovery. As part of our incident response process, we would adhere to SEC reporting requirements related to cyber security incidents, providing timely and transparent disclosures as necessary.

Cybersecurity threats, and their evolving nature, pose a risk to us and our strategy, results of operations, and financial condition in the future. Our risk factors include further detail about the cybersecurity risks we face. To date, cybersecurity threats or incidents have not materially affected us or our operations. Our focus on risk management, governance, compliance, and incident response is intended to mitigate the potential harm posed by evolving cyber threats and challenges.

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ITEM 2. DESCRIPTION OF PROPERTY

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 sets 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.

During the year ended December 31, 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 retains the ability to use the address as its mailing address.

As of December 31, 2024, all of the Company's employees work remotely. We periodically review our facility requirements and may acquire new facilities based on evolving business needs.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. In addition, we are currently a party to the following actions:

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 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. The Company plans to appeal the judgment. 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 financial statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Effective August 19, 2022, our common stock commenced quotation for trading on the OTCQB Market under the symbol "BMTM". From September 19, 2021 through August 18, 2022, the Company’s common stock was traded on the OTC Expert Market tier of the OTC Markets under the symbol "BMTM".

The Company’s common stock trades at very low volumes. There were 407 holders of record of the Company's common stock as of March 4, 2025. The closing price of our common stock as reported on the OTCQB Market on December 31, 2024 was $0.04 per share.

The following table sets forth the high and low bid prices per share of our common stock as reported by the OTC Markets for the periods indicated. The following quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.


	December 31, 2024
	High		Low
1st Quarter	$	0.14	$	0.05
2nd Quarter	$	0.14	$	0.05
3rd Quarter	$	0.11	$	0.05
4th Quarter	$	0.05	$	0.04


	December 31, 2023
	High		Low
1st Quarter	$	0.35	$	0.10
2nd Quarter	$	0.14	$	0.04
3rd Quarter	$	0.11	$	0.06
4th Quarter	$	0.14	$	0.06

Dividend Policy

The Company has paid or accrued dividends on shares of preferred stock pursuant to the terms of such preferred stock. The Company has never declared nor paid any cash dividends on its common stock, and we do not expect to pay any cash dividends in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. The decision whether to pay cash dividends on our common stock will be made within the sole discretion of the Board, and will depend on the Company’s financial condition, results of operations, capital requirements and other factors that the Board considers significant. There can be no assurance that any dividends on our common stock will ever be paid. In addition, except in certain limited circumstances, the Credit Agreement to which the Company is a party prohibits the Company from paying any dividend or other distribution (whether in cash, securities or other property) with respect to its capital stock.

Any future loan arrangements we enter into may also contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock.

Recent Sales of Unregistered Securities

On December 26, 2024, in connection with the entry into that certain Twenty-First Amendment to Amended and Restated Senior Secured Credit Agreement (the “Twenty-First Amendment”) to the Amended and Restated Senior Secured Credit Agreement between the Company, the lenders party thereto (the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent, dated June 5, 2020, as amended, the Company issued 5,001,991 shares of common stock to an affiliate of the Lenders. The issuance of these securities was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Repurchases of Equity Securities

None.

ITEM 6. RESERVED

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated financial condition and results of operations for the years ended December 31, 2024, and 2023 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the "Risk Factors," "Cautionary Notice Regarding Forward-Looking Statements" and "Business" sections in this annual report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions to identify forward-looking statements.

Overview

Organization and Nature of Operations

Bright Mountain Media, Inc. 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, 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

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Media Services

The Company generates revenue through:

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the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;

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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");

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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.

Recent Developments

During 2022, the Company began scaling down its operations of Slutzky & Winshman Ltd, a digital media company located in Israel that was acquired in August 2019. In 2023, we terminated operations in Israel and all employees were terminated. Also in 2023, we terminated the operation of News Distribution Network, Inc., a newspaper technology company, which we also acquired in 2019, and subsequently rebranded this service as Mediahouse. During 2024, we terminated the operation of Wild Sky Media Co Ltd., located in Thailand, and all employees were terminated. At December 31, 2024, these three entities have not yet been dissolved.

During 2024, the Company's consumer insights division maintained a business line which connected clients to individuals with expertise across a multitude of disciplines for consulting on particular projects for those clients. In March of 2024, the consumer insights division stopped offering those expert broker services and sold the assets related to its expert broker business to a third party.

In June of 2024, W. Kip Speyer retired from his position as Chairman of the Board, and Harry Schulman resigned from his position as a member of the Board. In August of 2024, the Board of Directors of the Company appointed Ms. Elaine Riddell, Mr. Joseph T. Pergola, and Mr. Thomas A. Triscari as directors of the Company, effective August 8, 2024.

On November 27, 2024, a judgment was entered against the Company granting damages of $1.7 million in connection with the Ladenburg litigation described in Item 3. On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement for the purpose of securing a bond to stay execution of the judgment. The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025. The Company currently plans to appeal the judgment.

Key Factors Affecting Our Performance

Seasonal Fluctuations. Typically advertising technology companies report a material portion of their revenues during the third and fourth calendar quarter 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. 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 13.0% and 10.0% of our revenue, respectively. The loss of either of these customers could have a material adverse impact on our results of operations in future periods.

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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.

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 are the key financial and operational metrics for the years ended December 31, 2024, and 2023:


	Year Ended
	December 31, 2024			December 31, 2023
(in thousands)
Revenue	$	56,681		$	44,546
Cost of revenue		40,221			31,766
Gross margin		16,460			12,780
General and administrative expenses		21,378			22,522
Impairment of goodwill and intangibles		-			17,070
Financing and other expense, net		(12,106	)		(8,752	)
Net loss	$	(17,024	)	$	(35,564	)

Adjusted EBITDA (loss) (1)	$	790		$	(3,932	)

(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 approximately $12.1 million, or 27%, for the year ended December 31, 2024 when compared to the same period in 2023. See below for a detailed analysis of revenue for the years ended December 31, 2024, and 2023.

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.

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Cost of revenue increased approximately $8.4 million, or 27%, for the year ended December 31, 2024 compared to 2023. See below for a detailed analysis of cost of revenue for the years ended December 31, 2024, and 2023.

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.

General and administrative expenses decreased approximately $1.1 million, or 5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. See below for a detailed analysis of general and administrative expenses for the years ended December 31, 2024 and 2023.

Impairment of goodwill and intangibles

Impairment of goodwill and intangibles decreased approximately $17.1 million, or 100%, for the for the year ended December 31, 2024 compared to 2023.

Results of Operations

The following is our analysis of the results of operations for the years ended December 31, 2024, and 2023. This analysis should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report on Form 10-K.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net loss from operations for the year ended December 31, 2024 was $17.0 million as compared to a net loss of $35.6 million for the year ended December 31, 2023. The following is our analysis for the period.


