Securities registered pursuant to Section 12(b) of the Act:

On October 19, 2020, Urban One, Inc. (the “Company”) announced the early tender results of its previously announced (i) offer to exchange (the “Exchange Offer”) any and all its outstanding 7.375% Senior Secured Notes due 2022 (the “Existing Notes”) for new 8.75% Senior Secured Notes due 2022 (the “New Notes”) and (ii) related consent solicitation (the “Consent Solicitation”) for consents to adopt certain proposed amendments to the indenture governing the Existing Notes (the “Existing Notes Indenture”), that would eliminate substantially all of the restrictive covenants and certain of the default provisions contained in the Existing Notes Indenture, and to enter into a new intercreditor agreement among the Company, the trustee for the New Notes, the trustee for the Existing Notes, the collateral agent for the New Notes and the collateral agent for the Existing Notes (collectively, the “Proposed Amendments”).  All holders who validly tender and do not validly withdraw their Existing Notes in the Exchange Offer will be deemed to have delivered their consent to the Proposed Amendments.

Based on the early tenders as of 5:00 p.m., New York City time, on October 16, 2020 (the “Early Tender Date”), eligible holders had validly tendered and not validly withdrawn $347.0 million aggregate principal amount, representing 99.15% of the outstanding principal amount, of the Existing Notes in the Exchange Offer and Consent Solicitation.

For each $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) at or prior to the October 16, 2020, (the “Early Tender Date”), eligible holders will be eligible to receive an early participation payment of $10.00 in cash (the “Early Tender Payment”). For each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn after the Early Tender Date, eligible holders will be eligible to receive a participation payment of $5.00 in cash (the “Late Tender Payment”). In addition, for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn prior to October 30, 2020 (the “Expiration Date”), eligible holders will be eligible to receive $1,000 principal amount of the New Notes (the “Exchange Consideration”). The total consideration consists of (a) the Exchange Consideration plus (b) the Early Tender Payment or the Late Tender Payment, as applicable, (collectively, the “Total Consideration”).

After the Early Tender Date, tendered Existing Notes may be withdrawn. However, to be eligible to receive the Early Tender Payment component of the Total Consideration, such tendered Existing Notes must not be withdrawn. Any holder who withdraws Existing Notes and subsequently tenders (and does not validly withdraw) such Existing Notes at or prior to the Expiration Date would be entitled to the Late Tender Payment and Exchange Consideration components of the Total Consideration only.

The Exchange Offer and Consent Solicitation was commenced on October 2, 2020 and is being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated October 2, 2020 (the “Offering Memorandum”). The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on the Expiration Date, unless extended or earlier terminated by the Company, and is conditioned upon, among other things, the receipt of consents from at least 90% of the outstanding principal amount of Existing Notes validly tendered and not validly withdrawn and the satisfaction or waiver of other conditions set forth in the Offering Memorandum. As a result, the Expiration Date may be extended one or more times.

The New Notes offered in the Exchange Offer have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.

A copy of the press release issued by the Company is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information set forth in this Current Report on Form 8-K, including Exhibit 99.1, is for informational purposes only and is not an offer to sell or exchange, or a solicitation of an offer to purchase, exchange or sell any securities, or a solicitation of consents with respect to any securities, nor is the Exchange Offer being made in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities, blue sky or other laws of any such jurisdiction.