URBAN ONE INC

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If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.

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Our common stock is currently traded on the Nasdaq Capital Market. The Nasdaq Stock Market LLC (“Nasdaq”) has requirements that a company must meet in order to remain listed. Pursuant to the Nasdaq Listing Rules, listed companies must generally maintain a minimum bid price of $1.00 (the “Minimum Bid Price”); failure to do so for a period of 30 consecutive business days results in a deficiency. Listing Rule 5810 requires that companies deemed deficient shall be promptly notified of the deficiency and be granted a period of 180 calendar days from that notice to achieve compliance with that rule. Companies are deemed to have achieved compliance if they were able to raise their bid price to $1.00 or above for a minimum of 10 consecutive business days. The Nasdaq Listing Rules separately provide that companies may deemed deficient for failure to maintain an appropriate number of publicly held shares, or the number of shareholders (the “Number of Holders Rule”). Companies may be granted up to a separate 180 calendar day period to regain compliance with the Number of Holders Rule. Historically, some companies chose to take corporate action (e.g., a reverse stock split) to achieve compliance with the minimum bid price requirement, at the cost of compliance with the Number of Holders Rule, so as to be granted a second compliance or grace period before being delisted from the exchange. However, pursuant to recent amendment to the Nasdaq Listing Rules, a company in such position will not be granted a second grace or compliance period and will not be deemed in compliance with the requirements of either deficiency until they have cured both deficiencies. Nasdaq will no longer allow listed companies to cure the minimum price deficiency at the detriment of the Number of Holders Rule. There is no guarantee that we will be in compliance with the Minim Bid Price or Number of Holders Rule in future periods. Our failure to meet either the Minimum Bid Price or the Number of Holders Rule could cause us to be delisted from the NASDAQ and our stock to be moved to the over-the-counter markets. Such results could have an adverse impact on both the price and liquidity of our stock.