URBAN ONE INC

(a)Evaluation of disclosure controls and procedures

We have carried out an evaluation, under the supervision and with the participation of our CEO (“Chief Executive Officer”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure controls objectives. Based on this evaluation and as a result of material weaknesses in our internal control over financial reporting as described in the Form 10-K for the fiscal year ended December 31, 2023, our CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2024.

(b)Changes in internal control over financial reporting

During the third quarter of 2024, we continued strengthening our control environment to address the identified material weaknesses. We have made the following progress on executing our remediation plan:

•hired additional accounting personnel with expertise in U.S. GAAP and SEC reporting requirements and continue to augment our accounting team with external experts in financial controls and operations as needed;

•redesigned our management review controls to enhance the documentation of critical review elements and developed thresholds to ensure reviews are conducted at an appropriate level of precision;

•designed additional controls to validate the completeness and accuracy of certain data used within the operation of controls;

•redesigned new procedures around the purchase, approval and tracking of new IT equipment;

•added additional IT leadership personnel and redesigned certain information technology processes to enhance controls around user access, change management and IT operations for financial systems.

We will not be able to conclude that we have remediated a material weakness until the remediation plans are fully implemented; the applicable controls operate for a sufficient period of time; and management has concluded, through formal testing, that these controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate. Except as described above, there were no changes in our internal control over financial reporting during the nine months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.