	Year Ended
	December 31, 2024			December 31, 2023			Change
(in thousands)
Revenue	$	56,681		$	44,546		$	12,135		27	%
Cost of revenue		40,221			31,766			8,455		27	%
Gross margin		16,460			12,780			3,680		29	%
General and administrative expenses		21,378			22,522			(1,144	)	-5	%
Impairment of goodwill and intangibles		—			17,070			(17,070	)	-100	%
Loss from operations		(4,918	)		(26,812	)		21,894		-82	%
Financing and other expense, net		(12,106	)		(8,752	)		(3,354	)	-38	%
Net loss	$	(17,024	)	$	(35,564	)	$	18,540		-52	%

Gross margin percentage		29	%		29	%				0	%

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Revenue

Our revenue increased by $12.1 million, or 27%, for the year ended December 31, 2024, compared to the same period in 2023. For the year ended December 31, 2024, revenue includes $36.5 million, which represents the impact of the Big Village Acquisition, completed in April 2023. This compares to $31.0 million for the same period in 2023. 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:


	Year Ended
	December 31, 2024		December 31, 2023		Change
(in thousands)
Digital publishing	$	1,733	$	4,130	$	(2,397	)	-58	%
Advertising technology		18,449		9,463		8,986		95	%
Consumer insights		26,572		23,868		2,704		11	%
Creative services		7,505		5,130		2,375		46	%
Media services		2,422		1,955		467		24	%
	$	56,681	$	44,546	$	12,135		27	%

Digital Publishing

Digital publishing revenue decreased by $2.4 million, or 58%, for the year ended December 31, 2024 compared to the same period of 2023. Approximately $1.7 million, or 3%, of the Company’s revenue for the year ended December 31, 2024 was generated from our digital publishing customers compared to $4.1 million, or 9%, for the same period in 2023. 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 and reduction in website traffic.

Advertising Technology

Advertising technology revenue increased by $9.0 million, or 95%, for the year ended December 31, 2024 compared to the same period of 2023. Approximately $18.4 million, or 33%, of the Company’s revenue for the year ended December 31, 2024 was generated from our advertising technology customers compared to $9.5 million, or 21%, for the same period in 2023. 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 $3.2 million, or 13%, for the year ended December 31, 2024 compared to the same period in 2023 and represented approximately 48% of the Company’s revenue for the year ended December 31, 2024. As discussed above, the Big Village Acquisition was completed in April 2023, and is the main driver of the increase in consumer insights revenue for the year ended December 31, 2024.

Creative Services

Creative services revenue increased by $1.9 million, or 38%, for the year ended December 31, 2024 compared to the same period in 2023, and represented approximately 13% of the Company’s revenue for the year ended December 31, 2024. As discussed above, the Big Village Acquisition was completed in April 2023, and is the main driver of the increase in creative services revenue for the year ended December 31, 2024.

Media Services

Media services revenue increased by $467,000, or 24%, for the year ended December 31, 2024 compared to the same period in 2023, and represented approximately 4% of the Company’s revenue for the year ended December 31, 2024.

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Cost of Revenue


	Year Ended
	December 31, 2024		December 31, 2023		Change
(in thousands)
Direct salaries and labor costs	$	7,557	$	7,355	$	202		3	%
Direct project costs		11,723		10,246		1,477		14	%
Non-direct project costs		6,617		6,371		246		4	%
Publisher costs		12,384		5,877		6,507		111	%
Content creation		699		1,078		(379	)	-35	%
Sales commissions		1,152		764		388		51	%
Other		89		75		14		19	%
	$	40,221	$	31,766	$	8,455		27	%

Cost of revenue increased $8.4 million, or 27%, for the year ended December 31, 2024, compared to the same period of 2023. For the year ended December 31, 2024, cost of revenue includes $25.9 million, or 64% from the impact of the Big Village Acquisition, which was completed in April 2023. This compares to $24.0 million, or 75% for the same period in 2023.

Direct Salaries and Labor Cost

Direct salaries and labor cost increased $202,000, or 3% for the year ended December 31, 2024 when compared to the same period in 2023. Approximately $7.6 million, or 19%, of the Company's cost of revenue for the year ended December 31, 2024 was a result of direct salaries and labor cost, compared to $7.4 million, or 23% for the same period in 2023. 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 $1.5 million, or 14% for the year ended December 31, 2024 when compared to the same period in 2023. Approximately $11.7 million, or 29%, of the Company's cost of revenue for the year ended December 31, 2024, was a result of direct project cost compared to $10.2 million, or 32%, for the same period in 2023. As discussed above, the Big Village Acquisition, which was completed in April 2023, is the main driver of the increase in direct project cost for the year ended December 31, 2024. 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 increased $246,000, or 4%, for the year ended December 31, 2024, when compared to the same period in 2023. Approximately $6.6 million, or 16%, of the Company's cost of revenue for the year ended December 31, 2024, was a result of non-direct project cost compared to $6.4 million, or 20%, for the same period in 2023. These costs represent overall client service costs that are not specifically related to a particular project.

Publisher Cost

Publisher cost was $12.4 million, which represents 31% of overall cost of revenue, and $5.9 million, or 18%, of overall cost of revenue for the years ended December 31, 2024 and 2023, respectively. We experienced an increase of $6.5 million, or 111%, for the year ended December 31, 2024 compared to the same period in 2023. This increase is consistent with the increase noted in revenue for our advertising technology division. These costs represent payments to media providers and website publishers which drive revenue for our advertising technology division.

Gross Margin

Gross margin was $16.5 million, and $12.8 million for the years December 31, 2024 and 2023. Our gross margin increased $3.7 million or 29% for the year ended December 31, 2024, when compared to the same period for 2023. Gross margin as a percentage of revenue remained consistent at 29% for both years ended December 31, 2024 and 2023.

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General and Administrative Expenses


	Year Ended
	December 31, 2024			December 31, 2023			Change
(in thousands)
Personnel costs	$	8,750		$	10,024		$	(1,274	)	-13	%
Legal fees		2,618			981			1,637		167	%
Professional fees		3,568			4,750			(1,182	)	-25	%
Insurance		775			1,014			(239	)	-24	%
Depreciation		127			125			2		2	%
Amortization		1,924			2,490			(566	)	-23	%
Website expenses		1,183			1,193			(10	)	-1	%
Data processing		1,408			899			509		57	%
Other		1,025			1,046			(21	)	-2	%
	$	21,378		$	22,522		$	(1,144	)	-5	%

Gross margin as a percentage of general and administrative expense		77	%		57	%				20	%

General and administrative expenses decreased $1.1 million, or 5%, for the year ended December 31, 2024, compared to the same period in 2023. The decrease is due to a combination of factors as discussed below.

Personnel Cost

Personnel cost decreased by approximately $1.3 million, or 13%, for the year ended December 31, 2024 compared to the same period in 2023. The Company reduced its headcount in 2024 by 71 employees, including 28 employees that were terminated as a reduction in force. The Company incurred severance cost of approximately $250,000 in connection with this reduction.

The Company incurred severance cost of approximately $389,000 associated with a headcount reduction during the same period for 2023. We had 119 total employees as of December 31, 2024, compared to 190 total employees as of December 31, 2023.

Legal Fees

Legal fees increased by $1.6 million, or 167%, for the year ended December 31, 2024, compared to the same period in 2023. This increase is due largely to payments made as part of the ongoing litigation with Ladenburg. For a full description of litigation matters, see Note 17, "Commitments and Contingencies," to the consolidated financial statements.

Professional Fees

Professional fees decreased by $1.2 million, or 25%, during the year ended December 31, 2024, when compared to the same period in 2023. Approximately $1.5 million of overall professional fees during 2023 represented costs associated with the Big Village Acquisition that were one-time in nature, and were not repeated during the current year.

Data Processing

Data processing costs increased by $509,000, or 57%, during the year ended December 31, 2024, when compared to the same period in 2023. As discussed above, the Big Village Acquisition was completed in April 2023, and contributed to data processing for nine months of the prior period and for the full twelve months of the current period, and is the main driver of the increase in data processing for the year ended December 31, 2024.

