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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): February 8, 2024

 

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41795   35-2503373
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

335 N. Maple Drive, Suite 127

Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

 

(310) 858-0888

(Registrant’s telephone number, including area code)

 

n/a

(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 (see General Instruction A.2. below):

 

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
Common stock, $0.00001 par value per share   PODC   The NASDAQ Capital Market

 

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 2.02 Results of Operations and Financial Condition.

 

On February 8, 2024, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the third quarter and nine months ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information included herein and in Exhibit 99.1 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 7.01 Regulation FD Disclosure.

 

On February 2, 2024, the Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss its operating and financial results for the third quarter ended December 31, 2023 on February 8, 2024. A copy of the press release is attached hereto as Exhibit 99.2.

 

The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
  Description
99.1*   Press release, dated February 8, 2024.
99.2*   Press release, dated February 2, 2024.
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Furnished herewith.

 

1


 

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.

 

  PODCASTONE, INC.
   
Dated: February 8, 2024 By: /s/ Aaron Sullivan
  Name:  Aaron Sullivan
  Title: Chief Financial Officer

 

 

2

 

 

EX-99.1 2 ea193161ex99-1_podcastone.htm PRESS RELEASE, DATED FEBRUARY 8, 2024

Exhibit 99.1

 

PodcastOne Reports Revenue of $31.6M (+22% YoY) and
Adjusted EBITDA* of $405K for first Nine Months Fiscal 2024

 

Revenue of $10.4M for Q3 Fiscal 2024

 

Successfully Closed an 8 figure Annual Revenue B2B partnership with a Fortune 500 company

 

Ranked 10th in PODTRAC Top Publishers for January 2024

 

U.S. Unique Monthly Audience of ~5.3 million and Global Downloads and Streams of ~19.2 million

 

24 New Podcasts added in FY2024, with ~100 in the Pipeline and ~10 Acquisitions in the Pipeline

 

Senior Management Will Host a Live Conference Call and Audio Webcast Beginning at 11:30 A.M. ET on Thursday, February 8, 2024

 

LOS ANGELES, CA, February 8, 2024 -- PodcastOne (Nasdaq: PODC), a leading podcast platform and a subsidiary of LiveOne (Nasdaq: LVO), which owns ~73% of the PODC outstanding common stock, announced today its operating results for the third fiscal quarter of its fiscal year ending March 31, 2024 (“Q3 Fiscal 2024”).

 

PodcastOne’s President and Co-Founder, Kit Gray, commented, “We are incredibly excited about what we have accomplished in FY2024, and for what we will accomplish in FY2025. The enthusiasm within the organization is palpable as we set our sights on another record-breaking year ahead. The combination of organic growth and transformational opportunities through acquiring podcast shows, podcast networks, and other partnership opportunities will enable us to achieve new milestones and reach unprecedented heights.”

 

Recent and Q3 Fiscal 2024 Highlights

 

Launched Varnamtown, a podcast with derivative IP rights, hosted by award winning actor Kyle MacLachlan and investigative journalist Joshua Davis has soared to the top of Apple podcast charts, ranking 5th overall for new podcasts, top 10 in the highly competitive True Crime category and ranking as high as top 25 across all podcasts available for download on Apple.

 

LiveOne currently owns approximately 73% of PodcastOne and it will continue to consolidate PodcastOne’s financial results.

 

PodcastOne became the first podcast network to grant its podcast talent and all company employees shares of PodcastOne stock as part of its NASDAQ Listing

 

PodcastOne was ranked 10th in PODTRAC’s Podcast Industry Top Publishers Rankings for January 2024 with a U.S. Unique Monthly Audience of ~5.3 million and Global Downloads and Streams of ~19.2 million.

 

PodcastOne has increased its slate of exclusive shows to 178 original titles.

