PODC PodcastOne Inc

 

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 7, 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.)

 

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 7, 2024, 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, 2024. 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 October 23, 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 second quarter ended September 30, 2024 on November 7, 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 November 7, 2024.
99.2*		Press release, dated October 23, 2024.
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 7, 2024	By:	/s/ Aaron Sullivan
	Name:	Aaron Sullivan
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

PodcastOne (NASDAQ: PODC) Reports Q2 Fiscal 2025 Financial
Results; Revenue Increases 16% YoY to $12.2 Million

 

Expects Fiscal 2025 Revenues to Increase at Least 17% to at Least a Record $51.0
Million, Driving Expected Positive Adjusted EBITDA* in Fiscal 2025

 

LOS ANGELES, CA, November 7, 2024 -- PodcastOne (NASDAQ: PODC), a leading podcast platform and a subsidiary of LiveOne (Nasdaq: LVO), has reported its financial results for the fiscal second quarter ended September 30, 2024 (“Q2 Fiscal 2025”).

 

Key Highlights:

 

●

Revenue increased 16% to $12.2 million

 

●

Ranked 12th in Podtrac’s Podcast Industry Top Publishers Rankings for September 2024 with a Unique Monthly Audience of 5.4 million in the U.S., 16.2 million global downloads and 188 exclusive podcasts

 

	●	Launched several additional revenue streams, including PodcastOne Pro and paywalls on several top platforms

●

Successfully completed its second sale of PodcastOne owned podcast to a major television network

 

●

Expects Fiscal 2025 revenues to increase at least 17% to at least a record $51.0 million; driving expected positive Adjusted EBITDA* in Fiscal 2025

 

Management Commentary

 

“The momentum we established in first quarter has continued, evidenced by our 16% revenue growth to $12.2 million in Q2 Fiscal 2025,” said Kit Gray, President and Co-Founder of PodcastOne. “During the quarter, we launched several additional revenue streams for PodcastOne, including PodcastOne Pro — a tailored platform offering studio space, marketing, production, and more for podcast hosts — and paywalls offering premium content for fan-favorites on top platforms such as Apple+, Substack, and most recently, SupportingCast. Paired with our long-term relationships with advertisers and brands, these new revenue streams provide additional avenues for high-margin growth, while diversifying our revenue mix and offering unique services to the entire PodcastOne ecosystem.”

 

“As we continue to scale our platform and bring on new talent, we are also uniquely positioned to generate a significant return on investment from company-owned podcasts that we grow, evidenced by our second sale of a podcast to a major television network during the quarter. Looking ahead, we will continue focusing on our strategic growth initiatives as the only public-pure play podcast company in the U.S., which ultimately, will drive sustainable, long-term shareholder value,” continued Mr. Gray.

 

Fiscal Second Quarter 2025 Financial Results

 

Revenue in Q2 Fiscal 2025 increased 16% to $12.2 million, compared to $10.5 million in the same prior year quarter.

 

Operating Loss in Q2 Fiscal 2025 was $1.7 million, compared to an operating loss of $1.4 million in the prior year quarter.

 

 

Net loss in Q2 Fiscal 2025 was $1.7 million, or $(0.07) per basic and diluted share, compared to a net loss of $10.9 million, or $(0.52) per basic and diluted share, in the prior year quarter.

 

Adjusted EBITDA* in Q2 Fiscal 2025 was $(0.4) million, compared to Adjusted EBIDTA* of $0.1 million in the prior year quarter.

 

LiveOne currently owns approximately 72% of PodcastOne and it will continue to consolidate PodcastOne’s financial results.

 

Fiscal 2025 Guidance

 

PodcastOne expects Fiscal 2025 revenues of at least $51.0 million, representing an increase of at least 17% when compared to revenues of $43.3 million in Fiscal 2024. PodcastOne expects positive Adjusted EBIDTA* in Fiscal 2025.

 

Conference Call

 

Management will host an investor conference call at 11:30 a.m. Eastern time, Thursday, November 7, 2024, to discuss PodcastOne’s Q2 Fiscal 2025 financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate, please use the following information:

 

Fiscal Second Quarter 2025 Earnings Conference Call

 

Date: Thursday, November 7, 2024
Time: 11:30 a.m. EST
U.S./International Dial-in: (800) 715-9871

Conference ID: 8741921

Webcast: PODC Fiscal Second Quarter 2025 Earnings Call

 

Please join at least five minutes before the start of the call to ensure timely participation.

 

A playback of the call will be available through Thursday, November 21, 2024. To listen, please call (800) 770-2030 within the United States and Canada, using replay pin number 8741921. A webcast replay will also be available using the webcast link above or by visiting PodcastOne’s investor relations page at www.ir.podcastone.com.

 

About PodcastOne

 

PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a full 360-degree solution in sales, marketing, public relations, production and distribution. PodcastOne has over 2.1 billion downloads per year with a community of 250 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang and A&E’s Cold Case Files. PodcastOne has built a distribution network reaching over 1 billion listeners a month across all channels, including its majority shareholder, LiveOne (NASDAQ: LVO), as well as 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 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, 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, 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 and/or PodcastOne’s or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; LiveOne’s ability to extend and/or refinance its indebtedness and/or repay its indebtedness when due; 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, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024, Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 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.

