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): November 11, 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 November 11, 2025, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the second quarter and six months ended September 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 November 6, 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 second quarter ended September 30, 2025 on November 11, 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 November 11, 2025. | |
| 99.2* | Press release, dated November 6, 2025. | |
| 104* | Cover Page Interactive Data File (embedded within 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: November 12, 2025 | By: | /s/ Ryan Carhart |
| Name: | Ryan Carhart | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
PodcastOne (NASDAQ: PODC) Reports Record 1H & Q2 Fiscal 2026 Financial Results and Raises Full-Year Guidance, Cash $2.7 Million up $2.2 Million Year-over-Year
LOS ANGELES, CA, November 11, 2025 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, today announced record financial results for the second quarter (“Q2 Fiscal 2026”) and first half (“1H Fiscal 2026”) of its fiscal year ending March 31, 2026.
Financial Highlights:
| ● | Q2 Fiscal 2026 |
| o | Revenue: $15.2 Million, up 22% year-over-year | |
| o | Adjusted EBITDA*: $1.1 Million, up 369% year-over-year |
| ● | 1H Fiscal 2026 |
| o | Revenue: $30.2 Million, up 19% year-over-year | |
| o | Adjusted EBITDA*: $1.7 Million, up 332% year-over-year |
| ● | Raised Fiscal 2026 Guidance |
| o | Revenue: $56-60 Million | |
| o | Adjusted EBITDA*: $4.5-6 Million |
Operational Highlights:
| ● | Added 17 new podcasts year-to-date, totaling 210 shows across the network | |
| ● | Maintained Top 10 Publisher status in Podtrac rankings for 12 consecutive months (currently #9) | |
| ● | Achieved record revenue from Art19 (Amazon) and a Fortune 250 streaming partner | |
| ● | Expanded Amazon partnership from $16.5 million (3 years) to a $20+ million annual run rate | |
| ● | Fortune 250 partner revenue increased to $26+ million annual run rate | |
| ● | Three PodcastOne titles sold to major TV and streaming platforms. |
PodcastOne’s strong results reflect the continued expansion of its podcast network, growth in advertiser demand, and the success of its strategic partnerships.
Management Commentary
“PodcastOne
continues to lead the podcasting industry by combining innovation with proven performance. This quarter, we achieved record revenue
of $15.2 million, reflecting the strength of our diversified business model and the success of our AI-powered tools that enhance discovery,
monetization, and production across our network. Platforms like PodRoll, PodcastOne Pro, and our programmatic channels continue to drive
meaningful growth, while our creators benefit from advanced analytics, predictive insights, and new monetization opportunities,”
said Kit Gray, President and Co-Founder of PodcastOne.
“Our brand momentum is stronger than ever. From high-profile additions like Beach Too Sandy, Water Too Wet and Notsam Wrestling,
to new partnerships including BuzzFeed’s Phone a Fangirl, we’re expanding both our content lineup and our audience reach.
We’re entering this next phase with confidence, focused on leveraging technology to empower creators, deliver measurable results for advertisers, and solidify PodcastOne’s position as the premier AI-powered podcast network,” concluded Mr. Gray.
Q2 Fiscal 2026 vs Q2 Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)
| Three Months Ended | Six Monthe Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 15,156 | $ | 12,154 | $ | 30,150 | $ | 25,312 | ||||||||
| Operating loss | $ | (975 | ) | $ | (1,658 | ) | $ | (2,029 | ) | $ | (3,025 | ) | ||||
| Total other income (expense) | $ | - | $ | - | $ | - | $ | - | ||||||||
| Net loss | $ | (975 | ) | $ | (1,669 | ) | $ | (2,029 | ) | $ | (3,036 | ) | ||||
| Adjusted EBITDA* | $ | 1,086 | $ | (403 | ) | $ | 1,666 | $ | (710 | ) | ||||||
| Net loss per share basic and diluted | $ | (0.04 | ) | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.13 | ) | ||||
Fiscal 2026 Guidance
PodcastOne’s guidance for its Fiscal 2026 is for revenues to increase to at least a record of $56-60 million and drive expected record Adjusted EBITDA* of $4.5-6.0 million.
Second Quarter Fiscal 2026 Earnings Conference Call and Webcast:
Date: Tuesday, November 11, 2025
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)
Webcast Link: https://events.q4inc.com/attendee/811347928
Dial-in: +1 (800) 715-9871
International Dial-in: +1 (646) 307-1963
Conference Code: 6859942
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 digital assets treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for up to the maximum announced amount, and other risks related to such strategy; 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, PodcastOne’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 14, 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.
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
Financial Information
The tables below present financial results for the three and six months ended September 30, 2025 and 2024.
PodcastOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue: | $ | 15,156 | $ | 12,154 | $ | 30,150 | $ | 25,312 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of sales | 13,543 | 11,142 | 27,097 | 22,851 | ||||||||||||
| Sales and marketing | 678 | 877 | 1,557 | 1,724 | ||||||||||||
| Product development | 11 | 13 | 23 | 31 | ||||||||||||
| General and administrative | 1,774 | 1,452 | 3,252 | 2,849 | ||||||||||||
| Amortization of intangible assets | 125 | 328 | 250 | 705 | ||||||||||||
| Impairment of intangible assets | - | - | - | 176 | ||||||||||||
| Total operating expenses | 16,131 | 13,812 | 32,179 | 28,337 | ||||||||||||
| Loss from operations | (975 | ) | (1,658 | ) | (2,029 | ) | (3,025 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Total other expense, net | - | - | - | - | ||||||||||||
| Loss before provision (benefit) for income taxes | (975 | ) | (1,658 | ) | (2,029 | ) | (3,025 | ) | ||||||||
| Provision for income taxes | - | 11 | - | 11 | ||||||||||||
| Net loss | $ | (975 | ) | $ | (1,669 | ) | $ | (2,029 | ) | $ | (3,036 | ) | ||||
| Net loss per share – basic and diluted | $ | (0.04 | ) | $ | (0.07 | ) | $ | (0.08 | ) | $ | (0.13 | ) | ||||
| Weighted average common shares – basic and diluted | 26,506,636 | 24,162,612 | 26,291,453 | 23,991,772 | ||||||||||||
PodcastOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 2,747 | $ | 1,079 | ||||
| Accounts receivable, net | 6,142 | 6,246 | ||||||
| Prepaid expense and other current assets | 289 | 230 | ||||||
| Total Current Assets | 9,178 | 7,555 | ||||||
| Property and equipment, net | 50 | 59 | ||||||
| Goodwill | 12,041 | 12,041 | ||||||
| Intangible assets, net | 935 | 1,186 | ||||||
| Related party receivable | 366 | 354 | ||||||
| Total Assets | $ | 22,570 | $ | 21,195 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 7,329 | $ | 5,539 | ||||
| Related party payable | 528 | 514 | ||||||
| Total Current Liabilities | 7,857 | 6,053 | ||||||
| Total Liabilities | 7,857 | 6,053 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $0.00001 par value; 100,000,000 shares authorized; 26,880,256 and 26,016,107 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively | - | - | ||||||
| Additional paid in capital | 52,811 | 51,211 | ||||||
| Accumulated deficit | (38,098 | ) | (36,069 | ) | ||||
| Total stockholders’ equity | 14,713 | 15,142 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 22,570 | $ | 21,195 | ||||
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 September 30, 2025 |
||||||||||||||||||||||||||||
| Total | $ | (975 | ) | $ | 131 | $ | 1,930 | $ | - | $ | - | $ | - | $ | 1,086 | |||||||||||||
Three Months Ended September 30, 2024 |
||||||||||||||||||||||||||||
| Total | $ | (1,669 | ) | $ | 394 | $ | 861 | $ | - | $ | - | $ | 11 | $ | (403 | ) | ||||||||||||
| Six Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| Total | $ | (2,029 | ) | $ | 283 | $ | 3,395 | $ | 17 | $ | - | $ | - | $ | 1,666 | |||||||||||||
| Six Months Ended September 30, 2024 | ||||||||||||||||||||||||||||
| Total | $ | (3,035 | ) | $ | 1,013 | $ | 1,263 | $ | 38 | $ | - | $ | 11 | $ | (710 | ) | ||||||||||||
| (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. |
PodcastOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Contribution
Margin* Reconciliation (Unaudited)
(In thousands)
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue: | $ | 15,156 | $ | 12,154 | $ | 30,150 | $ | 25,312 | ||||||||
| Less: | ||||||||||||||||
| Cost of sales | (13,543 | ) | (11,142 | ) | (27,097 | ) | (22,851 | ) | ||||||||
| Amortization of developed technology | - | (61 | ) | (31 | ) | (121 | ) | |||||||||
| Gross Profit | 1,613 | 951 | 3,022 | 2,340 | ||||||||||||
| Add backs: | ||||||||||||||||
| Share-based compensation | 1,072 | 24 | 2,004 | 46 | ||||||||||||
| Depreciation | 3 | 39 | 26 | 76 | ||||||||||||
| Amortization of developed technology | - | 61 | 31 | 121 | ||||||||||||
| Contribution Margin* | $ | 2,688 | $ | 1,075 | $ | 5,083 | $ | 2,583 | ||||||||
* |
See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release. |
Exhibit 99.2
PodcastOne (Nasdaq: PODC) to Host Second Quarter Fiscal Year 2026 Financial Results Conference Call on November 11, 2025, at 11:00am Easter Standard Time (8:00 am Pacific Time)
LOS ANGELES, Nov. 06, 2025 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, announced today that it will be hosting a conference call to discuss its operating and financial results for the second fiscal quarter ended September 30, 2025 (“Q2 Fiscal 2026”) on Tuesday, November 11, 2025.
PodcastOne President, Kit Gray, and Chief Financial Officer, Ryan Carhart, will host the conference call, followed by a question-and-answer session.
To access the call, please use the following information:
| Second Quarter Fiscal Year 2026 Earnings Conference Call | |
| Date: | Tuesday, November 11th, 2025 |
| Time: | 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time) |
| Webcast Link: | https://events.q4inc.com/attendee/811347928 |
| Dial-in: | +1 (800) 715-9871 |
| International Dial-in: | +1 (646) 307-1963 |
| Conference Code: | 6859942 |
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 digital assets treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for up to the maximum announced amount, and other risks related to such strategy; 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, PodcastOne’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 14, 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