Bright Mountain Media Inc.
04/06/2026 | Press release | Distributed by Public on 04/06/2026 12:58
Financial Obligation (Form 8-K)
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Bright Mountain Media, Inc. (the "Company") and its subsidiaries are parties to an Amended and Restated Senior Secured Credit Agreement between itself, 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"), dated June 5, 2020, as amended (the "Credit Agreement").
Effective as of March 31, 2026, the Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Deep Focus Agency LLC, and BV Insights LLC, Centre Lane Partners, and the Lenders entered into the Twenty-Fifth Amendment to Amended and Restated Senior Secured Credit Agreement (the "Twenty-Fifth Amendment") to amend certain terms of the Credit Agreement. All capitalized terms used below and not defined have the respective meanings ascribed to them in the Twenty-Fifth Amendment. The principal changes to the Credit Agreement made in the Twenty-Fifth Amendment include, but are not limited to, the following:
(i)
Adjusting the amortization of the Second Out Loans such that the quarterly installment due on March 31, 2026 with respect to the Second Out Loans, which totaled approximately $1.2 million, was deferred in its entirety until December 20, 2026;
(ii)
Adjusting the payment of interest accrued on the Second Out Loans for the interest period ended March 31, 2026, which totaled approximately $201,000, such that the interest payment for the Second Out Loans due on March 31, 2026 was payable-in-kind in lieu of a cash payment; and
(iii)
Providing that the Company must notify the Lenders of any termination or material modification to the Company's agreements with certain of the Company's key vendors or of its intent to engage any additional vendors meeting certain criteria.
In connection with the Twenty-Fifth Amendment and as consideration therefor, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share (the "Common Stock"), equal to 1.5% of the fully-diluted pro forma ownership of the Company as of March 31, 2026, or 2,922,566 shares of Common Stock, to Centre Lane Partners. Following such issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 27.3% of the Common Stock.
Approximately $1.6 million will be due under the Credit Agreement as of June 30, 2026, and approximately $92.1 million will be due under the Credit Agreement as of December 20, 2026, which is the maturity date of the Credit Agreement.
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