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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Urban One, Inc. 8-K:1,9 4/12/24 12:272K Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 62K 7: R1 Document and Entity Information HTML 52K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- uone-20240412x8k_htm XML 21K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- uone-20240412_def XML 42K 5: EX-101.LAB XBRL Labels -- uone-20240412_lab XML 56K 6: EX-101.PRE XBRL Presentations -- uone-20240412_pre XML 41K 3: EX-101.SCH XBRL Schema -- uone-20240412 XSD 16K 10: JSON XBRL Instance as JSON Data -- MetaLinks 14± 20K 11: ZIP XBRL Zipped Folder -- 0001558370-24-005319-xbrl Zip 35K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Current Report
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 12, 2024
i URBAN ONE, INC.
(Exact name of Registrant as specified in its charter)
| | |
i Delaware | i 0-25969 | i 52-1166660 |
(State or Other Jurisdiction | (Commission File No.) | (IRS Employer |
of Incorporation) | | Identification No.) |
i 1010 Wayne Avenue
i 14th Floor
i Silver Spring, i Maryland i 20910
( i 301) i 429-3200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Class |
| Trading Symbol |
| Name of Exchange on which Registered |
i Class A Common Stock, $.001 Par Value | | i UONE | | i NASDAQ Capital Market |
| | | | |
i Class D Common Stock, $.001 Par Value | | i UONEK | | i NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On April 12, 2024, Urban One, Inc. (the “Company”) entered into a sixth waiver and amendment (the “Sixth Waiver and Amendment”) to the Current ABL Facility, dated as of February 19, 2021 (as amended by the Waiver and Amendment, the “Amended Current ABL Facility”), with the Company, the Company’s subsidiaries guarantors, Bank of America, N.A., as administrative agent (the “Administrative Agent”) and the lenders party thereto. The Sixth Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Annual Financial Deliverables for the period ended December 31, 2023 (the “2023 Form 10-K”) and Quarterly Financial Deliverables for the quarter ended March 31, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K, the “Delayed Reports” ). The Sixth Waiver and Amendment sets a due date of May 31, 2024 for the Delayed Reports. The foregoing is a summary of the Sixth Waiver and Amendment, the full text of which is attached hereto as an exhibit.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit |
| Description |
4.1 |
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 or 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).
SIGNATURE
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.
| URBAN ONE, INC. |
| |
| |
| Chief Financial Officer and Principal Accounting Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/31/24 | ||||
| Filed on: | 4/18/24 | |||
| For Period end: | 4/12/24 | 8-K | ||
| 3/31/24 | ||||
| 12/31/23 | NT 10-K | |||
| 2/19/21 | ||||
| List all Filings | ||||