Impairment of Goodwill and Intangibles

During the year ended December 31, 2023, the Company performed an impairment assessment on goodwill and intangibles for the Ad Network, Owned & Operated, and Insights reporting units. The assessment indicated that the carrying value was in excess of its implied fair value for the Ad Network and Owned & Operated reporting units, resulting in an impairment charge of $14.1 million and $2.9 million for goodwill and intangibles, respectively. There was no such charge for the same period in 2024, after performing an impairment assessment on goodwill and intangibles for the Ad Network, Owned & Operated, and Insights reporting units. See Note 6, "Intangible Assets, Net", and Note 7, "Goodwill", to the consolidated financial statements.

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Financing Expense (Income)


	Year Ended
	December 31, 2024			December 31, 2023			Change
(in thousands)
Interest expense	$	12,653		$	9,189		$	3,464		38	%
Other expense (income)		(547	)		(437	)		(110	)	25	%
Total financing and other expense, net	$	12,106		$	8,752		$	3,354		38	%

Financing expense increased $3.4 million, or 38%, for the year ended December 31, 2024, compared to the same period in 2023. This increase was largely attributable to a $3.5 million increase in interest expense related to the Centre Lane Senior Secured Credit Facility, which reflected higher principal and fees as a result of amendments to the Centre Lane Senior Secured Credit Facility during the year ended December 31, 2024.

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 December 31, 2024 as compared to December 31, 2023.


	December 31, 2024			December 31, 2023
(in thousands)
Total current assets	$	20,299		$	19,737
Total current liabilities		33,780			30,802
Net working capital (deficit)	$	(13,481	)	$	(11,065	)

As of December 31, 2024, we had a cash balance of $2.5 million and a restricted balance of $1.9 million, compared with a cash balance of $4.0 million as of December 31, 2023. The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed below. See –“Going Concern.”

During the year ended December 31, 2024 and 2023, the Company received $1.9 million and $8.6 million, respectively, in debt financing from the Centre Lane Senior Secured Credit Facility. We used these funds to secure a bond in connection with our appeal of the Ladenburg litigation during 2024, and to fund the Big Village Acquisition in 2023.

Going Concern

Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $166.9 million as of December 31, 2024. Cash flows provided by (used in) operating activities were $1.9 million and $(4.7) million for the years ended December 31, 2024, and 2023, respectively. As of December 31, 2024, the Company had a working capital deficit of approximately $13.5 million, inclusive of $2.5 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. During the next year, we anticipate that we will need approximately $3.9 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 Agreement or raising equity capital. The ability to access the capital markets is also dependent upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, or reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed.

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The Company's current cash and working capital, as of the filing of this Annual Report on Form 10-K, 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 needs and continue as a going concern.

The accompanying 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.

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 Agreement between themselves, the lenders party thereto (the "Lenders") 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.

In connection with the Twentieth Amendment, adjustments were made to the interest rate for outstanding loans as follows:

•

Changing the last out term loan PIK rate to the SOFR plus 7% until December 31, 2024, and to the SOFR plus 2% (previously 5%) thereafter;

•

Conversion of interest payable on the Seventeenth Amendment loans from April 2024 until June 30, 2025 from a combination of cash and PIK to solely PIK at the rate of 15%, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2% PIK fee or transition to payments made 10% PIK and 5% in cash;

•

Extending the due date for the 5% exit fee with respect to the Nineteenth Amendment to December 31, 2024.

On December 26, 2024, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-First Amendment to the Credit Agreement, pursuant to which the Company borrowed an additional approximately $1.9 million from the Lenders (“Twenty-First Amendment Loan Amounts”). Interest incurred on the Twenty-First Amendment Loan Amounts will be payable in a combination of cash and payments in kind. Interest to be paid in cash will accrue at (i) a rate of 0% per annum from the date the Twenty-First Amendment Loan Amounts are funded until June 30, 2025 and (ii) a rate of 5% per annum thereafter; provided, however, if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK Fee (as defined below) to the Lenders, then the interest rate will remain 0% per annum. Interest to be paid in kind will accrue at (x) a rate of 15% per annum from the date the Twenty-First Amendment Loan Amounts are funded until June 30, 2025 and (y) a rate of 10% per annum thereafter; provided, however, if prior to June 30, 2025, the Company informs Centre Lane Partners that it will pay the PIK Fee to the Lenders, then the interest rate will remain 15% per annum. For purposes of the foregoing, the “PIK Fee” shall mean an amount equal to 2% of the Twenty-First Amendment Loan Amounts outstanding payable in kind.

The outstanding principal owed to Centre Lane Partners was $78.8 million and $70.2 million as of December 31, 2024 and December 31, 2023, respectively. Of the amount outstanding at December 31, 2024, approximately $3.8 million is due by December 31, 2025. The balance of $75.0 million is due in 2026. The First Out Loans and the Last Out Loans have a maturity date of April 20, 2026; the Twenty-First Amendment Loan Amounts have a maturity date of the earlier of (i) the date upon which certain litigation is resolved and results in the Company being obligated to pay a certain amount in connection with such litigation and (ii) April 20, 2026; and the Nineteenth Amendment Term Loans had a maturity date of December 31, 2024, in which the loan balance was repaid.

The amount due under the Credit Agreement bears interest at 7.0% per annum plus the Secured Overnight Financing Rate ("SOFR"). At December 31, 2024, the SOFR was 4.71%, thus the overall interest rate on this facility was 11.71% per annum at December 31, 2024.

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 years ended December 31, 2024, and 2023:


	Year Ended December 31,
(in thousands)	2024			2023
Cash flow provided by (used in) operating activities	$	1,878		$	(4,658	)
Cash flow used in investing activities		(110	)		(14	)
Cash flow (used in) provided by financing activities		(1,361	)		8,353
Net increase in cash and cash equivalents, net of impact of exchange rates	$	406		$	3,685

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 year ended December 31, 2024, cash provided by operating activities was $1.9 million. The primary factors affecting our operating cash flows during the period were our net loss of $17.0 million, adjusted for non-cash charges of $1.9 million for amortization of intangible assets, $2.7 million of amortization of debt discount, $9.4 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $254,000 for stock option compensation expense, and a $4.4 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $1.7 million decrease in deferred revenue, a $369,000 decrease in accounts receivable, a $198,000 decrease in prepaid expenses and other current assets, a $5.2 million increase in accounts payable and accrued expenses, and a $1.2 million increase in other liabilities.

For the year ended December 31, 2023, cash used in operating activities was $4.7 million. The primary factors affecting our operating cash flows during the period were our net loss of $35.6 million, adjusted for non-cash charges of $2.5 million for amortization of intangible assets, $2.1 million of amortization of debt discount, $17.1 million impairment of goodwill and intangibles, $6.7 million in interest paid in kind on the Centre Lane Senior Secured Credit Facility, $58,000 for the allowance of expected credit losses, $196,000 for stock option compensation expense, and a $2.1 million net change in operating assets and liabilities. The primary drivers of the changes in operating assets and liabilities were a $1.3 million increase in accounts receivables, a $735,000 decrease in accounts payable and accrued expenses, a decrease in other liabilities of $472,000, a decrease in prepaid expenses and other current assets of $360,000, and a $701,000 decrease in deferred revenue.

Investing Activities

Cash used in investing activities of $110,000 and $14,000 for the years ended December 31, 2024 and 2023, respectively, was related to $14,000 used for the purchase of property and equipment in both 2023 and 2024, and $96,000 used for website enhancement during the year ended December 31, 2024.

Financing Activities

During the year ended December 31, 2024, the Company used cash of $1.4 million in financing activities, which is largely attributable to repayment of principal on the Centre Lane Senior Secured Credit Facility of $3.1 million, partially offset by the draw of $1.9 million on the Centre Lane Senior Secured Credit Facility that we used to secure a bond in connection with our appeal of the Ladenburg litigation.

