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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): August 13, 2025

 

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.)

 

345 North Maple Drive, Suite 295

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 August 13, 2025, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the first quarter ended June 30, 2025. 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 August 11, 2025, 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 first quarter ended June 30, 2025 on August 13, 2025. 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 August 13, 2025.
99.2*   Press release, dated August 11, 2025.
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: August 13, 2025 By: /s/ Ryan Carhart
  Name:  Ryan Carhart
  Title: Chief Financial Officer

 

2

 

EX-99.1 2 ea025300801ex99-1_podcastone.htm PRESS RELEASE, DATED AUGUST 13, 2025

Exhibit 99.1

 

PodcastOne (NASDAQ: PODC) Reports Record Q1 Fiscal 2026 Financial Results

 

Q1 Fiscal 2026 Revenue: ~$15.0 Million (Record)

 

Q1 Fiscal 2026 Adjusted EBITDA*: ~$0.6 Million

 

Fiscal 2026 Guidance: Revenue: $55-60 Million, Adjusted EBITDA*: $3-5 Million

 

LOS ANGELES, CA, August 13, 2025 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, announced today its operating results for the first fiscal quarter (“Q1 Fiscal 2026”) of its fiscal year ending March 31, 2026 (“Fiscal 2026”).

 

Key Highlights:

 

Q1 Fiscal 2026 record revenue of ~$15M+ and Adj. EBITDA* of $580K (+284% YoY)

 

Q1 Fiscal 2026 Contribution Margin*: ~$2.4 million or 16%

 

FY 2026 guidance: $56-60M, Adjusted EBITDA*: $3-5 million

 

Added 14 new podcasts in Q1 Fiscal 2026 (200+ total on the PodcastOne network)

 

Achieved 8 consecutive months in Podtrac’s Top 10 Publishers rankings (currently #9)

 

Management Commentary

 

“PodcastOne is a legacy podcasting brand. Since our launch in 2014, our dedicated approach to audio first entertainment both within production and advertising sales has set the industry standard for successful, growth driven and profitable podcasting,” said Kit Gray, President and Co-Founder of PodcastOne.

 

“In this fractured era of entertainment, Podcasting is thriving with audiences and with advertisers. With over 4 million podcasts available worldwide and advertising revenues expected to top $2.4 billion dollars this year alone, our PodcastOne sales network is uniquely poised to leverage relationships with over 500 of the largest Advertisers to reach the most desired demographics effectively and ensure that our network roster of programming is highly profitable.

 

Our network offerings continue to be as diverse as the audience who consume podcasts. Podcasts recently added to PodcastOne include the true crime show LOVE MURDER, Detox Retox with Tom Schwartz from Bravo’s Vanderpump Rules, A Lot of You Have Been Asking with viral sensation and comedian Hayden Cohen, and Intrusive Thoughts with Olympic Figure Skater, Adam Rippon.

 

As podcasting continues to evolve, PodcastOne has expanded its video production and distribution efforts to enhance how audiences experience our shows and with this strategy we’ve seen an over 200% surge in video views year-over-year across multiple platforms including YouTube, Substack, Rumble, TikTok, Spotify and Apple+. Popular titles such as Bitch Bible, Fool Coverage, Pop Apologists, Some More News, The Adam Carolla Show, and Your Welcome have all experienced notable double-digit growth in video consumption over the past year —underscoring the growing demand for video-driven podcast content.

 

Podcasting remains the most innovative and exciting entertainment medium in the world and we at PodcastOne are thrilled at our position as an industry leader,” concluded Mr. Gray.

 

 


 

Q1 Fiscal 2026 vs Q1 Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)

 

    Three Months Ended  
    June 30,  
    2025     2024  
             
Revenue   $ 14,994     $ 13,159  
Operating loss   $ (1,054 )   $ (1,366 )
Total other income (expense)   $ -     $ -  
Net loss   $ (1,054 )   $ (1,366 )
Adjusted EBITDA*   $ 580     $ (316 )
Net loss per share basic and diluted   $ (0.04 )   $ (0.06 )

 

Fiscal 2026 Guidance

 

PodcastOne guidance for its Fiscal 2026 for revenues to increase to at least a record of $55-60 million and drive expected record Adjusted EBITDA* of $3.0-5.0 million.

 

Earnings Conference Call and Webcast:

 

To access the call, please use the following information:

 

First Quarter Fiscal Year 2026 Earnings Conference Call

 

Date: Wednesday, August 13, 2025

Time: 11:30 a.m. Eastern Time (8:30 a.m. Pacific Time)

Webcast Link: https://events.q4inc.com/attendee/103673900

Dial-in: +1 (800) 715-9871

International Dial-in: +1 (646) 307-1963

Conference Code: 1419961

 

2


 

About PodcastOne, Inc.

 

PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 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 monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.

 

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 its largest OEM customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other 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, 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; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures financing; LiveOne’s ability to implement its recently announced crypto treasury strategy and/or purchase crypto assets from time to time pursuant to such strategy, including for up to the maximum announced amount; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other 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, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025, 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


 

Use of 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 before a) Cost of Sales share-based compensation expense, b) depreciation, and c) amortization of developed technology. 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, and (e) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

 

With respect to projected full fiscal year 2026 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 Press Contact:

 

(310) 246-4600
Susan@Guttmanpr.com

 

4


 

Financial Information

 

The tables below present financial results for the three months and fiscal year ended June 30, 2025 and 2024.

