ITEM 1.01. Entry into Material Agreement
On May 17, 2021, Urban One, Inc. (the "Company") entered into an Open Market
Sale AgreementSM (the "Sale Agreement") with Jefferies LLC ("Jefferies") under
which the Company may offer and sell, from time to time at its sole discretion,
shares of its Class D common stock, par value $0.001 per share (the "Class D
Shares"), through Jefferies as its sales agent. On May 17, 2021, the Company
filed a prospectus supplement pursuant to the Sale Agreement for the offer and
sale of its Class D Shares having an aggregate offering price of up to
$25,000,000. As of the date of this filing the Company has not initiated any
sales activity under the Sale Agreement but, as noted below, from time to time
the Company may sell Class D Shares in an "at the market offering" under the
Sale Agreement and the prospectus.
Pursuant to the Sale Agreement, sales of the Class D Shares, if any, will be
made under the Company's previously filed and effective Registration Statement
on Form S-3 (File No. 333-223695) and an applicable prospectus supplement, by
any method that is deemed to be an "at the market offering" as defined in Rule
415(a)(4) under the Securities Act of 1933, as amended. Subject to the terms and
conditions of the Sale Agreement, Jefferies may sell the Class D Shares by any
method permitted by law deemed to be an "at the market offering" as defined in
Rule 415(a)(4) of the Securities Act of 1933, as amended. Jefferies will use
commercially reasonable efforts to sell the Class D Shares from time to time,
based upon instructions from the Company (including any price, time or size
limits or other customary parameters or conditions the Company may impose). The
Company will pay Jefferies a commission equal to three percent (3.0%) of the
gross sales proceeds of any Class D Shares sold through Jefferies under the Sale
Agreement. In addition, the Company has agreed to reimburse certain legal
expenses and fees by Jefferies in connection with the offering in an amount not
to exceed $60,000, in addition to certain ongoing disbursements of Jefferies'
counsel.
The foregoing description of the Sale Agreement is not complete and is qualified
in its entirety by reference to the full text of the Sale Agreement, a copy of
which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Ballard Spahr, LLP, counsel to the Company, has issued a legal opinion relating
to the validity of the Class D Shares being offered pursuant to the Sale
Agreement. A copy of such legal opinion, including the consent included therein,
is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Cautionary Information Regarding Forward-Looking Statements
Forward-looking statements in this press release regarding potential sales of
Class D Shares pursuant to the Company's ATM Program, intended use of net
proceeds from sales of the Class D Shares under the ATM Program, timing of
sales, and all other statements that are not historical facts, are made under
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on assumptions believed by the Company to be
reasonable and speak only as of the date on which such statements are made.
Without limiting the generality of the foregoing, words such as "expect,"
"believe," "anticipate," "intend," "plan," "project," "will" or "estimate," or
the negative or other variations thereof or comparable terminology are intended
to identify forward-looking statements. Except as required by law, the Company
undertakes no obligation to update such statements to reflect events or
circumstances arising after such date and cautions investors not to place undue
reliance on any such forward-looking statements. Forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those described in the statements based on a number of factors,
including but not limited to the following: the extent of the impact of the
COVID-19 global pandemic or any other epidemic, disease outbreak, or public
health emergency, including the duration, spread, severity, and any recurrence
of the COVID-19 pandemic, the duration and scope of related government orders
and restrictions, the impact on our employees, economic, public health, and
political conditions that impact consumer confidence and spending, including the
impact of COVID-19 and other health epidemics or pandemics on the global
economy; the rapidly evolving nature of the COVID-19 pandemic and related
containment measures, including changes in unemployment rate; the impact of
political protests and curfews imposed by state and local governments; the cost
and availability of capital or credit facility borrowings; the ability to obtain
equity financing; general market conditions; the adequacy of cash flows or
available debt resources to fund operations; and other risk factors described
from time to time in the Company's Form 10-K, Form 10-Q, and Form 8-K reports
(including all amendments to those reports); and the base prospectus and the
prospectus supplement used for the offering filed with the U.S. Securities and
Exchange Commission.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
Open Market Sale Agreement dated May 17, 2021 between
1.1 Jefferies LLC and Urban One, Inc.
5.1 Opinion of Ballard Spahr, LLP
Consent of Ballard Spahr, LLP (included in Exhibit
23.1 5.1)
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