Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
This notification has no immediate effect on the listing of the Company's common stock on the NASDAQ. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company's common stock will be subject to delisting from NASDAQ.
Under the NASDAQ rules, the Company has 60 calendar days to file the 2022 Form
10-K or to submit to NASDAQ a plan to regain compliance with the Nasdaq Listing
Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant the Company up
to 180 days from the prescribed due date for filing the 2022 Form 10-K to regain
compliance. If NASDAQ does not accept the Company's plan, then the Company will
have the opportunity to appeal that decision to a
The Company is working diligently and expects to file its 2022 Form 10-K within
the 60-day period, which ends on
Item 4.02.Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of its financial statements for the year
ended
Therefore, on
The Company's management has concluded that in light of the error described above, a material weakness exists in the Company's internal control over financial reporting for the Affected Periods. The Company's remediation plan with respect to such material weakness will be described in more detail in the 2022 Form 10-K.
Item 8.01Other Events.
On
The Company noted it still expects its independent registered public accounting
firm will issue an unqualified opinion on the consolidated financial statements.
As previously reported, the Company has identified material weaknesses in the
Company's internal control over financial reporting and as a result, expects
some of its internal controls over financial reporting and disclosure controls
will be ineffective as of
Finally, the Company noted that it does not expect to report financial results
for the fourth quarter and full year ended
ITEM 9.01.Financial Statements and Exhibits.
(c) Exhibits Exhibit Number Description 99.1 Press release datedApril 7, 2023 :Urban One, Inc. Receives NASDAQ Notification of Non-Compliance with Listing Rule 5250(c)
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: the extent of the impact of the COVID-19 global pandemic or any other epidemic, disease outbreak, or public health emergency, including the duration, spread, severity, and 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 rapidly evolving nature of the COVID-19 pandemic and related containment measures, including changes in unemployment rate; the impact of political protests and curfews imposed by state and local governments; 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).
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