 

PodcastOne, Inc.

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

 

    Three Months Ended  
    June 30,  
    2025     2024  
             
Revenue:   $ 14,994     $ 13,159  
                 
Operating expenses:                
Cost of sales     13,555       11,709  
Sales and marketing     879       847  
Product development     12       18  
General and administrative     1,477       1,398  
Amortization of intangible assets     125       377  
Impairment of intangible assets     -       176  
Total operating expenses     16,048       14,525  
Loss from operations     (1,054 )     (1,366 )
                 
Loss before provision (benefit) for income taxes     (1,054 )     (1,366 )
                 
Provision (benefit) for income taxes     -       -  
Net loss   $ (1,054 )   $ (1,366 )
                 
Net loss per share – basic and diluted   $ (0.04 )   $ (0.06 )
Weighted average common shares – basic and diluted     24,133,630       23,712,530  

 

5


 

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

 

    June 30     March 31,  
    2025     2025  
             
Assets            
Current Assets            
Cash and cash equivalents   $ 1,870     $ 1,079  
Accounts receivable, net     6,818       6,246  
Prepaid expense and other current assets     131       230  
Total Current Assets     8,819       7,555  
Property and equipment, net     55       59  
Goodwill     12,041       12,041  
Intangible assets, net     1,061       1,186  
Related party receivable     360       354  
Total Assets   $ 22,336     $ 21,195  
                 
Liabilities and Stockholders’ Equity                
Current Liabilities                
Accounts payable and accrued liabilities   $ 7,125     $ 5,539  
Related party payable     495       514  
Total Current Liabilities     7,620       6,053  
Other long term liabilities     -       -  
Total Liabilities     7,620       6,053  
                 
Commitments and Contingencies                
                 
Stockholders’ Equity                
Common stock, $0.00001 par value; 100,000,000 shares authorized; 26,316,672 and 26,016,107 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively     -       -  
Additional paid in capital     51,839       51,211  
Accumulated deficit     (37,123 )     (36,069 )
Total stockholders’ equity     14,716       15,142  
Total Liabilities and Stockholders’ Equity   $ 22,336     $ 21,195  

 

6


 

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

                      Non-                    
                      Recurring                    
    Net     Depreciation           Acquisition and     Other     (Benefit)        
    Income     and     Stock-Based     Realignment     (Income)     Provision     Adjusted  
    (Loss)     Amortization     Compensation     Costs (1)     Expense (2)     for Taxes     EBITDA*  
Three Months Ended June 30, 2025                                          
Total   $ (1,054 )   $         152     $       1,465     $            17     $             -     $            -     $ 580  
                                                         
Three Months Ended June 30, 2024                                                        
Total   $ (1,366 )   $ 619     $ 394     $ 37     $ -     $ -     $ (316 )

 

(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.

 

(2) Other (income) expense above primarily includes interest expense, net and change in fair value of derivative liabilities. 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  
    June 30,  
    2025     2024  
             
Revenue:   $ 14,994     $ 13,159  
Less:                
Cost of sales     (13,555 )     (11,709 )
Amortization of developed technology     (31 )     (60 )
Gross Profit     1,408       1,390  
                 
Add back share-based compensation:     932       22  
Add back depreciation expense:     23       37  
Add back amortization of developed technology:     31       60  
Contribution Margin*   $ 2,394     $ 1,509  

 

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

 

8

 

EX-99.2 3 ea025300801ex99-2_podcastone.htm PRESS RELEASE, DATED AUGUST 11, 2025

Exhibit 99.2

 

PodcastOne (Nasdaq: PODC) to Announce First Quarter Fiscal Year 2026 Financial Results and Host Investor Webcast on August 13, 2025, at 11:30am Easter Time (8:30 am Pacific Time)

 

LOS ANGELES, Aug. 11, 2025 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, plans to announce its operating and financial results for the first quarter of its fiscal year ending March 31, 2026 (“Q1 Fiscal 2026”) and host an investor webcast to discuss the results on Wednesday, August 13, 2025.

 

PodcastOne President, Kit Gray, and Chief Financial Officer, Ryan Carhart, will host the investor webcast, followed by a question-and-answer session.

 

To access the call, please use the following information:

 

First Quarter Fiscal Year 2026 Earnings Conference Call
Date: Wednesday, August 13, 2025
Time: 11:30 a.m. Eastern Time (8:30 a.m. Pacific Time)
Webcast Link: https://events.q4inc.com/attendee/103673900
Dial-in: +1 (800) 715-9871
International Dial-in: +1 (646) 307-1963
Conference Code: 1419961

 

About PodcastOne

 

PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 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 monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.

 

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 its largest OEM customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other 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, 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; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures financing; LiveOne’s ability to implement its recently announced crypto treasury strategy and/or purchase crypto assets from time to time pursuant to such strategy, including for up to the maximum announced amount;  uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other 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, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025, 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:

 

310.246.4600
Susan@Guttmanpr.com