Business Context and Reporting Period
Company: MediaCo Holding Inc. (MDIA)
Filing Type: Form 8-K (Current Report)
Date of Report: December 19, 2025
Reporting Period: Event date December 19, 2025; Signed December 22, 2025
Context: The Company is an emerging growth company listed on the Nasdaq Capital Market. This filing addresses a regulatory deficiency regarding stock price compliance.
Key Financial Metrics
This filing is a current report regarding listing status and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Stock Price Deficiency: The Company received a deficiency letter from Nasdaq stating that for the last 30 consecutive business days, the closing bid price of its Class A Common Stock has been below the minimum $1.00 per share required under Nasdaq Listing Rule 5550(a)(2).
- Listing Status: The deficiency letter has no immediate effect on the listing; the stock continues to trade under the symbol "MDIA."
Outlook, Risks, and Management Commentary
- Compliance Timeline: The Company has been granted an initial 180-calendar-day period, ending June 17, 2026, to regain compliance.
- Compliance Criteria: To regain compliance, the bid price must close at $1.00 per share or more for a minimum of 10 consecutive business days before June 17, 2026.
- Secondary Compliance Period: If the initial period expires without compliance, the Company may be afforded a second 180-day period, provided it meets market value of publicly held shares and other initial listing standards (excluding the bid price requirement).
- Delisting Risk: Failure to regain compliance by the end of the applicable period(s) will result in delisting. The Company retains the right to appeal a delisting determination to a hearings panel.
- Management Action: The Company intends to monitor the stock price and may consider a reverse stock split to regain compliance, though there is no assurance of success.
Investor Verification Checklist
- Verify the current closing bid price of MDIA stock to assess proximity to the $1.00 threshold.
- Monitor future 8-K filings for announcements regarding a reverse stock split or other capital structure changes.
- Track the stock price performance over the next 10 consecutive business days to determine if the initial compliance window is met.
- Review the Company's market value of publicly held shares to ensure eligibility for a potential second compliance period.