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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): March 29, 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 |
Securities registered pursuant to Section 12(g) of the Act: None
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective as of March 29, 2024 (the “Effective Date”), the Board of Directors (the “Board”) of PodcastOne, Inc. (the “Company”) elected Carolyn Blackwood as a director of the Company. The Board determined that Ms. Blackwood is an “independent” director pursuant to the definition of independence under Rule 5605(a)(2) of the Nasdaq Listing Rules. The Board may appoint Ms. Blackwood to one or more committees of the Board at a future date.
Ms. Blackwood is a seasoned executive with over 25 years of leadership experience in the entertainment industry, spanning operations, legal and production roles. She has served as the Chief Operating Officer of Warner Bros. Motion Picture Group, a leading global film studio, from August 2019 to September 2022, where she oversaw the financial management, physical production, and operational excellence of the studio’s theatrical and streaming film divisions. Prior to that Ms. Blackwood was the President and Chief Content Officer of New Line Cinema, a division of Warner Bros. Motion Picture Group, where she oversaw the operations of the studio, and held other executive and leadership positions with New Line Cinema and MDP Worldwide. Ms. Blackwood has a proven track record of delivering profitable growth, driving innovation, and fostering strong relationships within the organization, as well as with talent and financing partners across the industry. She has managed a $2 billion annual budget for film production, ensuring the quality, efficiency, and profitability of over 20 projects per year, including multiple global franchise properties. Ms. Blackwood started her career as an entertainment lawyer, representing independent studios in complex commercial negotiations, including talent agreements and financing transactions. She has extensive expertise in creative production, intellectual property, licensing, and corporate governance, as well as significant experience in leading large teams through multiple corporate mergers and restructurings. Ms. Blackwood also serves as a board member for various charitable organizations and as a member of the Academy of Motion Picture Arts and Sciences, as has been an advisor and consultant for multiple film companies, studios, industry associations, non-profit organizations and start-ups. Ms. Blackwood holds a J.D. from Pepperdine Caruso School of Law and a B.A. from Fordham University.
Ms. Blackwood shall be entitled to participate in the annual compensation package that the Company provides to its non-employee directors.
There is no arrangement or understanding between Ms. Blackwood and any other persons pursuant to which Ms. Blackwood was elected as a director of the Company. There are no family relationships between Ms. Blackwood and any of the Company’s officers or directors. Other than as described herein, there are no other transactions to which the Company or any of its subsidiaries is a party in which Ms. Blackwood has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On April 4, 2024, the Company issued a press release announcing the election of Ms. Blackwood as a director of the Company. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The Company is also correcting an inadvertent error in the reported number of podcast downloads for the nine months ended December 31, 2023 in the section captioned “Key Business Metric” of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023 as follows. The number of podcast downloads for the nine months ended December 31, 2023 decreased due largely to modified download behavior by Apple iOS 17 as it continues to be adopted by podcast listeners, as well as the departure of non-revenue generating partner networks from the podcast network.
| Year Ended March 31, |
Nine Months Ended December 31, |
|||||||||||||||||||||||
| 2023 | 2022 | YoY Growth | 2023 | 2022 | YoY Change | |||||||||||||||||||
| Number of podcast downloads | 617,445,568 | 590,412,840 | 5 | % | 309,635,414 | 552,481,253 | (44 | )% | ||||||||||||||||
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including 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. The information in this Item 7.01 of this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
Item 9.01 Financial Statements and Exhibits.
Exhibits:
| Exhibit No. | Description | |
| 99.1* | Press release, dated April 4, 2024. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| * | Furnished herewith. |
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: April 4, 2024 | By: | /s/ Aaron Sullivan |
| Name: | Aaron Sullivan | |
| Title: | Chief Financial Officer | |
3
Exhibit 99.1
PodcastOne (Nasdaq: PODC) Appoints Carolyn Blackwood to Its Board of Directors
Former COO of Warner Bros. Pictures and President & CCO of New Line Cinema
Brings Over 25+ Years of Entertainment Industry Experience and Proven Successful Track Record Across Wide Range of Genres, Including Movies Such as “Barbie, Elvis, Dune, The Conjuring, Hobbit & IT” Among Others
Possesses Deep Relationships to Continue to Monetize and Expand Upon LiveOne’s First $20M+ B2B Partnership. Currently Over 50+ B2B Deals in LiveOne’s Pipeline
Invaluable Experience Enhancing PodcastOne’s Ability to Identify and Sell Proven Podcasts to Streaming Networks as Scripted Shows
Diversifies Complimentary Talents of PodcastOne’s Board, Including Industry Veterans Patrick Wachsberger and Jim Berk to Bring Its Slate of Successful Podcasts to TV & Film
LOS ANGELES, CA, April 04, 2024 -- PodcastOne (NASDAQ: PODC), a leading podcast platform and a subsidiary of LiveOne (NASDAQ: LVO), announced today the appointment of Carolyn Blackwood to its Board of Directors.
“We are thrilled to welcome Carolyn Blackwood, a 25+ year industry veteran, to our esteemed board. Her proven track record of unprecedented success in the entertainment industry speaks volumes. With her strategic insights and deep relationships, we look forward to her contributions in expanding our slate of original programming and driving the sale of our IP and scripted series to networks.”
Chief Revenue Officer, Sue McNamara continues; “Her appointment shows our company’s commitment to diversifying our board and escalating women executives.”
“I am thrilled to be part of the dynamic team at PODC. The opportunity to contribute to shaping the future of our content landscape is invigorating. My vision centers around fostering creativity, nurturing talent, and delivering captivating narratives to audiences worldwide. Together, we’ll elevate PODC’s original programming, with a proven following and sponsorship, forge strategic alliances, and create a legacy of entertainment excellence,” commented Carolyn Blackwood.
About PodcastOne
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, A&E’s Cold Case Files and Varnamtown. 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/overview/default.aspx.
About LiveOne, Inc.
Headquartered in Los Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused on delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne’s wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, Palm Beach Records, CPS, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV, and through STIRR’s OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and Twitter at @liveone. For more investor information, please visit ir.liveone.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; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; 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; LiveOne’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 LiveOne and/or its other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Special Financial 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 December 31, 2023, filed with the SEC on February 13, 2024, 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.
Press Contacts:
For PodcastOne
310.246.4600
Susan@Guttmanpr.com
Investor Relations:
Jason Assad
678-570-6791
jwassad@podcastone.com