During the year ended December 31, 2023, the Company drew $8.4 million of debt financing from the Centre Lane Senior Secured Credit Facility, which was primarily used to fund our working capital needs.

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Contractual Obligations and Commitments

The following table represents our contractual obligations as of December 31, 2024, aggregated by type:


	Total		Due in less than 1 year		Due 1-3 years		Due 3-5 years		More than 5 years
($ in thousands)
Operating lease	$	252	$	79	$	173	$	-	$	-
Finance lease		42		22		20		-		-
Centre Lane Senior Secured Credit Facility		78,822		3,808		75,014		-		-
Interest payable - Centre Lane Senior Secured Credit Facility		21		21		-		-		-
	$	79,137	$	3,930	$	75,207	$	-	$	-

The Company’s liquidity needs, and a discussion of how it intends to meet those needs, is discussed above. See –“Going Concern.”

Use of Non-GAAP Financial Measures

Non-GAAP results are presented only as a supplement to the financial statements and for use within management's discussion and analysis based on U.S. generally accepted accounting principles ("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:


	Year Ended
	December 31, 2024			December 31, 2023
(in thousands)
Net loss before tax	$	(17,024	)	$	(35,564	)
Depreciation expense		127			125
Amortization of intangibles		1,924			2,490
Impairment of goodwill and intangibles		-			17,070
Amortization of debt discount		2,697			2,074
Other interest expense		39			27
Interest expense - Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes		9,917			7,088
EBITDA		(2,320	)		(6,690	)
Stock compensation expense		254			196
Non-recurring professional fees		390			1,462
Non-recurring legal fees		2,216			711
Non-recurring severance expense		250			389
Adjusted EBITDA (loss)	$	790		$	(3,932	)

Critical Accounting Policies

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements, describes the significant accounting policies used in preparation of the consolidated financial statements. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. The most significant areas involving management judgments and estimates are described below. Actual results in these areas could differ from management's estimates.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification No. 606, Revenue from Contracts with Customers, (ASC 606). The Company recognizes revenue at a point in time when control is transferred to the customer or over time as a percentage of completion or otherwise in accordance with the terms of the contract. Cash received by the Company prior to when control of services is transferred to the customer, is recorded as deferred revenue.

Digital publishing and advertising technology revenues are generated by audiences seeing or clicking on digital advertisements utilizing several advertising partners. The Company recognizes revenue once the performance obligation is satisfied at a point in time, on a gross basis, net of adjustments based on the number of advertisements delivered.

Consumer insights revenues are generated by providing primary and secondary research, competitive intelligence, and expert insight to address customers' strategic issues. The Company recognizes revenue as the services are rendered, by applying the percentage of completion method on a cost-to-cost basis to measure progress toward satisfaction of the performance obligation. Progress toward satisfaction of the performance obligation is measured based on costs incurred to-date relative to the total estimated costs expected to be incurred in providing services. The Company does not include costs that do not contribute to its progress toward satisfying its promise to the customer.

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Creative services revenues are generated by delivering campaign services to customers. Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for the individual performance obligations separately if they are distinct. If recurring services are performed, the Company recognizes revenue as the services are rendered over time, generally on a ratable basis over the contract term beginning on the date that the service is made available to the customer. For campaign services that require a one-time deliverable, we recognize revenue once the performance obligation is satisfied at a point in time.

Media services revenues are generated through the access to programmatic campaigns. The Company recognizes revenue as the services are rendered over time, on a ratable basis over the contract term, beginning on the date that the service is made available to the customer.

See Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements.

Goodwill

We have generated goodwill as a result of our acquisitions. At the time of acquisition, we account for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

We review our goodwill for impairment on an annual basis at September 30 or more frequently if events or a change in circumstances indicates that the carrying amount may not be recoverable. We test goodwill for impairment at a level within the Company referred to as a reporting unit. We have determined that there are three reporting units: “Owned & Operated”, “Ad Network” and “Insights”.

In accordance with FASB Accounting Standards Codification No. 350, Goodwill and Other, (ASC 350), we initially perform a qualitative assessment (commonly known as "step zero") to determine whether further impairment testing is necessary before performing the two-step test. The qualitative assessment requires judgment by management about economic conditions including the entity's operating environment, its industry and other market considerations, entity-specific events related to financial performance or loss of key personnel and other events that could impact the reporting unit. If management concludes, based on assessment of relevant events, facts, and circumstances, that it is more likely than not that a reporting unit's fair value is greater than its carrying value, no further impairment testing is required. If we determine, based on this assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a quantitative goodwill impairment test by comparing the reporting unit's fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit's carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit. No impairment loss is recognized if the fair value of the reporting unit exceeds its carrying value.

See Note 7, "Goodwill" to the consolidated financial statements for details regarding goodwill impairment.

Valuation for Debt Modifications and Extinguishment

The Company enters into various amendments to our credit facility for additional loans used for working capital. Part of the amendments include fees that would be added and capitalized to the principal amount of the original loan. The Company is required to perform an analysis of the change in each amendment to determine whether the change represents 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 de-recognized and the new debt is recorded at fair value, which becomes the new carrying value. Significant, complex calculations are inherently required in determining the proper accounting treatment. For each amendment, we calculate the present value of the cash flows under the terms of the amendment, and determine if it is considered substantially different by at least a 10% difference from the present value of the remaining cash flow of the original debt instrument.

See Note 10, "Centre Lane Senior Secured Credit Facility" to the consolidated financial statements.

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Income Taxes

We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of FASB Accounting Standards Codification No. 740, Income Taxes (ASC 740). When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax expenses are recognized as tax expenses in the consolidated statements of operations and comprehensive loss.

See Note 21, "Income Taxes" to the consolidated financial statements.

Segment Reporting

Consistent with FASB Accounting Standards Codification No. 280, Segment Reporting (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.

Off Balance Sheet Arrangements

As of December 31, 2024 and 2023, 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.

Foreign Currency

We translate the 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, costs 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 expense” on the consolidated statements of operations and comprehensive loss.

ITEM 7A. 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 7A to Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s consolidated financial statements and related notes, together with the report of independent registered public accounting firm, appear starting at pages F-1 of this Annual Report on Form 10-K for the years ended December 31, 2024, and 2023, and are incorporated by reference in this Item 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2024. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the period ended December 31, 2024, our disclosure controls and procedures were effective 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.

Management's Annual Report on Internal Control over Financial Reporting

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 the period ended December 31, 2024, they were effective, and that our consolidated financial statements included in this Form 10-K fairly represent, in all material respects, our financial condition and results of operations as of and for the year ended December 31, 2024.

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 that 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.

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.

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•

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:

•

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.

•

In the year ended December 31, 2024, the accounting and finance department has improved with the hiring of an experienced operational Controller and Accounting Manager as well as the VP of Finance. These positions will compliment 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.

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.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered independent public accounting firm on management’s assessment regarding internal controls over financial reporting due to the exemption from such requirements established by rules of the SEC for smaller reporting companies.

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 year ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

Our Board currently consists of five members. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his or her successor is elected and qualified. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the board increases the number of directors, the board may fill any vacancy by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.

