Urban One Moves on Reverse Stock Split
After Urban One shareholders approved the company’s request to consider a reverse stock split last June, the company’s board of directors announces that it is going forward with a reverse stock split of all classes of its common stock, including its publicly traded shares of Class A
Common Stock and Class D Common Stock at a ratio of 10 for 1. The company states, “The reverse stock split is being conducted to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market with respect shares of the Company’s Class D Common Stock.” No fractional shares of Common Stock will be issued in connection with the reverse stock split. Holders of stock who would otherwise receive a fractional share will receive cash in lieu of the fractional share equal to the closing sales price of the stock on the effective date – in this case January 22.
outstanding Class A and Class D Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by the Board of Directors. This comes as the company faces an August 11 deadline for its Nasdaq-traded stock to close at a price above $1 for 10 consecutive sessions, or risk delisting. If that fails, the company could apply for a 180-day grace period but it’s more likely the board goes ahead with the stock split.
NASDAQ after failing to bring its stock price above $1 for the required period of time. The statement says the company will do this “rather than investing time, effort, and cost into developing a plan to remain on NASDAQ.” The change takes effect on May 2 and solely impacts the trading venue. “The CMLS ticker remains the same and it does not affect the company’s operations. Cumulus remains focused on executing its strategy and driving long-term growth.”
requires companies to maintain stockholders’ equity of at least $10 million or meet the alternative compliance standards relating to the market value of the listed securities or the company’s total assets and revenue. Now, Cumulus has until April 21 to provide NASDAQ with a plan to achieve and sustain compliance. If NASDAQ accepts the plan, NASDAQ may grant an extension of up to 180 calendar days to evidence compliance. Cumulus says it is continuing to evaluate potential options to resolve the deficiency and regain compliance, including the possibility of applying to transfer to the NASDAQ Capital Market.
investors are defined by the Securities and Exchange Commission’s Rule 501(a) as individuals with a net worth greater than $1 million – excluding their primary residence – or incomes in excess of $200,000 in the last two years with the expectation of the same in the current year – or $300,000 with a spouse.) Last month, Newsmax announced that it would seek to become a public company later in 2024 or in early 2025 with a listing on the NYSE or Nasdaq. In preparation for this contemplated public offering, Newsmax has launched a private placement offering seeking to raise up to $225 million. Ruddy states, “We are excited to connect with the tens of thousands of investors nationwide who have already shown interest in investing in Newsmax. There is much to be enthusiastic about Newsmax, including significant growth in our audience, a surge in interest in conservative media and our expanding portfolio of platforms and distribution. Now more than ever — especially in this election year of 2024 — America needs Newsmax. We look forward to sharing more details with everyone who tunes in to the webinar.” 
the fiscal year ended December 31, 2023, with the Securities and Exchange Commission. Urban One now has 60 calendar days, or until June 7, 2024, to submit a plan to regain compliance. If Nasdaq accepts the compliance plan, the Nasdaq staff may grant the company an exception of up to 180 calendar days from the filing’s due date, or until September 11, 2024, to regain compliance. Urban One says it is working diligently and expects to file its 2023 Form 10-K within the 60-day period, which would eliminate the need for it to submit a formal plan to regain compliance.
ticker symbol SALM. Salem Media Group previously traded on NASDAQ. Yahoo!Finance writes, “Trading on the OTCQX Market offers companies efficient, cost-effective access to the U.S. capital markets. Streamlined market requirements for OTCQX are designed to help companies lower the cost and complexity of being publicly traded, while providing transparent trading for their investors. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws.”
another 180-calendar day compliance period if it moves its stock to the Nasdaq Capital Market and satisfies other certain requirements. Beasley is the fourth audio company to face delisting this year. Audacy received notice from the New York Stock Exchange and in June engineered a 1-for-30 reverse stock split. Its stock closed at 35 cents per share on Monday (10/16). Salem Media Group received a delisting notice from Nasdaq in June giving it 180 days to rise above the $1 threshold. It closed at 68 cents per share on Monday (10/16). Urban One also received a delisting notice from Nasdaq but not for its share price. That company is late with quarterly reports due to independent accounting issues. 
financial reports with the Securities and Exchange Commission. Urban One says it intends to timely request a hearing before a Nasdaq Hearings Panel and that request will automatically stay any suspension or delisting action through October 20, 2023. The company will request that the stay be extended through the hearing and the expiration of any additional extension period granted by the Hearings Panel through March 26, 2023. There’s no assurance that the Hearings Panel will grant the additional extension or that Urban One will be able to regain compliance by the end of any additional extension period. The company is late with its quarterly financial reports for the first and second quarters of 2023. As previously reported, this comes as the result of the company dismissing its previous independent registered public accounting firm BDO USA, LLP and hiring Ernst & Young LLP.
remaining unsecured convertible notes in the aggregate principal amount of $5.8 million at $3 per share. Following this transaction, the company is now debt free. The Courtside Group name was of the parent company founded by the late Norm Pattiz, who was known for sitting courtside at Los Angeles Lakers games from many years. PodcastOne’s president and co-founder Kit Gray comments, “The corporate name change to PodcastOne, Inc provides a true characterization of our company as one of the 10 largest podcast publishers in the U.S., ranked ahead of media giants Paramount, CNN and FOX.”
celebrates the completion of its direct listing on Nasdaq and spin-out as a separate public company. After the spin-out, LiveOne will own approximately 80% of PodcastOne (on a non-fully diluted basis) and continue to consolidate PodcastOne’s financial results. LiveOne says it expects PodcastOne shares at $8 per share minimum.
Securities and Exchange Commission. Urban One has disclosed that it has been unable to file the reports in a timely manner due to the change of its independent registered public accounting firm. The company was granted 180 days to come into compliance by Nasdaq or face delisting and Urban One says it anticipates it will be able to file the reports in question before the deadline of September 27, 2023.
listing on Nasdaq. “PODC” has been reserved as the trading symbol for PodcastOne’s common stock. LiveOne senior management will host a live conference call and audio webcast to provide business developments and details of the planned spinout of PodcastOne at 1:30 pm ET tomorrow (8/17).
.048 shares of PodcastOne in the special dividend for each LiveOne share they own. LiveOne also says that the spin-out would allow for repayment of $3 million of PodcastOne’s convertible debt. However, LiveOne also states that “PodcastOne’s planned direct listing, amount of the special dividend and LiveOne’s shareholders’ dividend eligibility shall be subject to obtaining approval from the applicable national exchange and compliance with applicable rules and regulations and trading and listing requirements. There can be no assurance that PodcastOne’s efforts will result in the consummation of the proposed direct listing and/or special dividend.”
received its first notice of non-compliance on April 3. In accordance with the second NASDAQ notice, Urban One has until June 2 to submit a plan to file both delinquent reports or to submit a plan to regain compliance. If NASDAQ accepts the company’s plan, Urban One may get up to 180 days (September 27) to file the reports. If it doesn’t, the company can appeal the decision. Urban One says it intends to submit its plan to regain compliance on or before June 2.
compliance with the Nasdaq Listing Rule, the Company’s common stock will be subject to delisting. 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 Urban One will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The company says it is working diligently and expects to file its 2022 Form 10-K within the 60-day period. Previously, Urban One notified the SEC that it had identified material weaknesses in its internal control over financial reporting and as a result, expected some of its internal controls over financial reporting and disclosure controls would be ineffective as of December 31, 2022. The Annual Report on Form 10-K for 2022 will describe these material weaknesses, and the company is implementing plans to remediate them.”