AUD Audacy Inc

As filed with the Securities and Exchange Commission on May 10, 2022

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AUDACY EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Andrew P. Sutor, IV

Executive Vice President, Secretary

Audacy, Inc.

2400 Market Street, 4^th Floor

Philadelphia, PA 19103

(Name and address of agent for service)

(610) 660-5610

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

Registration of Additional Securities

This Registration Statement on Form S-8 of Audacy, Inc., a Pennsylvania corporation (f/k/a Entercom Communications Corp.) (“Audacy”) pertains to 1,000,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Shares”), which will be authorized for issuance under the Audacy Employee Stock Purchase Plan (formerly the Entercom 2016 Employee Stock Purchase Plan), as amended (the “Plan”). The Plan was originally adopted in 2016 and was amended and restated on May 10, 2022. Audacy has previously registered an aggregate of 1,000,000 Class A Shares on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2016 (File No. 333-212420) (the “Earlier Registration Statement”).

Pursuant to General Instruction E of Form S-8, the contents of the Earlier Registration Statement are incorporated by reference in this Registration Statement and made a part hereof.