ITEM 2.02. Results of Operations and Financial Condition.

On November 3, 2022, Urban One, Inc. (the "Company") issued a press release setting forth the results for its quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1.

ITEM 8.01 Other Events.

During the course of its earnings call for the quarter ended September 30, 2022, the Company reaffirmed that it expected to achieve Adjusted EBITDA in excess of its previously announced range of $145-$150 million for the year-ended December 31, 2022 based upon business/revenue mix. The Company noted that it now expected to achieve Adjusted EBITDA in the mid $160's million range for the year ended December 31, 2022.

Next, the Company gave an update on its Richmond casino project first noting that the project continues to be positive for the Company's future prospects but remains a speculative opportunity. The Company noted that the Commonwealth of Virginia seemed to be positioning itself to put a casino project in either Richmond or Petersburg, Virginia and while the Company remains the lead prospect in Richmond, the city of Petersburg had selected another preferred casino operator. Finally, the Company noted that the ultimate decision may be a political matter resolved by the Virginia General Assembly.

Finally, the Company noted that as of November 03, 2022, during the 4th quarter it had used approximately $18.3 million of its current debt repurchase authorization, leaving approximately $6.7 million of its $25 million authorization available. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Notes are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company's notes and other factors, and subject to restrictions under applicable law. When in effect, the Company executes debt repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value.

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 Form 10-K, Form 10-K/A, Form 10-Q, Form 10-Q/A and Form 8-K reports (including all amendments to those reports).

ITEM 9.01. Financial Statements and Exhibits.



(c) Exhibits

Exhibit
Number            Description

                    Press release dated November 3, 2022: Urban One, Inc. Reports
99.1              Third Quarter Results.
                  Cover Page Interactive Data File (embedded within the Inline
104               XBRL document).

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