The following table sets forth the names, ages and positions of our directors:


Name	Age	Position
Matthew Drinkwater	51	Interim Chairman of the Board and Chief Executive Officer
Elaine Riddell	69	Director
Joseph Pergola	50	Director and Chairman of Audit Committee
Thomas Triscari	55	Director and Chairman of Compensation Committee
Jeff Hirsch	66	Director and Chairman of Governance Committee

Matthew Drinkwater has been a member of our Board since January 2022 and was appointed Chief Executive Officer in December 2021. He was appointed Interim Chairman of the Board on August 8, 2024. Mr. Drinkwater has an extensive track record of adding value to the companies he has worked for over his professional career in several key senior executive and sales roles at companies such as Buzzfeed Inc. (NASDAQ: BZFD), Twitter Inc., Groupon Inc. (NASDAQ: GRPN), Yahoo and America Online (AOL). Mr. Drinkwater is a digital executive with extensive, progressively advancing leadership experience at iconic high tech brands. Mr. Drinkwater was a member of Revenue Collective, a private organization for commercial growth operators, from 2020 to 2021. Mr. Drinkwater served as the Senior Vice President, International from 2017 to 2019 and General Manager, International from 2019 to 2020 for Buzzfeed Inc. He also was in Agency Development and Global Accounts at Twitter from 2015 to 2017 and head of Twitter’s Global Online Sales in San Paolo, Brazil from 2013 to 2015. Mr. Drinkwater served as Vice President of Groupon East Coast from 2011 to 2013 and Senior Director of Sales, New England and Canada at Yahoo from 2009 to 2011. Mr. Drinkwater holds a B.A. in Economics from College of the Holy Cross.

We believe that Mr. Drinkwater possesses attributes that qualify him to serve as a member of our Board, including his experience serving in key management roles and extensive knowledge of the tech industry.

Elaine Riddell has been a member of our Board since September 2024. Ms. Riddell has over 15 years of experience as a CEO at leading firms such as NOPWorld Health, TNS Healthcare, and Kantar Health (now Oracle LifeSciences). She currently serves as Managing Director at Oaklins DeSilva + Phillips, a leading investment bank specializing in M&A advisory within the marketing and media services sector. In addition to her advisory work, Ms. Riddell serves as a board director for the Executive Forum, a network of top executives dedicated to advancing business growth. She served as Vice President from 2012-2016 and 2018-2024 and was Chair of the Advisory Board for Themis Analytics from 2016 to its acquisition in 2017. Ms. Riddell is a McGill University alumna and holds dual Canadian and American citizenship.

We believe that Ms. Riddell possesses attributes that qualify her to serve as a member of our Board, including her distinguished history of transforming established global data, analytics, and consulting firms into high-performing market leaders.

Joseph Pergola has been a member of our Board since September 2024. Mr. Pergola currently serves as the Chief Financial Officer of Truckstop, a leading digital marketplace for freight. With over 25 years in the industry, Mr. Pergola has held key roles at Amazon, Criteo, The Weather Company, Yahoo, and Time Warner. As CFO of Integral Ad Science, he was instrumental in the company’s successful IPO in 2021, valued at $3.8 billion. Mr. Pergola holds a B.S. in Business Management from Saint Peter’s University and an MBA in Finance and Media and Communications from Fordham Gabelli School of Business.

We believe that Mr. Pergola possesses attributes that qualify him to serve as a member of our Board, including his distinguished track record of leading and transforming finance, accounting, mergers and acquisitions, corporate development, business and sales operations, and real estate for multiple Fortune 500 Media and Ad Tech companies.

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Thomas Triscari has been a member of our Board since September 2024. Mr. Triscari currently serves as a Senior Advisor at Landmark Ventures and is the founder of the Forensic AdTech Collective Thinktank (FACT), an initiative to pioneer new standards in the industry. His extensive advisory and non-executive board roles include positions at WasteNot, Br1dge, Adfidence, and Compliant. He serves as a non-executive board member at Adslot and has made significant contributions as the Founder of the Quo Vadis Newsletter, a respected resource in AdTech. Previously, Mr. Triscari held influential roles at Yahoo! EMEA, where he participated in sales operations, planning, and strategy, and at Criteo, where he served as Director of Publisher Marketplace and Business Intelligence. As an entrepreneur, Mr. Triscari founded Labmatik, a consultancy specializing in programmatic advertising, and led Yieldr, a demand-side platform (DSP) as CEO. He holds a B.A. in Economics from UCLA and an MBA in Finance and Entrepreneurship from the University of Notre Dame Mendoza College of Business.

We believe that Mr. Triscari possess attributes that qualify him to serve as a member of our Board, including his extensive experience and deep understanding of the AdTech and media industries.

Jeff Hirsch has been a member of our Board since August 2023. Mr. Hirsch has over 25 years in technology, business, and sales organization development, brand strategy, and investor relations. Since April 2023, he has served as a consultant and as the Managing Partner of Aperiam, a firm that invests in ad tech. From July 2016 to April 2023, he held various leadership roles at PubMatic (NASDAQ: PUBM), a digital marketing company, including serving as Chief Commercial Officer from 2019 until April 2023. He also held prior executive roles as President of CPXi (now Digital Remedy), Chief Executive Officer of AudienceScience, Chief Marketing Officer of SundaySky, SVP of ValueClick, and was a founder and Chief Revenue Officer of Fastclick (NASDAQ: FSTC). Mr. Hirsch graduated from the University of California Santa Barbara with a B.A. in Experimental Psychology.

We believe that Mr. Hirsch possesses attributes that qualify him to serve as a member of our Board, including his extensive experience in management, strategy, and investor relations in our industry.

Director Independence

Our Board has determined that Ms. Riddell, Mr. Pergola, Mr. Triscari, and Mr. Hirsch qualify as “independent” directors within the meaning of the NYSE listing standards. The NYSE independence definition includes a series of objective tests regarding a director’s independence and requires that the Board make an affirmative determination that a director has no relationship with us that would interfere with such director’s exercise of independent judgment in carrying out the responsibilities of a director.

There are currently no family relationships among any of our directors or executive officers.

Executive Officers

Below are the names, ages, and positions of our current executive officers:


Name	Age	Position
Matthew Drinkwater	51	Interim Chairman of the Board and Chief Executive Officer
Ethan Rudin	50	Chief Financial Officer

The following is certain biographical information describing the business experience of Mr. Rudin, who does not serve as a director. The biography of Mr. Drinkwater appears earlier in this section. See “Directors” above.

Ethan Rudin has served as our Chief Financial Officer since October 2023. Prior to joining us, Mr. Rudin served as the Chief Financial Officer of Boundless Network, a private equity-backed promotional products distribution platform since November 2022. Mr. Rudin previously served as the Chief Financial Officer of BuildDirect Technologies, an online building materials retailer, from January 2021 to September 2022. Prior to joining BuildDirect Technologies, Mr. Rudin served as the Chief Financial Officer of Greenlane Holdings Inc., a distribution platform for premium vaporization products, from February 2019 to August 2020. Prior to joining Greenlane Holdings Inc., Mr. Rudin served in various roles at Napster/Rhapsody International Inc., an online music streaming platform, from August 2013 to December 2017, including as a special advisor to the Chief Executive Officer and as the Chief Financial Officer, Global Head of Label Relations & Business Development. Mr. Rudin earned his Bachelor of Arts in Economics from Tufts University in 1996 and his Masters of Business Administration from Columbia University Business School in 2022.

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Code of Business Conduct and Ethics

In order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable laws and regulations, our Board adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which is applicable to all directors, officers and employees. The Code of Conduct includes our insider trading policies and procedures. A copy of the Code of Conduct is available on our website under the Investor Relations tab at www.brightmountainmedia.com. You may also obtain a printed copy of our Code of Conduct, without charge, by sending a written request to our principal offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487. Amendments or waivers of the Code of Conduct will be provided on our website within four business days following the date of the amendment or waiver.

Audit Committee. We have a separately designated standing audit committee of the Board (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The current members of the Audit Committee are Joseph Pergola (chair) and Thomas Triscari. All members of the Audit Committee have been determined by the Board to be independent within the meaning of the NYSE corporate governance standards. The Board has determined that Mr. Pergola qualifies as an “audit committee financial expert,” as defined in Item 407 of Regulation S-K.

