BRIGHT MOUNTAIN MEDIA, INC. : Entering into a material definitive agreement, change of directors or principal officers, financial statements and supporting documents (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement:

On April 15, 2022, Bright Mountain Media, Inc. (the “Company”) and its subsidiaries CL Media Holdings LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse, Inc. has entered into a Twelfth Amendment to the Amended and Restated Senior Secured Credit Agreement (the “Agreement”). The Company and its subsidiaries are parties to a credit agreement between it and Center Lane Partners Master Credit Fund II, LP as Administrative Agent and Collateral Agent on the date of June 5, 2020, as amended (the “Credit Agreement”). The credit agreement was amended to provide for an additional loan of $450,000. This term loan matures on June 30, 2023.

The terms and conditions of this Agreement and Schedule A of the Credit Agreement are qualified in their entirety by reference to the Amendment, a copy of which is attached to this Report as Schedules 10.1 and 10.2 which are incorporated herein by reference.

Article 5.02 Departure of directors of certain officers; Election of directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


On April 14, 2022, the Board of Directors (the “Board”) of the Company and the Compensation Committee of the Board (the “Compensation Committee”) have adopted and approved the Bright Mountain Media 2022 Stock Option Plan (the “Stock Option Plan”). The stock option plan will be presented for shareholder approval at the company’s 2022 annual meeting of shareholders.

The Stock Option Plan provides for the granting of awards to eligible employees, directors and consultants in the form of stock options. Stock. The Stock Option Plan replaces the Company’s prior stock option plans and accordingly no new grants will be made under prior plans from the date hereof. . The stock option plan has a term of 10 years and authorizes the issuance of a maximum of 22,500,000 common shares of the Company.

The objectives of this stock option plan are to optimize the profitability and growth of the Company through incentives linking the personal interests of employees, directors and consultants to those of the shareholders of the Company, to offer participants an incentive for excellence and individual performance and promote teamwork. The Stock Option Plan has certain restrictions and limitations, including, but not limited to, (i) stock options must generally be granted at an exercise price equal to or greater than the fair market value of a common share of the Company on the date of grant and (ii) shareholder approvals are required for material amendments to the stock option plan, including any increase the maximum number of common shares of the Company that may be issued under the stock option plan. The description and summary of the Stock Option Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Option Plan attached as Schedule 10.3 which is incorporated herein by reference.

Under the Stock Option Plan, the Board of Directors and the Compensation Committee have approved the issuance of 500,000 stock options to Matthew Drinkwaterthe Chief Executive Officer of the Company and 100,000 to Edward A. CabanasChief Financial Officer of the Company, the options have a term of 10 years and an exercise price of $0.01 the fair market value at the date of grant.

Item 9.01 Financial statements and supporting documents


No.    Exhibit Description

10.1     Twelfth Amendment to an Amended and Restated Senior Secured Credit
       Agreement dated April 15, 2022

10.2     Annex A to the Credit Agreement dated April 15, 2022

10.3     2022 Stock Option Plan

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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