 

 


 

Q3 Fiscal 2024 vs Q3 Fiscal 2023 Results Summary (in $000’s, except per share; unaudited)

 

    Three Months Ended
December 31,
    Nine Months Ended
December 31,  
 
    2023     2022     2023     2022  
                         
Revenue   $ 10,442     $ 8,589     $ 31,595     $ 25,802  
Operating income (loss)   $ (2,600 )   $ (733 )   $ (3,833 )   $ (1,016 )
Total other income (expense)   $ -     $ (1,345 )   $ (9,850 )   $ (2,000 )
Net income (loss)   $ (2,600 )   $ (2,078 )   $ (13,683 )   $ (3,016 )
Adjusted EBITDA*   $ (356 )   $ 95 )   $ 405     $ (24 )
Net income (loss) per share basic and diluted   $ (0.11 )   $ (0.01 )   $ (0.64 )     $ (0. 02 )

 

Q3 Fiscal 2024 Results Summary Discussion

 

For Q3 Fiscal 2024, PodcastOne posted revenue of $10.4 million, a 22% increase as compared to $8.6 million in the same period in the prior year.

 

Q3 Fiscal 2024 Operating Loss was ($2.6) million compared to Operating Loss of ($0.7) million in the third fiscal quarter for its fiscal year ended March 31, 2023 (“Q3 Fiscal 2023”). The $1.9 million decrease in Operating Income was largely a result of an increase in operating expenses.

 

Q3 Fiscal 2024 Adjusted EBITDA* was ($0.4) million, as compared to Q3 Fiscal 2023 Adjusted EBITDA* of $0.1 million.

 

PodcastOne’s senior management will host a live conference call and audio webcast to provide a business update and discuss its operating and financial results beginning at 11:30 a.m. ET / 8:30 a.m. PT on Thursday, February 8, 2024.

 

Conference Call and Webcast:

 

WHEN: Thursday, February 8th
TIME: 11:30 AM ET / 8:30 AM PT
DIAL-IN (Toll Free): (888) 596-4144
DIAL IN NUMBER (Local): (646) 968-2525
ACCESS CODE: 2040084

 

Replay Number:

 

To access the platform by phone, please dial-in using one of the numbers listed below and input

Playback ID: 2040084 followed by # key: US & Canada Toll-Free: +1(800) 770-2030 US Toll: +1(609) 800-9909 United States: +1 800 770 2030 Echo Replay will expire on Wednesday, 21st February 2024 11:59 PM EST Webcast – Both the live webcast and a replay can be accessed on the Investor Relations section of PodcastOne’s website at Events | PodcastOne.

 

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The webcast can also be accessed at:  https://events.q4inc.com/attendee/249014981

 

About PodcastOne, Inc.

 

PodcastOne (Nasdaq: PODC) is a Los Angeles based podcast network founded in 2012 by Kit Gray and Norm Pattiz providing creators and advertisers with a full 360-degree solution in sales, marketing, public relations, production, and distribution delivering over 2.1 billion downloads per year with a community of 250 of the top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, Kyle MacLachlan and A&E’s Cold Case Files. PodcastOne has built a distribution network reaching over 1 billion listeners a month across all of its own properties, LiveOne (Nasdaq: LVO), Spotify, Apple Podcasts, iHeartRadio, Samsung and over 150 shows exclusively available in Tesla vehicles. PodcastOne is also the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. For more information, visit podcastone.com and follow us on Facebook, Instagram, YouTube and Twitter at @podcastone. For more investor information, please visit ir.podcastone.com.

 

Forward-Looking Statements

 

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: LiveOne’s reliance on one key customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the spin-out of LiveOne’s pay-per-view business, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; Slacker’s ability to list on a national exchange; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its users and paid members; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; PodcastOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended September 30, 2023, filed with the SEC on November 20, 2023, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

3


 

* About Non-GAAP Financial Measures

 

To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.

 

We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

 

Contribution Margin (Loss) is defined as Revenue less Cost of Sales. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, (e) depreciation and amortization (including goodwill impairment, if any), and (f) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

 

With respect to projected full year 2024 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity, and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.

 

For more information on these non-GAAP financial measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.  

 

PodcastOne IR Contact:

 

Liviakis Financial Communications, Inc.

(415) 389-4670

john@liviakis.com

 

PodcastOne Press Contact:

 

(310)246-4600

Susan@Guttmanpr.com

 

4


 

Financial Information

 

The tables below present financial results for the three and nine months ended December 31, 2023 and 2022.

