Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2023

AUDACY, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

001-14461

23-1701044

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania

19103

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $.01 per share

AUD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01

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

On October 30, 2023, Audacy, Inc. (the “Company”) announced that its previously disclosed appeal of the determination of the New York Stock Exchange (the “NYSE”) to delist the Company’s Class A common stock (the “Class A common stock”) from the NYSE based on its “abnormally low” price levels was unsuccessful. As a result, the NYSE filed a Form 25 with the Securities and Exchange Commission to delist the Class A common stock from the NYSE, which will become effective on or about November 10, 2023. The Class A common stock will continue to trade over the counter under the symbol “AUDA.”

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including statements about the delisting of the Company’s Class A common stock and related timing, and the Class A common stock trading over the counter. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.

Item 7.01

Regulation FD Disclosure.

On October 30, 2023, the Company issued a press release related to the NYSE delisting. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Title

99.1		Press release, dated October 30, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Audacy, Inc.

By:		/s/ Andrew P. Sutor, IV
		Andrew P. Sutor, IV
		Executive Vice President

Dated: October 30, 2023

Exhibit 99.1

Audacy Provides NYSE Listing Update

Audacy Common Stock to Delist from NYSE

NYSE Determination Has No Impact on Audacy’s Business Strategy or Operations

PHILADELPHIA, PA – October 30, 2023 – Audacy, Inc. (NYSE: AUD; OTC: AUDA) (the “Company” or “Audacy”) today announced that its appeal of the determination by the New York Stock Exchange (“NYSE”) to commence proceedings to delist Audacy’s Class A Common Stock (the “Common Stock”) from the NYSE was not successful. As a result, the NYSE today filed a Form 25 relating to the delisting from the NYSE of its Common Stock with the Securities and Exchange Commission (the “SEC”), which will become effective on or about November 10, 2023.

Audacy stock has not been traded on the NYSE since May when the NYSE notified Audacy that it had elected to commence proceedings to delist the Common Stock from the NYSE based on Audacy’s “abnormally low” price levels.

The Common Stock will continue to trade over the counter under the symbol “AUDA.”

The NYSE’s determination has no impact on Audacy’s business strategy or operations. Audacy continues to focus on growing and enhancing its capabilities as a leading, multi-platform audio content and entertainment company, and continues to engage in discussions with its lenders to deleverage its balance sheet and improve its capital structure to position Audacy for long-term growth.

About Audacy

Audacy, Inc. is a leading multi-platform audio content and entertainment company with the country’s best collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. Audacy engages 200 million consumers each month, bringing people together around content that matters to them. Learn more at audacyinc.com, Facebook (Audacy Corp), X (@AudacyCorp), LinkedIn (@Audacy-Inc) and Threads (@AudacyCorp).

Forward-Looking Statements

This announcement contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including statements about the delisting of the Company’s Class A Common Stock, and related timing. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the SEC. All of the forward-looking statements in this announcement are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.

Contacts

David Heim

Audacy

908-472-3927

David.Heim@audacy.com

Document and Entity Information	Oct. 30, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001067837
Document Type	8-K
Document Period End Date	Oct. 30, 2023
Entity Registrant Name	AUDACY, INC.
Entity Incorporation State Country Code	PA
Entity File Number	001-14461
Entity Tax Identification Number	23-1701044
Entity Address, Address Line One	2400 Market Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(610)
Local Phone Number	660-5610
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $.01 per share
Trading Symbol	AUD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false