The Audit Committee assists the Board with fulfilling its oversight responsibility relating to:

•

the integrity of the Company’s consolidated financial statements and financial reporting process;

•

the Company’s systems of internal controls;

•

the performance of the Company’s accounting function and independent auditors; and

•

the independent auditor’s qualifications and independence.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company’s directors, officers and persons who beneficially own 10% or more of the Company’s common stock file with the SEC initial reports of ownership and reports of changes in ownership of our stock and our other equity securities. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2024 and for prior fiscal years, all such filing requirements applicable to any person who served as a director, officer, or greater than 10% beneficial owner during the year ended December 31, 2024 were complied with other than as follows: (i) a late Form 3 and two late Form 4s were filed for Matthew Drinkwater to report his appointment as an officer and director, and to report three transactions; (ii) a Form 3 and a Form 4 were due but have not yet been filed for Jeff Hirsch to report his appointment as a director and to report three transactions; (iii) a late Form 4 was filed for Elaine Riddell to report one transaction; (iv) a late Form 3 and late Form 4 were filed for Thomas Triscari to report his appointment as director and one transaction; (v) a late Form 4 was filed for Joseph Pergola to report one transaction; and (vi) Centre Lane Partners Master Credit Fund II, L.P. failed to file a Form 3 upon becoming a 10% shareholder.

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ITEM 11. EXECUTIVE COMPENSATION

Our named executive officers for the fiscal year ended December 31, 2024 (the “named executive officers”) are:

•

Matthew Drinkwater, Interim Chairman of the Board and Chief Executive Officer; and

•

Ethan Rudin, Chief Financial Officer.

Summary Compensation Table

The following table summarizes the compensation paid to our named executive officers for the years ended December 31, 2024, and 2023:


Name and Principal Position	Year	Salary		Bonus		Option Awards (1)	Total

Matthew Drinkwater (2)	2024		400,000		200,000	*		600,000
Chief Executive Officer	2023		317,500		200,000	*		517,500
Ethan Rudin (3)	2024		325,000		81,250	*		406,250
Chief Financial Officer	2023		67,708		20,300	*		88,008

* Indicates that the grant date fair value of the option grant was less than one dollar.

(1) The amounts included in the Option Awards column reflects the aggregate fair market value of stock options to purchase our common stock on the grant date pursuant to FASB ASC Topic 718. All stock options were granted with an exercise price equal to the fair market value of the common stock on the date of the grant.

(2) Mr. Drinkwater's annual base salary was increased to $400,000 effective June 1, 2023. He agreed to a 10% reduction in his base salary between September 2023 and December 31, 2023, which was contemporaneous with temporary salary reductions for Wild Sky Media employees.

(3) Mr. Rudin was appointed Chief Financial Officer effective October 18, 2023.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2024.


	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price		Option Expiration Date

Matthew Drinkwater		500,000		-	(1)	$	0.010	December 1, 2031
		125,000		125,000	(2)	$	0.010	May 26, 2032
		-		125,000	(3)	$	0.035	November 14, 2034
Ethan Rudin		81,250		243,750	(4)	$	0.010	October 28, 2033

(1) On December 1, 2021, Mr. Drinkwater was granted options to purchase 500,000 shares of common stock. These options vested 25% on each of December 1, 2021, December 1, 2022, December 1, 2023, and December 1, 2024.

(2) On May 26, 2022, Mr. Drinkwater was granted options to purchase 250,000 shares of common stock. These options (i) vested 25% on May 26, 2023 and May 26, 2024, and (ii) will vest 25% on each of May 26, 2025, and May 26, 2026.

(3) On November 14, 2024, Mr. Drinkwater was granted options to purchase 125,000 shares of common stock. These options will vest 25% on each of November 14, 2025, November 14, 2026, November 14, 2027, and November 14, 2028.

(4) On October 28, 2023, Mr. Rudin was granted options to purchase 325,000 shares of common stock. These options (i) vested 25% on October 28, 2024, and (ii) will vest 25% on each of October 28, 2025, October 28, 2026, and October 28, 2027.

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Executive Employment Agreements and Other Arrangements

Matthew Drinkwater

Effective December 1, 2024, we entered into an Executive Employment Agreement with Matthew Drinkwater, our Chief Executive Officer. His employment contract's term is for three years, subject to successive one-year automatic extensions, unless either party provides notice of its intent not to renew the Employment Agreement at least 120 days prior to the then-current expiration date. His annual base salary is $400,000, and he is entitled to an annual bonus of up to $600,000 based on the achievement of certain performance targets by the Company. In addition to his base salary and annual bonus, Mr. Drinkwater will be eligible to participate in all of the Company’s benefit plans offered to employees of the Company from time to time, subject to satisfying eligibility requirements. Additionally, Mr. Drinkwater was granted 125,000 options to purchase an equal number of shares of the Company's common stock at an exercise price of $0.035 per share. The options will vest over four years and otherwise be subject to the terms of the Bright Mountain Media, Inc. 2022 Stock Option Plan. Pursuant to the terms of the Employment Agreement, Mr. Drinkwater is bound by customary non-competition and non-solicitation covenants during his period of employment. In the event that Mr. Drinkwater is terminated without cause, which includes a termination by Mr. Drinkwater for Good Reason (as defined in the Employment Agreement), or the Employment Agreement is terminated by way of non-renewal on the part of the Company, Mr. Drinkwater will be entitled to (i) any accrued but unpaid benefits under the Employment Agreement, (ii) any earned but unpaid annual bonus amounts, and (iii) monthly severance payments for a period of 12 months equal to between 100% and 150% of his base monthly salary at the time of termination, depending on the conditions of the termination. In the event that Mr. Drinkwater is terminated with cause or the Employment Agreement is terminated by way of non-renewal on the part of Mr. Drinkwater, Mr. Drinkwater will be entitled to any accrued but unpaid benefits under the Employment Agreement. Further, notwithstanding the foregoing, if Mr. Drinkwater is terminated without cause, including a termination by Mr. Drinkwater for Good Reason, within three months before or within one year following a change in control of the Company, Mr. Drinkwater will be entitled to monthly severance payments for a period of 12 months equal to 150% of his base monthly salary at the time of termination. If Mr. Drinkwater is terminated for cause or Mr. Drinkwater terminates the Employment Agreement for any reason, Mr. Drinkwater will be bound by such non-competition covenants for a period of one year after the date his employment with the Company terminates. Mr. Drinkwater will be bound by such non-solicitation covenants for a period of two years after the date his employment with the Company terminates regardless of the reason for such termination. Additionally, pursuant to the terms of the Employment Agreement, Mr. Drinkwater is bound by certain customary non-disclosure covenants during the period of his employment and after the date his employment with the Company terminates.

Ethan Rudin

On October 4, 2023, we entered into an Executive Employment Agreement with Ethan Rudin, our Chief Financial Officer. Pursuant to his employment contract, his annual base salary is $325,000, and he has a discretionary bonus target equivalent to 25% of his base salary subject to the achievement of certain performance metrics. In addition to his base salary and bonus, Mr. Rudin is eligible to participate in all of the Company's benefit plans offered from time to time, subject to satisfying eligibility requirements. Additionally, Mr. Rudin was granted options to purchase 325,000 shares of the Company's common stock with an exercise price equal to $0.09, the fair market value of our common stock on the date of grant. The options will vest over four years and otherwise be subject to the terms of the Bright Mountain Media, Inc. 2022 Stock Option Plan. If Mr. Rudin is terminated without cause, subject to complying with certain conditions, he is entitled to severance equal to his annual salary payable in six equal monthly installments. Pursuant to the terms of the employment agreement, Mr. Rudin is bound by customary non-competition and non-solicitation covenants during his period of employment and for a period of one year after the date his employment with the Company terminates. Additionally, pursuant to the terms of the employment agreement, Mr. Rudin is bound by certain customary non-disclosure covenants during the period of his employment and after the date his employment with the Company terminates.

