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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): March 3, 2022

URBAN ONE, INC.

(Exact name of Registrant as specified in its charter)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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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. ☐

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ITEM 2.02.    Results of Operations and Financial Condition.

On March 3, 2022, Urban One, Inc. (the "Company") issued a press release setting forth the results for its quarter ended December 31, 2021. A copy of the press release is attached as Exhibit 99.1.

ITEM 8.01     Other Events.

During the course of the Company’s earnings call, Peter D. Thompson, the Company’s Chief Financial Officer noted that he anticipated asking the Company’s Board of Directors for authorization for a stock buyback program in connection with the Company’s capital allocation strategy.  Mr. Thompson did not provide any further details about any such authorization request such as timing or amount and any such request would require approval of the Company’s Board of Directors. Further, Mr. Thompson noted that the Company’s capital allocation strategy could involve alternative investment opportunities such as acquisitions, debt repurchases or other investments.   If approved by the Company’s Board of Directors,  the timing and actual number of shares repurchased would depend on a variety of factors, including price, general business and market conditions.  Any such repurchase program would not obligate the Company to acquire any particular amount of shares, and the repurchase program could be suspended or discontinued at any time at the Company’s discretion.

Also during the course of the Company’s earnings call, Alfred C. Liggins, III, the Company’s Chief Executive Officer noted the Company continued to pursue the ONE Casino + Resort project in Richmond, Virginia.  Mr. Liggins noted that as the Company continued to pursue a second referendum in the City of Richmond there were certain efforts to block or delay a second referendum within the Virginia legislature.  Mr. Liggins then noted that Pacific Peninsula Entertainment (“P2E”), the Company’s partner in the project, had entered into an agreement to sell certain of its assets, including its partnership with the Company in the ONE Casino + Resort project, to Churchill Downs, Inc., a gaming operator that also owns the Kentucky Derby.  Mr. Liggins noted that he viewed the P2E sale positively but that the future of the project was currently subject to the legislative and budgeting process in the Virginia General Assembly.

On March 7, 2022, the Board of the Company authorized and approved a share repurchase program for up to $25 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months.  Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).  The Board also approved a repurchase program for up to $50 million of the Company's outstanding 7.375% Senior Secured Notes due 2028.



The Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act.  Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares/bonds at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock and/or bonds in accordance with the terms of the plan.  The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock or bonds pursuant to its repurchase programs.



The Company’s share repurchase programs do not obligate it to acquire any specific number of shares or bonds.  The Company cannot predict when or if it will repurchase any shares of common stock or bonds as such  repurchase programs will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities.  Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.



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

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ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits

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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.

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