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.
“To approve an amendment to our Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split of our 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 our Board of Directors.” The company’s Board of Directors is recommending a “yes” vote.
2025, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s Class D Common Stock must be at least $1.00 per share for a minimum of ten (10) consecutive business days. The company says it intends to actively monitor the closing bid price of its Class D Common Stock and will consider all reasonable available options to regain compliance with the Minimum Bid Price Requirement, which may include seeking stockholder approval to effect a reverse stock split. There can be no assurance that the company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination. The Notice also has no impact on the Company’s Class A Common Stock which trades under the symbol “UONE.”
traded below the $1.00 per share minimum bid price requirement for 30 consecutive days and it was being given 180 days to regain compliance. This move gives Beasley another 180 days to come into compliance by having its stock price trade at the $1.00 threshold or above for 10 consecutive days. The company announces that it has notified Nasdaq that it intends to cure its deficiency in satisfying the minimum bid price requirement by effecting a reverse stock split, if necessary. It would require the approval of current shareholders to do so. A reverse stock split reduces the number of shares in a company, thereby increasing the value of the existing shares.
appointed by the company’s board of directors. This committee established the ratio on June 5. The 1-for-30 reverse stock split reduced the number of outstanding shares of the company’s Class A common stock from approximately 137.5 million shares (excluding unvested restricted stock) to approximately 4.6 million shares (excluding unvested restricted stock) and reduced the number of outstanding shares of the company’s Class B common stock from approximately 4.0 million shares to approximately 135 thousand shares. Proportional adjustments were made to the number of shares of Audacy’s Class A common stock subject to outstanding equity awards, as well as to the applicable exercise prices. Trading of Audacy’s Class A common stock was halted on May 5 on the New York Stock Exchange after the share price fell about 12% to $0.09 per share. The NYSE is moving to delist the stock but Audacy is currently appealing that determination. 
Common Stock, at a ratio with 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 action comes after Audacy received notice from the New York Stock Exchange that it is commencing proceedings to delist the company’s Class A Common Stock from the exchange due to Audacy’s stock reaching “an abnormally low selling price.” Trading of Audacy’s Class A Common Stock was halted on May 16 after the share price fell about 12% to $0.09 per share. Now, the NYSE will apply to the Securities and Exchange Commission to delist the company’s common stock pending completion of applicable procedures. Trading of Audacy’s common stock on the NYSE is suspended but the common stock will continue to be able to be traded over the counter. With the value of Audacy’s Class A Common Stock at less than $0.10 per share, the reverse stock split would have to be at least more than a 1-for-10 split in order for the share price to be over $1.00 per share.
delist the company’s common stock pending completion of applicable procedures. Trading of Audacy’s common stock on the NYSE is suspended but the common stock will continue to be able to be traded over the counter. Audacy says it intends to appeal this determination by the NYSE by filing a written request within 10 business days after receiving the notice. Audacy chairman, president and CEO David J. Field says, “Over the past few years, we have taken a number of transformational actions to give Audacy a leading, differentiated, and scaled position in the dynamic audio space, including podcasting, streaming audio, and our leadership presence across the country’s largest markets and our unrivaled strength in sports and news radio. While we are disappointed by the NYSE’s decision, we are hopeful we will find our way back to the exchange later this year as we execute our action plans which include a reverse stock split to satisfy NYSE rules, the continued execution of our liability management plans and working with our financial advisors to refinance our debt. Further, as macroeconomic conditions stabilize, we believe we will benefit from a general market recovery and will be able to capitalize on our investments in strategic transformation that position Audacy well for the future.”
A reverse stock split reduces the number of shares that each shareholder owns but increases the value of each remaining share. Audacy says, “We are seeking shareholder approval for the authority to effectuate the reverse stock split as a means of increasing the share price of our Class A Common Stock to be at or above $1.00 per share in order to attempt to avoid delisting by the NYSE. We expect that the reverse stock split will increase the closing price per share of our Class A Common Stock to be above the $1.00 per share minimum price for the required number of days, thereby satisfying this listing requirement. However, there can be no assurance that the reverse stock split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Class A Common Stock on the NYSE. We are not aware of any present efforts by anyone to accumulate our Class A Common Stock, and the proposed reverse stock split is not intended to be an anti-takeover device.” Audacy was put on notice last August 1 that it was not in compliance with the minimum average closing price of $1.00 per share and faces delisting.