On March 7, 2025, effective January 1, 2025, we entered into an amendment to Mr. Rudin’s Executive Employment Agreement to (i) increase the target bonus he is eligible to receive for 2025 to 50% of his base salary, based on the Company’s performance and as determined by the Company’s board of directors in its sole discretion; and (ii) grant him an option to purchase 125,000 shares of the Company’s common stock that vest at a rate of 25% per year beginning on March 7, 2026 at an exercise price equal to the fair market value of our common stock on the date of grant.

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Director Compensation Table

On August 15, 2023, our Board of Directors adopted a new compensation policy for the directors of the board. Under the terms of the director compensation policy, independent directors receive quarterly cash compensation of $10,000 for service as a director and additional cash compensation of $5,000 for service as chair of one or more of the Board's committees. The cash compensation payments were effective April 1, 2023 with payments commencing in October 2023.

Commencing January 1, 2024, independent directors receive, on an annual basis, options to purchase 100,000 shares of our common stock at an exercise price equal to the fair market value of our common stock on the first business day of the year. Such options will vest in full on December 31 of the same year.

Additionally, the Company reimburses each director for fees, travel, and expenses related to their attendance of Board and Committee meetings, if and when incurred.

The following table summarizes the compensation earned by our directors for their services as members of our Board for the year ended December 31, 2024. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which we may have paid.


Name	Fees Earned		Option Awards (1)	All Other Compensation		Total

W. Kip Speyer (2)		30,000	*		60,000		90,000
Pamela Parizek (3)		2,967	*		-		2,967
Harry D. Schulman (4)		30,000	*		15,000		45,000
Jeff Hirsch		60,000	*		-		60,000
Elaine Riddell (5)		15,761	*		-		15,761
Joseph Pergola (6)		23,641	*		-		23,641
Thomas Triscari (7)		23,641	*		-		23,641

* Indicates that the grant date fair value of the option grant was less than one dollar.

(1) The amounts included in the Option Awards column reflect the aggregate fair market value of stock options to purchase our common stock on the grant date pursuant to FASB ASC Topic 718.

(2) Mr. Speyer's tenure as Chairman of the Board ended on June 30, 2024. The amount listed for Mr. Speyer in the All Other Compensation column represents an amount owed to Mr. Speyer as part of a separation agreement.

(3) Ms. Parizek resigned from the Board of Directors effective January 18, 2024. As of December 31, 2024, Ms. Parizek held 229,370 shares that she received as director compensation. The shares have vested.

(4) Mr. Schulman resigned from the Board of Directors effective June 30, 2024. The amount listed for Mr. Schulman in the All Other Compensation column represents an amount owed to Mr. Schulman as part of a separation agreement. At December 31, 2024, Mr Schulman held 265,000 shares and options to purchase 107,500 shares of common stock that he received as director compensation. The shares and options have vested.

(5) Ms. Riddell was appointed a member of the Board of Directors effective August 8, 2024.

(6) Mr. Pergola was appointed a member of the Board of Directors effective August 8, 2024.

(7) Mr. Triscari was appointed a member of the Board of Directors effective August 8, 2024.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plan

The following table provides information as of March 4, 2025 with respect to all of our compensation plans under which equity securities are authorized for issuance:


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)		Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excl. securities reflected in column a)

Equity compensation plans approved by shareholders		-	$	-		-
Equity compensation plans not approved by shareholders (2)		10,459,033	$	0.10		12,040,967
		10,459,033	$	0.10		12,040,967

(1) This number reflects the weighted-average exercise price of outstanding options and has been calculated exclusive of outstanding restricted stock unit awards issued under our stock option plans.

(2) The table below shows stock option plans not approved by stockholders under which grants remain outstanding.


Stock Option Plan	Outstanding Options

2013 Stock Option Plan		215,000	No further grants can be made on this plan
2015 Stock Option Plan		266,000	No further grants can be made on this plan
2019 Stock Option Plan		633,227	No further grants can be made on this plan
2022 Stock Option Plan		9,344,806	Current plan
		10,459,033

2022 Stock Option Plan

On April 14, 2022, the Board of Directors of the Company and the Compensation Committee of the Board adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “Stock Option Plan”). The 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 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 into our development and financial success. The 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 December 31, 2024, 12,040,967 shares were remaining under the Stock Option Plan for future issuance.

Security Ownership of Certain Beneficial Owners and Management

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock that may be acquired upon exercise or vesting of equity awards within 60 days of the date of the table below are deemed beneficially owned by the holders of such options and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

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As of March 4, 2025, 177,515,227 shares of our common stock were issued and 175,965,052 shares were outstanding. The following table sets forth information with respect to the beneficial ownership of our common stock as of March 4, 2025 by (i) each of our directors and named executive officers, (ii) all of our directors and executive officers as a group, and (iii) each shareholder known by us to be the beneficial owner of more than 5% of our common stock. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of our securities or any of our parents, the operation of which may at a subsequent date result in a change in control of our company.

Unless otherwise noted below, the address of each person listed on the table is c/o Bright Mountain Media, Inc., 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487.


Beneficial Owner (1)			Amount and Nature of Beneficial Ownership		Percentage of Outstanding Common Stock Owned (2)

Matthew Drinkwater	(3	)		645,432	*
Ethan Rudin	(4	)		81,250	*
Jeffrey Hirsch	(5	)		138,082	*
Elaine Riddell	(4	)		39,891	*
Thomas Triscari	(4	)		39,891	*
Joseph Pergola	(4	)		39,891	*
All executive officers and directors as a group (6 persons)	(6	)		984,437	*

Beneficial ownership of 5% or more:
W. Kip Speyer	(7	)		31,580,657		17.9	%
10th Lane Partners, LP	(8	)		41,553,984		23.6	%
Centre Lane Partners Master Credit Fund II, LP	(9	)		15,150,000		8.6	%
BV Agency, LLC	(10	)		26,403,984		15.0	%
Andrew Handwerker	(11	)		10,730,998		6.1	%

* Represents beneficial ownership of less than 1%.

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Bright Mountain Media, Inc. 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487.

(2) The percentage of beneficial ownership of the Company is calculated based on 175,965,052 shares of common stock outstanding as of March 4, 2025.

(3) Includes (i) 20,432 shares of common stock held directly by Mr. Drinkwater; and (ii) 625,000 shares underlying exercisable options to purchase shares of common stock.

(4) Represents shares underlying exercisable options to purchase shares of common stock.

(5) Includes (i) 38,082 shares of common stock held directly by Mr. Hirsch; and (ii) 100,000 shares underlying exercisable options to purchase shares of common stock.

(6) Includes (i) 58,514 shares of common stock directly held by directors and a named executive officer; and (ii) 925,923 shares underlying exercisable options to purchase shares of common stock.

(7) Includes 250,000 shares underlying exercisable options to purchase common stock.

