Item 2.02. Results of Operations and Financial Conditions
On
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 3.01. Notice of Failure to Satisfy a Continued Listing Rule.
On
The Company intends to notify the NYSE within 10 business days of its intent to
regain compliance with the minimum price condition within the six-month cure
period provided by NYSE rules. The Company can regain compliance at any time
within the cure period if, on the last trading day of any calendar month during
the cure period, the common stock has a closing share price of at least
The Company intends to consider available alternatives, including, but not
limited to, a reverse stock split, subject to shareholder approval no later than
at the Company's next annual meeting of shareholders, if necessary, to regain
compliance. Under the NYSE's rules, if the Company determines that it will
regain compliance by taking an action that will require shareholder approval at
its next annual meeting of shareholders, the minimum price condition will be
deemed cured if the price promptly exceeds
During this time, the Company's common stock will continue to be listed on the NYSE, subject to the Company's compliance with other NYSE continued listing requirements.
Item 7.01. Regulation FD Disclosure.
As required by Section 802.01C, the Company issued a press release on
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The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
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Item 9.01. Exhibits (d) Exhibits Exhibit No. Title 99.1*Audacy, Inc.'s Press Release, issuedAugust 4, 2022 99.2*Audacy, Inc.'s Press Release, issuedAugust 5, 2022 104 Cover Page Interactive Data File (embedded within the XBRL file)
* Exhibit is "furnished" with this report and shall not be deemed to be "filed"
herewith. 4
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