8-K

Check the appropriate box below if 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 (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

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

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 April 2, 2020, Townsquare Media, Inc. (“Townsquare,” the “Company,” “we,” “us,” or “our”)received a notice from the New York Stock Exchange (the “NYSE”) indicating that we are not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual as a result of our failure to timely file our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”).

As we reported in our Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020, we were unable to file our Form 10-K within the prescribed time period without unreasonable effort or expense. The extension period provided under Rule 12b-25 expired on March 31, 2020. We continue to work diligently to complete the preparation of our financial statements in order to be in a position to file the Form 10-K with the SEC as soon as possible.

The NYSE informed us that, under the NYSE’s rules, we will have six months from March 31, 2020 to file the Form 10-K with the SEC. We can regain compliance with the NYSE continued listing requirements at any time before that date by filing the Form 10-K with the SEC. If we fail to file the Form 10-K before the NYSE’s six-month compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for us to regain compliance, depending on the specific circumstances.

Item 7.01 Regulation FD Disclosure.

On April 8, 2020, the Company issued a press release announcing that the filing of the Form 10-K did not occur by the extended March 31, 2020 deadline.

The information furnished pursuant to this Item 7.01, including the press release attached as Exhibit 99.1 and incorporated herein by reference, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

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.

Date: April 8, 2020

EXHIBIT INDEX

		Exhibit

IMMEDIATE RELEASE

TOWNSQUARE MEDIA PROVIDES UPDATED ON FORM 10-K FILING

Purchase, NY - April 8, 2020 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare,” the “Company,” “we,” “us,” or “our”) today provided an update regarding its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”).

On March 16, 2020, we filed a Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”), for an extension of time to file our Form 10-K. The extension period provided under Rule 12b-25 expired on March 31, 2020.

Our current and former independent registered public accounting firms have been unable to agree upon the annual assessment of the impairment of the Company’s indefinite-lived intangible assets and require additional time to finalize these figures. The net revenue, direct operating expense and other data disclosed in the earnings release we issued on March 16, 2020 (our “Earnings Release”) is not expected to change. The impairment in question is purely a non-cash charge and does not affect our Adjusted EBITDA or other measures disclosed in our Earnings Release, and does not affect our compliance with any of the leverage ratio requirements under our Senior Credit Agreement. We are working diligently with both audit firms to complete the preparation of our financial statements in order to be in a position to file the Form 10-K with the SEC as soon as possible.

As expected, we received a notice from the New York Stock Exchange (the “NYSE”) indicating that we are not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual as a result of our failure to timely file the Form 10-K.

The NYSE informed us that, under the NYSE’s rules, we will have six months from March 31, 2020 to file the Form 10-K with the SEC. We can regain compliance with the NYSE continued listing requirements at any time before that date by filing the Form 10-K with the SEC. We expect that the auditors will be able to resolve their disagreement and that we will be able to file the Form 10-K within this period.

Forward-Looking Statements

Except for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof or as of the date specified herein. Risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements include, but are not limited to, our ability, and the ability of our current and former independent registered public accounting firms, to finalize our audited financial statements for the year ended December 31, 2019 and certain other events, including disease outbreaks and pandemics such as coronavirus. See “Risk Factors” and “Forward-Looking Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2019, and subsequent filings with the SEC, for a discussion of additional factors that could have a material impact on our business. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

About Townsquare Media, Inc.

Townsquare is a radio, digital media, entertainment and digital marketing solutions company principally focused on being the premier local advertising and marketing solutions platform in small and mid-sized markets across the U.S. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 19,000 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite) and approximately 200 local live events each year. Our brands include local media assets such as WYRK, KLAQ, K2 and NJ101.5; iconic local and regional events such as WYRK’s Taste of Country, the Boise Music Festival, the Red Dirt BBQ & Music Festival and Taste of Fort Collins; and leading tastemaker music and entertainment websites such as XXLmag.com, TasteofCountry.com and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com, and www.townsquareignite.com.

Investor Relations

Claire Yenicay

(203) 900-5555

investors@townsquaremedia.com