UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





(Mark One)

|☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2017

OR



|☐ | 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: 001-35429





BRIGHTCOVE INC.

(Exact
name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-1579162                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

290 Congress Street

Boston, MA 02210

(Address
of principal executive offices)

(888) 882-1880

(Registrants telephone number, including area code)





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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a 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   |  | ☐ (Do not check if a smaller reporting company) |  | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of May 1, 2017 there were 34,160,187 shares of the registrants common stock, $0.001 par value per share, outstanding.









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Explanatory Note

The sole purpose of this Amendment No. 1 on Form 10-Q/A to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission on May 4, 2017 (the Form 10-Q), is to correct a
typographical error in the number of shares outstanding as of the last practicable date from 33,783,814 to 34,160,187. In addition, the Registrant is also including Exhibits 31.1 and 31.2, as required by the filing of this form 10-Q/A.

No other changes have been made to the Form 10-Q. This Form 10-Q/A does not reflect events that may have occurred subsequent to the original filing date, and except as noted above, does not modify or update in any way disclosures made in the original Form 10-Q.



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|        |  |         
|------- |  | --------
|ITEM 6. |  | EXHIBITS



|         |  |                                                                                                    
|-------- |  | ---------------------------------------------------------------------------------------------------
|Exhibits |  |                                                                                                    
|         | 
|31.1^    |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|         | 
|31.2^    |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

^    Furnished herewith.



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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
thereunto duly authorized.



|                  |  |                 |  |                              
|----------------- |  | --------------- |  | -----------------------------
|                  |  | BRIGHTCOVE INC.
|                  |  | (Registrant)   
|                  |  |                
|Date: May 8, 2017 |  | By:             |  | /s/ David Mendels            
|                  |  |                 |  | David Mendels                
|                  |  |                 |  | Chief Executive Officer      
|                  |  |                 |  | (Principal Executive Officer)
|                  |  |                
|Date: May 8, 2017 |  | By:             |  | /s/ Kevin R. Rhodes          
|                  |  |                 |  | Kevin R. Rhodes              
|                  |  |                 |  | Chief Financial Officer      
|                  |  |                 |  | (Principal Financial Officer)