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

On November 15, 2022, MediaCo Holding Inc. (the "Company") received a deficiency letter (the "Nasdaq Letter") from the staff of the Nasdaq Listing Qualifications Department (the "Staff") stating that because the Company had reported stockholders' equity of $1,982,000 in its Quarterly Report on Form 10-Q for the period ended September 30, 2022, the Company no longer complies with Nasdaq Listing Rule 5550(b)(1), which requires a minimum $2.5 million stockholders' equity and thus the Company's Class A common stock (listed on The Nasdaq Capital Market) would be subject to delisting unless the Company requests a hearing before a Nasdaq Hearings Panel (the "Panel") on or before November 22, 2022.

The Company intends to request a hearing before the Panel. Such request will stay any delisting action in connection with the notice and allow the continued listing of the Company's Class A common stock on The Nasdaq Capital Market under the symbol "MDIA" until the Panel renders a decision subsequent to the hearing. At the hearing, the Company intends to present a plan to regain compliance with the Rule and request that the Panel allow the Company additional time within which to regain compliance. While the Company believes that it will be able to present a viable plan to regain compliance, there can be no assurance that the Panel will grant the Company's request for continued listing on The Nasdaq Capital Market, or that the Company's plans to exercise diligent efforts to maintain the listing of its Class A common stock on The Nasdaq Capital Market will be successful.

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