UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Bright Mountain Media, Inc.

(Exact name of registrant as specified in its charter)

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

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by checkmark 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. [  ]

On May 26, 2021, Bright Mountain Media, Inc. (the “Company”) and its subsidiaries CL Media Holdings LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse, Inc. entered into a Second Amendment to Amended and Restated Senior Secured Credit Agreement (the “Agreement”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners Master Credit Fund II, L.P. as Administrative Agent and Collateral Agent dated June 5, 2020, as amended (the “Credit Agreement”). The Credit Agreement was amended to provide for an additional loan amount of $1.5 million. This term loan shall be repaid in increasing monthly installments beginning on June 30, 2021 from $150,000 to $262,500 through December 31, 2021. The Company, at its option, can prepay on or before September 30, 2021. If it chooses to prepay the Loan, there would be an Exit Fee of $300,000 (the “Exit Fee”) due and payable on or before September 30, 2021. In the event, the Company does not decide to prepay the Loan and take it to maturity, December 31, 2021, there will be an Exit Fee of $750,000 which will be added and capitalized to the principal amount of the original loan and the original loan terms apply. The Company pledged 3 million shares of its common stock as collateral for the investment .

The terms and conditions of this Agreement are qualified by its entirety by reference to the Amendment, a copy of which is attached to this Report as Exhibit 10.1 which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.