Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing;

As previously disclosed, on April 1, 2022, MediaCo Holding Inc. (the "Company") received a deficiency letter (the "Nasdaq Letter") from the Nasdaq Listing Qualifications Department, notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(3), which requires the Company to maintain net income from continuing operations of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years (the "Minimum Net Income Requirement"), nor was it in compliance with either of the alternative listing standards, market value of listed securities or stockholders' equity.

Pursuant to the Nasdaq Letter, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance, and so submitted such a plan. Nasdaq accepted the plan and granted an extension through August 31, 2022 for the Company to evidence compliance.

In its submission to Nasdaq, the Company described initiatives that, upon completion, would enable it to evidence and thereafter sustain compliance with the minimum $2,500,000 stockholders' equity requirement for continued listing. Specifically, the negotiated the conversion of a substantial majority of outstanding notes (collectively, the "SG Note") issued to SG Broadcasting LLC ("SG Broadcasting") into shares of the Company Class A common stock (the "Note Conversion"). The Note Conversion was subject to the approval by the shareholders of the Company of the conversion of the portions of the SG Note which the shareholders had not previously approved. As described in Item 5.07 below, such approval was obtained at a special meeting of the Company's stockholders held on July 26, 2022 and the Note Conversion was consummated on July 28, 2022. The Note Conversion increases the Company's stockholders' equity by approximately $29,874,000.

As of the date of this Current Report on Form 8-K, the Company believes it has regained compliance with the stockholders' equity requirement based upon the transactions and events described above. The Company understands that that Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report under the Securities Exchange Act of 1934, as amended, the Company does not evidence compliance, it may be subject to delisting.

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, the Company has previously issued several convertible promissory notes in favor of SG Broadcasting. Under the terms of each of such promissory notes, SG Broadcasting has exercised its right to convert the full amount of the outstanding principal and accrued but unpaid interest of the Notes into an aggregate of 12,899,480 shares of the Class A Common Stock of the Company, which amount is equal to the outstanding principal and accrued but unpaid interest of each Note divided by the Conversion Price (as defined in such notes) as determined in accordance with the terms and conditions of such notes. The conversion was effective on July 28, 2022 and was effected in accordance with the provisions of Section 4(2) of the Securities Act of 1933, as amended.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 26, 2022, the Company held a special meeting of shareholders (the "Meeting"). At the Meeting, the Company's shareholders voted on a proposal to approve the potential issuance of Class A Shares in excess of 19.9% of the number of outstanding shares of common stock of the Company. The results of this vote, as certified by the inspector of elections for the Meeting, are set forth below.

Proposal 1. Approval of the potential issuance of Class A Shares in excess of 19.9% of the number of outstanding shares of common stock of the Company.



Votes For    Votes Against   Abstentions   Broker Non-Votes
55,044,216      14,101           436              -

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