Form 8-K Bright Mountain Media, For: Sep 23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)

(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined 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 ☐

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of WithumSmith+Brown, PC

On September 21, 2026, Bright Mountain Media, Inc. (the “Company”) notified WithumSmith+Brown, PC (“Withum”) that it will no longer be retaining Withum as its independent registered public accounting firm to audit the Company’s financial statements, effective immediately. The dismissal of Withum was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).

Withum’s audit report on the Company’s financial statements for each of the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles except that each of such reports contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s two most recent fiscal years and the subsequent interim periods through September 21, 2026, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to that Item) with Withum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Withum would have caused it to make reference to the subject matter of the disagreement in connection with its report, or (ii) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.

The Company has provided Withum with a copy of the disclosure made in response to this Item 4.01 and has requested that Withum provide a letter addressed to the U.S. Securities and Exchange Commission confirming their agreement with the disclosure contained herein.

Engagement of Grassi & Co., Certified Public Accountants, P.C.

On September 17, 2026, the Company engaged Grassi & Co., Certified Public Accountants, P.C. (“Grassi”) as its new independent registered public accounting firm to review the Company’s financial statements for the quarter ending September 30, 2026 and audit the Company’s financial statements for the fiscal year ending December 31, 2026. The engagement of Grassi was approved by the Audit Committee.

During the Company’s two most recent fiscal years and the subsequent interim period through September 17, 2026, neither the Company nor anyone on its behalf consulted with Grassi regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Grassi concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to that Item) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

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.