8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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): August 9, 2022

URBAN ONE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-25969	52-1166660
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
of Incorporation)		Identification No.)

1010 Wayne Avenue

14th Floor

Silver Spring, Maryland 20910

(301) 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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
Class A Common Stock, $.001 Par Value	UONE	NASDAQ Capital Market
Class D Common Stock, $.001 Par Value	UONEK	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 ☐

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 8.01.Other Events.

During the course of its earnings call for the quarter ended June 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.  While the Company made this observation, the Company further noted that it would not provide any further updated estimate at this time.

Cautionary Information Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements about the Company's future performance, which are based on management's assumptions and beliefs in light of the information currently available to it. The Company assumes no obligation to update the information contained herein. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in the Company's reports on Forms 10-K, 10-Q, 10-K/A, 10-Q/A and other filings with the SEC, including that Current Report on Form 8-K filed August 9, 2022.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	URBAN ONE, INC.
Date: August 11, 2022	/s/ Peter D. Thompson
	Peter D. Thompson
	Chief Financial Officer and Principal Accounting Officer

XML

Document and Entity Information	Aug. 09, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 09, 2022
Entity File Number	0-25969
Entity Registrant Name	URBAN ONE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-1166660
Entity Address, Address Line One	1010 Wayne Avenue
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	Silver Spring
Entity Address, State or Province	MD
City Area Code	301
Local Phone Number	429-3200
Entity Address, Postal Zip Code	20910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001041657
Common Stock Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, $.001 Par Value
Trading Symbol	UONE
Security Exchange Name	NASDAQ
Common Stock Class D [Member]
Document Information [Line Items]
Title of 12(b) Security	Class D Common Stock, $.001 Par Value
Trading Symbol	UONEK
Security Exchange Name	NASDAQ