(8) Based on a Schedule 13G/A filed on May 10, 2023 by 10th Lane Partners, LP and Centre Lane Partners Master Credit Fund II, L.P., consists of 21,401,993 shares held of record by BV Agency, LLC and 15,150,000 shared held of record by Centre Lane Partners Master Credit Fund II, LP. 10th Lane Partners, LP is the Investment Adviser for these funds and has sole voting and dispositive power of these shares. The total number of shares held has been adjusted to include 5,001,991 shares issued to BV Agency, LLC on December 26, 2024. The address for 10th Lane Partners, LP is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(9) Based on a Schedule 13G/A filed on May 10, 2023 by 10th Lane Partners, LP and Centre Lane Partners Master Credit Fund II, L.P., Centre Lane Partners Master Credit Fund II LP is the record holder of 15,150,000 shares but disclaims ownership of these shares as 10th Lane Partners LP is the Investment Adviser for this fund and has sole voting and dispositive power of these shares. The address for 10th Lane Partners, LP is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(10) Based on a Schedule 13G/A filed on May 10, 2023 by 10th Lane Partners, LP and Centre Lane Partners Master Credit Fund II, L.P., BV Agency, LLC is the record holder of 21,401,993 shares. 10th Lane Partners LP is the Investment Adviser for this fund and has sole voting and dispositive power of these shares. The total number of shares held has been adjusted to include 5,001,991 shares issued to BV Agency, LLC on December 26, 2024. The address for 10th Lane Partners, LP is 60 East 42nd Street, Suite 2220, New York, New York 10165.

(11) Mr. Handwerker has sole voting and dispositive power with respect to 4,078,388 shares and shared voting and dispositive power with respect to 4,732,000 shares. This information is based on a Schedule 13G/A filed on April 9, 2018, but has been adjusted to exclude 250,000 shares of underlying warrants that were exercisable at the time the Schedule 13G/A was filed but have since expired according to the Company's records. The address for Andrew Handwerker is 4399 Pine Tree Drive, Boynton Beach, Florida 33436.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transaction Policy

Under its written charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving related party transactions (as defined in Item 404 of Regulation S-K). Our management is responsible for bringing any such transaction to the attention of the Audit Committee. In approving or rejecting any such transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products and, if applicable, the impact on a director’s independence.

Preferred Stock Purchases

No cash dividends were paid during the year ended December 31, 2024 and 2023.

At December 31, 2024, accrued unpaid preference dividends on the preferred stock were $691,000. This amount is payable to Mr. W. Kip Speyer, a former director of the Company.

Convertible 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.

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.

Centre Lane Partners

Centre Lane Partners Master Credit Fund II, L.P. ("Centre Lane Partners"), who sold the Wild Sky business to the Company in June 2020 and beneficially owns more than 5% of the common stock of the Company, partnered and assisted the Company from a liquidity perspective during the year ended December 31, 2024. This relationship has been determined to qualify as a related party. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Through December 31, 2024, the Company has entered into twenty-one amendments to the Amended and Restated Senior Secured Credit Agreement between it and Centre Lane Partners (the “Credit Agreement”).

The highest total amount of related party debt including fees and interest paid in kind capitalized owed to Centre Lane Partners was $78.8 million at December 31, 2024. Interest paid during the year was $539,000 in cash, and $9.4 million paid in kind.

Employment Matters

Effective as of June 29, 2024, the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with W. Kip Speyer, the Company’s former Chairman of the Board, pursuant to which, among other things, the Company agreed to make the following payments to Mr. Speyer:

•

within two business days of June 29, 2024, the Company would pay (a) 100% of the principal and interest owed to Mr. Speyer pursuant to (1) the 10% Convertible Promissory Note issued by the Company to Mr. Speyer on November 12, 2018 and (2) the 10% Convertible Promissory Note issued by the Company to Mr. Speyer on November 20, 2018 and (b) $15,000 to Mr. Speyer for his services as a director of the Company for the quarter ended June 30, 2024; and

•

twelve monthly payments of $5,000 each commencing on July 1, 2024 and ending on June 1, 2025, for an aggregate payment over the twelve-month period of $60,000.

The Company also agreed to accelerate vesting of 125,000 unvested stock options held by Mr. Speyer, such that 100% of such options would be fully vested on June 30, 2024. Further, the Company agreed to cooperate with Mr. Speyer to lift any restrictions on the sale of any shares of Common Stock held by Mr. Speyer, subject to certain conditions.

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In exchange for the foregoing, Mr. Speyer agreed to release and waive certain claims he may have had against the Company related to his employment with the Company and certain securities he owned in the Company. Mr. Speyer also agreed to assist the Company in any legal matters arising from his employment with the Company or made by or against a third party. Mr. Speyer also agreed to certain non-disparagement, non-solicitation, and confidentiality provisions.

In connection with the Separation Agreement, the Company and Mr. Speyer also entered into a piggyback registration rights agreement, pursuant to which Mr. Speyer is entitled to certain piggyback registration rights with respect to any proposed registrations of Common Stock to be made by the Company, aside from those to be made on Form S-4, those made on Form S-8, those made in connection with the resale of Common Stock issued pursuant to a PIPE investment or equity line of credit, or those made in connection with the issuance of securities of the Company in a non-underwritten registered direct offering that serves as an equivalent to a PIPE investment.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accountant Fees and Services

WithumSmith+Brown, PC ("Withum") has served as the Company's independent registered public accounting firm since 2021.

The following table sets forth the fees for professional audit services and other services rendered by Withum for the years ended December 31, 2024 and 2023, respectively.


	Year Ended
	December 31, 2024		December 31, 2023

Audit fees (1)	$	832,900	$	790,261
Audit-related fees (2)		40,705		32,319
Tax fees (3)		30,739		37,704
All other fees (4)		-		-
	$	904,344	$	860,284

(1) Audit Fees. Audit Fees include fees of audits for our annual financial statements, reviews of the related quarterly financial statements, and services that are normally provided by the independent accountants in connection with statutory and regulatory filings or engagements, including reviews of documents filed with the SEC. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

(2) Audit-Related Fees. Audit Related Fees include assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements or acquisition audits and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

(3) Tax Fees. Tax Fees consist of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. The Company’s tax return for the year ended December 31, 2024 has not been completed as of the date of this filing.

(4) All Other Fees. All Other Fees consist of fees for professional services or costs not otherwise reported in Audit Fees, Audit-Related Fees or Tax Fees. No such fees were incurred during the years ended December 31, 2024 and 2023.

Policy for Approval of Audit and Permitted Non-Audit Services

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Audit Committee of the Board approves the engagement letter with respect to audit, tax, and review services. Other fees are subject to pre-approval by the Audit Committee. The fees paid to the auditors with respect to 2024 and 2023 were pre-approved by the Audit Committee.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The financial statements and notes are listed in the Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K and are included in Part II, Item 8 of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the required information is included in the Consolidated Financial Statements or notes thereto listed in the Index to Consolidated Financial Statements, starting on page F-1 of this Annual Report on Form 10-K.

(a)(3) Exhibits

The following exhibits listed in the Exhibit Index below are filed as part of, and incorporated by reference into, this Annual Report on Form 10-K.

EXHIBIT INDEX


		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
2.1	Share Exchange Agreement and Plan of Merger dated July 31, 2019 by and among Bright Mountain Media, Inc., Bright Mountain Israel Acquisition Ltd. (a to be formed entity), Slutzky & Winshman Ltd. and the shareholders of Slutzky & Winshman, Ltd.	8-K	8/1/19	2.1
2.2	Merger Agreement and Plan of Merger dated November 8, 2019 by and among Bright Mountain Media, Inc. BMTMZ, and News Distribution Network, Inc.	8-K	11/21/19	2.1
3.1	Amended and Restated Articles of Incorporation, filed March 11, 2013	10-K	4/1/24	3.1
3.2	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed July 9, 2013	8-K

Bright Mountain Media, Inc. 10-K