SILVER
SPRING, Md., Sept. 29,
2023 /PRNewswire/ -- Today, Urban One, Inc. (the
"Company"), reported that it received a letter from the Listing
Qualifications Department (the "Listing Department") of The Nasdaq
Stock Market LLC ("Nasdaq") notifying the Company that Nasdaq has
initiated a process that could result in the delisting of the
Company's securities from Nasdaq as a result of the Company not
being in compliance with Nasdaq Listing Rule 5250(c)(1) (the
"Listing Rule"), which requires listed companies to timely file all
required periodic financial reports with the Securities and
Exchange Commission (the "SEC"). The Staff Determination has no
immediate effect and will not immediately result in the suspension
of trading or delisting of the Company's shares of common
stock.
The Company intends to timely request a hearing before a Nasdaq
Hearings Panel (the "Hearings Panel"). The hearing request will
automatically stay any suspension or delisting action through
October 20, 2023. In connection with
the hearing request the Company will request that the stay be
extended through the hearing and the expiration of any additional
extension period granted by the Hearings Panel following the
hearing. In that regard, pursuant to the Nasdaq Listing Rules, the
Hearings Panel may grant an additional extension period through
March 26, 2023. However, there can be
no assurance that the Hearings Panel will grant the Company an
additional extension, or that the Hearings Panel will grant the
Company's request for an extended stay, or that the Company will be
able to regain compliance by the end of any additional extension
period.
The Staff Determination was issued because the Company has not
filed its Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2023 (the "Q1 2023
Form 10-Q") and June 30, 2022 (the
"Q2 2023 Form 10-Q" and, together with the Q1 2023 Form 10-Q, the
"Delinquent Reports") by the Extension Deadline (defined
below).
As previously disclosed July 12,
2023, on July 11, 2023, the
Audit Committee of the Company's Board of Directors (the "Audit
Committee") approved the dismissal of BDO USA, LLP as the Company's independent
registered public accounting firm effective on July 12, 2023. At that time, the Audit Committee
voluntarily appointed Ernst & Young LLP ("E&Y") to serve as
the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2023
effective as of July 12, 2023.
As previously disclosed, on August 22,
2023, the Company received a letter from the Listing
Department on August 16, 2023 (the
"Third Nasdaq Letter"), notifying the Company that it was not in
compliance with requirements of the Rule as a result of not having
timely filed the Delinquent Reports.
As previously disclosed, the Company received a notice from
Nasdaq on April 3, 2023 (the "First
Nasdaq Letter"), notifying the Company that it was not in
compliance with the Rule due to its delay in filing the 2022 Annual
Report on Form 10-K (the "2022 Form 10-K"). On May 10, 2023, the Company filed a Form 12b-25
Notification of Late Filing with respect to its Q1 2023 Form 10-Q,
triggering a second letter from Nasdaq dated May 19, 2023 (the "Second Nasdaq Letter"), as
previously disclosed on May 24, 2023.
In accordance with the Second Nasdaq Letter, the Company filed a
plan with Nasdaq to regain compliance with the listing requirements
that include completion and filing of the 2022 Form 10-K and the Q1
2023 Form 10-Q with the SEC. Nasdaq accepted the Company's
compliance plan and granted the Company 180 days, or until
September 27, 2023 (the Extension
Deadline"), for filing the 2022 Form 10-K and the Q1 2023 Form
10-Q, to regain compliance. The Company subsequently filed the 2022
Form 10-K on June 30, 2023. However,
the Company has yet to file its Q1 2023 Form 10-Q and this, as well
as the identification of certain errors with the filed 2022 Form
10-K, has delayed the Company's preparation and filing of its Q2
2023 Form 10-Q. The Company is in the process of completing its Q1
2023 Form 10-Q and anticipates filing the Delinquent Reports as
soon as practicable after resolution of the discrete accounting
issues identified below.
During the course of its preparation of the Q1 2023 Form 10-Q,
the Company identified certain errors with regard to the timing of
expense recognition of non-cash stock based compensation and the
accounting for the Company's investment in the operations of its
Richmond casino joint venture, RVA Entertainment
Holdings, LLC, the activities of which primarily related to 2021.
The Company is currently evaluating the related accounting for the
non-cash stock based compensation matter and if the Company's
investment in RVA Entertainment Holdings, LLC should have been
consolidated during the historical periods due to its then 75%
ownership interest. The Company is also in the process of
evaluating the impact these matters may have on its internal
controls over financial reporting. The ongoing resolution of these
issues has further delayed the preparation process. The Company
anticipates that these matters will be resolved in the near future.
Once these matters are resolved, the Company anticipates filing
both of the Delinquent Reports in an expedited manner.
Cautionary Note Regarding Forward-Looking Statements
The Company cautions you certain of the statements in this Form
8-K or in its press release may represent "forward-looking
statements" as defined in Section 27A of the United States
Securities Act of 1933, as amended, and Section 21E of the United
States Securities Exchange Act of 1934, as amended. These
statements are based on assumptions believed by the Company to be
reasonable and speak only as of the date on which such statements
are made. Without limiting the generality of the foregoing, words
such as "expect," "believe," "anticipate," "intend," "plan,"
"project," "will" or "estimate," or the negative or other
variations thereof or comparable terminology are intended to
identify forward-looking statements. Except as required by law, the
Company undertakes no obligation to update such statements to
reflect events or circumstances arising after such date and
cautions investors not to place undue reliance on any such
forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those described in the statements based on a number
of factors, including but not limited to the following: any
recurrence of the COVID-19 pandemic, the duration and scope of
related government orders and restrictions, the impact on our
employees, economic, public health, and political conditions that
impact consumer confidence and spending, including the impact of
COVID-19 and other health epidemics or pandemics on the global
economy; the cost and availability of capital or credit facility
borrowings; the ability to obtain equity financing; general market
conditions; the adequacy of cash flows or available debt resources
to fund operations; and other risk factors described from time to
time in the Company's Forms 10-K, Forms 10-K/A, Forms 10-Q, Forms
10-Q/A and Form 8-K reports (including all amendments to those
reports).
About Urban One:
Urban One Inc. (urban1.com), together with its subsidiaries, is
the largest diversified media company that primarily targets Black
Americans and urban consumers in the
United States. The Company owns TV One, LLC (tvone.tv), a
television network serving more than 59 million households,
offering a broad range of original programming, classic series and
movies designed to entertain, inform, and inspire a diverse
audience of adult Black viewers. As of September 1, 2023, we owned and/or operated 72
independently formatted, revenue producing broadcast stations
(including 57 FM or AM stations, 13 HD stations, and the 2 low
power television stations) branded under the tradename "Radio One"
in 13 urban markets in the United
States. Through its controlling interest in Reach Media,
Inc. (blackamericaweb.com), the Company also operates syndicated
programming including the Rickey Smiley
Morning Show, the Russ Parr Morning
Show, and the DL Hughley Show. In addition to its radio and
television broadcast assets, Urban One owns iOne Digital
(ionedigital.com), our wholly owned digital platform serving the
African American community through social content, news,
information, and entertainment websites, including its Cassius,
Bossip, HipHopWired and MadameNoire digital platforms and brands.
We also have invested in a minority ownership interest in MGM
National Harbor, a gaming resort located in Prince George's County, Maryland. Through our
national multi-media operations, we provide advertisers with a
unique and powerful delivery mechanism to the African American and
urban audiences.
Media Contact
Karen
Wishart
kwishart@Urban1.com
Office: 301.429.3238
Cell:
301.318.9935
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SOURCE Urban One, Inc.