 

PodcastOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)

 

    Three Months Ended     Nine Months Ended  
    December 31,     December 31,  
    2023     2022     2023     2022  
                         
Revenue:   $ 10,442     $ 8,589     $ 31,595     $ 25,802  
                                 
Operating expenses:                                
Cost of sales     9,387       7,045       26,666       19,954  
Sales and marketing     732       1,115       3,433       3,931  
Product development     15       26       70       134  
General and administrative     2,601       1,111       4,736       2,723  
Amortization of intangible assets     307       25       523       76  
Total operating expenses     13,042       9,322       35,428       26,818  
(Loss) income from operations     (2,600 )     (733 )     (3,833 )     (1,016 )
                                 
Other income (expense):                                
Interest expense, net     -       (1,661 )     (2,247 )     (3,043 )
Change in fair value of derivative     -       178       (7,603 )     1,043  
Other income (expense)     -       138       -       -  
Total other expense, net     -       (1,345 )     (9,850 )     (2,000 )
                                 
Loss before provision for income taxes     (2,600 )     (2,078 )     (13,683 )     (3,016 )
                                 
Provision for income taxes     -       -       -       -  
Net loss   $ (2,600 )   $ (2,078 )   $ (13,683 )   $ (3,016 )
                                 
Net loss per share – basic and diluted   $ (0.11 )   $ (0.01 )   $ (0.64 )   $ (0.02 )
Weighted average common shares – basic and diluted     23,072,179       147,984,230       21,252,375       147,984,230  

 

5


 

PodcastOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)

 

    December 31,     March 31,  
    2023     2023  
    (Unaudited)     (Audited)  
Assets            
Current Assets            
Cash and cash equivalents   $ 1,405     $ 3,562  
Accounts receivable, net     7,816       6,876  
Prepaid expense and other current assets     402       1,006  
Total Current Assets     9,623       11,444  
Property and equipment, net     309       242  
Goodwill     12,041       12,041  
Intangible assets, net     3,052       732  
Related party receivable     2,650       3,768  
Total Assets   $ 27,675     $ 28,227  
                 
Liabilities and Stockholders’ Equity                
Current Liabilities                
Accounts payable and accrued liabilities   $ 7,802     $ 6,898  
Bridge loan, net     -       7,155  
Derivative liabilities     -       4,767  
Related party payable     3,128       2,288  
Total Current Liabilities     10,930       21,108  
Other long term liabilities     276       -  
Total Liabilities     11,206       21,108  
                 
Commitments and Contingencies                
                 
Stockholders’ Equity                
Common stock, $0.00001 par value; 200,000,000 shares authorized; 23,122,149 and 20,000,000 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively     -       -  
Additional paid in capital     45,031       19,785  
Accumulated deficit     (28,562 )     (12,666 )
Total stockholders’ equity     16,469       7,119  
Total Liabilities and Stockholders’ Equity   $ 27,675     $ 28,227  

 

6


 

PodcastOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Adjusted EBITDA* Reconciliation (Unaudited)
(In thousands)

 

                      Non-                    
                      Recurring                    
          Depreciation           Acquisition and     Other     (Benefit)        
    Net Income     and     Stock-Based     Realignment     (Income)     Provision     Adjusted  
    (Loss)     Amortization     Compensation     Costs (1)     Expense (2)     for Taxes     EBITDA*  
Three Months Ended December 31, 2023                                          
Total   $ (2,600 )   $ 372     $ 1,786     $ 86     $    -     $          -     $ (356 )
                                                         
Three Months Ended December 31, 2022                                                        
Total   $ (2,078 )   $ 159     $ 166     $ 504     $ 1,345     $ -     $ 95  

 

                      Non-                    
                      Recurring                    
          Depreciation           Acquisition and     Other     (Benefit)        
    Net Income     and     Stock-Based     Realignment     (Income)     Provision     Adjusted  
    (Loss)     Amortization     Compensation     Costs (1)     Expense (2)     for Taxes     EBITDA*  
Nine Months Ended December 31, 2023                                          
Total   $ (13,683 )   $ 710     $ 2,724     $ 804     $ 9,850     $          -     $ 405  
                                                         
Nine Months Ended December 31, 2022                                                        
Total   $ (3,016 )   $ 241     $ 751     $ -     $ 2,000     $ -     $ (24 )

 

(1) Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments and to a lesser extent, a one-time minimum guarantee to effectively terminate a live-event distribution agreement post COVID-19.

 

(2) Other (income) expense above primarily includes interest expense, net, change in fair value of derivative liabilities, and loss on extinguishment of debt. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to loss.

 

* See the definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release.

 

7


 

PodcastOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure

Contribution Margin* Reconciliation (Unaudited)
(In thousands)

 

    Three Months Ended  
    December 31,  
    2023     2022  
             
Revenue:   $ 10,442     $ 8,589  
Less:                
Cost of sales     (9,387 )     (7,045 )
Amortization of developed technology     (58 )     (57 )
Gross Profit     997       1,487  
                 
Add back amortization of developed technology:     58       57  
Contribution Margin*   $ 1,055     $ 1,544  

 

    Nine Months Ended  
    December 31,  
    2023     2022  
             
Revenue:   $ 31,595     $ 25,802  
Less:                
Cost of sales     (26,666 )     (19,954 )
Amortization of developed technology     (170 )     (154 )
Gross Profit     4,759       5,694  
                 
Add back amortization of developed technology:     170       154  
Contribution Margin*   $ 4,929     $ 5,848  

 

* See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release.

 

 

8

 

 

EX-99.2 3 ea193161ex99-2_podcastone.htm PRESS RELEASE, DATED FEBRUARY 2, 2024

Exhibit 99.2

 

PodcastOne (Nasdaq: PODC) to Announce Third Quarter Fiscal 2024 Financial Results and Host Investor

Webcast on February 8, 2024

 

- Investor Webcast on Thursday, February 8, 2024 at 11:30 a.m. ET / 8:30 a.m. PT -

 

LOS ANGELES, CA, Feb. 02, 2024 -- PodcastOne (Nasdaq: PODC), a leading podcast platform and a subsidiary of LiveOne (Nasdaq: LVO), plans to announce its operating and financial results for its third quarter ended December 31, 2023 on Thursday, February 8, 2024.

 

PodcastOne’s senior management will host a live conference call and audio webcast to provide a business update and discuss its operating and financial results beginning at 11:30 a.m. ET / 8:30 a.m. PT on Thursday, February 8, 2024.

 

Conference Call and Webcast:

 

WHEN: Thursday, February 8

TIME: 11:30 AM ET / 8:30 AM PT

Webcast URL: https://events.q4inc.com/attendee/249014981

Conference ID 2040084

United States - New York +1.646.968.2525

USA & Canada - Toll-Free +1.888.596.4144

Canada - Toronto +1.647.495.7514

USA & Canada - Toll-Free +1.888.596.4144

 

WEBCAST – Both the live webcast and a replay can be accessed on the Investor Relations section of LiveOne’s website at Events | LiveOne. The webcast can also be accessed at: https://events.q4inc.com/attendee/249014981

 

About LiveOne, Inc.

 

LiveOne, Inc. is an award-winning, creator-first, music, entertainment, and technology platform delivering premium experiences and content worldwide. With subsidiaries like Slacker Radio and PodcastOne, LiveOne has garnered accolades for its innovative approach, including the Best Live Moment award by Digiday for the “Social Gloves” PPV Event.

 

Forward-Looking Statements

 

All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: the Company’s reliance on one key customer for a substantial percentage of its revenue; the Company’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; the Company’s ability to continue as a going concern; the Company’s ability to attract, maintain and increase the number of its users and paid members; the Company identifying, acquiring, securing and developing content; the Company’s intent to repurchase shares of its common stock from time to time under its announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company’s ability to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; the effects of the global Covid-19 pandemic; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company’s subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2023, Quarterly Report on Form 10-Q for the quarter year ended June 30, 2023, filed with the SEC on August 15, 2023, and in the Company’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

For media inquiries, please contact:

 

LiveOne IR Contact :

 

Liviakis Financial Communications, Inc.

(415) 389-4670

john@liviakis.com

 

LiveOne Press Contact :

 

LiveOne

press@liveone.com

 

Follow LiveOne on social media: Facebook, Instagram, TikTok, YouTube, and Twitter at @liveone.