 

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. 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 2025 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:

 

Chris Donovan
Managing Director
MZ Group - MZ North America
(914) 352-5853
PODC@mzgroup.us
www.mzgroup.us

 

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, 2024 and 2023.

 

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

  

		Three Months Ended								Six Months Ended
		March 31,								September 30,
		2024				2023				2024				2023
Revenue:		$	12,154			$	10,516			$	25,312			$	21,153
Operating expenses:
Cost of sales			11,142				9,057				22,851				17,279
Sales and marketing			877				1,451				1,724				2,701
Product development			13				28				31				55
General and administrative			1,452				1,215				2,850				2,135
Impairment of intangible assets			-				-				176				-
Amortization of intangible assets			328				191				705				216
Total operating expenses			13,812				11,942				28,337				22,386
Loss from operations			(1,658	)			(1,426	)			(3,025	)			(1,233	)
Other income (expense):
Interest expense, net			-				(654	)			-				(2,247	)
Change in fair value of bifurcated embedded derivative			-				(8,793	)			-				(7,603	)
Total other expense, net			-				(9,447	)			-				(9,850	)
Loss before provision (benefit) for income taxes			(1,658	)			(10,873	)			(3,025	)			(11,083	)
Provision (benefit) for income taxes			11				-				11				-
Net loss		$	(1,669	)		$	(10,873	)		$	(3,036	)		$	(11,083	)
Net loss per share – basic and diluted		$	(0.07	)		$	(0.52	)		$	(0.13	)		$	(0.54	)
Weighted average common shares – basic and diluted			24,162,612				20,714,161				23,991,772				20,357,080

 

 

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

 

		September 30,				March 31,
		2024				2024
		(Unaudited)				(Audited)
Assets
Current Assets
Cash and cash equivalents		$	1,355			$	1,445
Accounts receivable, net			6,324				6,023
Prepaid expense and other current assets			661				1,105
Total Current Assets			8,340				8,573
Property and equipment, net			311				309
Goodwill			12,041				12,041
Intangible assets, net			2,146				3,145
Related party receivable			281				57
Total Assets		$	23,119			$	24,125
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities		$	6,659			$	7,383
Related party payable			936				315
Total Current Liabilities			7,595				7,698
Other long term liabilities			46				86
Total Liabilities			7,641				7,784
Commitments and Contingencies
Stockholders’ Equity
Common stock, $0.00001 par value; 100,000,000 shares authorized; 24,404,187 and 23,608,049 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively			-				-
Additional paid in capital			48,125				45,952
Accumulated deficit			(32,647	)			(29,611	)
Total stockholders’ equity			15,478				16,341
Total Liabilities and Stockholders’ Equity		$	23,119			$	24,125

 

 

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, 2024
Total		$	(1,669	)		$	394			$	861			$	-			$	-			$	11			$	(403	)
Three Months Ended September 30, 2023
Total		$	(10,873	)		$	253			$	854			$	413			$	9,447			$	-			$	94
Six Months Ended September 30, 2024
Total		$	(3,036	)		$	1,013			$	1,254			$	38			$	-			$	11			$	(720	)
Six  Months Ended September 30, 2023
Total		$	(11,083	)		$	338			$	938			$	719			$	9,850			$	-			$	762

 

(1)

Non-Recurring Acquisition and Realignment Costs include non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, legal, accounting and other professional fees directly attributable to acquisition activity, employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, and 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.

 

(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 “Use of 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,
		2024				2023				2024				2023
Revenue:		$	12,154			$	10,516			$	25,312			$	21,153
Less:
Cost of sales			(11,142	)			(9,057	)			(22,851	)			(17,279	)
Amortization of developed technology			(61	)			(58	)			(121	)			(112	)
Gross Profit			951				1,401				2,340				3,762
Add back amortization of developed technology:			61				58				121				112
Contribution Margin*		$	1,012			$	1,459			$	2,461			$	3,874

 

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

 

 

 

Exhibit 99.2

 

PodcastOne to Announce Second Quarter Fiscal Year 2025 Financial Results and Host Investor Webcast on
Thursday November 7, 2024

 

- Investor Webcast on Thursday, November 7, 2024 at 11:30am ET / 8:30am PT

 

LOS ANGELES, Oct. 23, 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 second quarter fiscal year 2025 ended September 30, 2024 on Thursday, November 7, 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 am ET / 8:30 am PT on Thursday, November 7, 2024.

 

***PARTICIPANT DIAL INS***

 

Participants call one of the allocated dial-in numbers (below) and advise the Operator of either the Conference ID 8741921 or Conference Name. If the client has selected Approved Participant List, these Participants will be prioritized &/or authorized to participate in Q&A.

 

USA / International Toll +1 (646) 307-1963

 

USA - Toll-Free (800) 715-9871Canada - Toronto (647) 932-3411

 

Canada - Toll-Free (800) 715-9871

 

Conference ID: 8741921

 

***WEBCAST DETAILS***

 

Event Title: PodcastOne Inc. (PODC) Q2 Fiscal 2025 Financial Results & Business Update

 

Event Date: Thursday November 7, 2024 at 11:30 AM (GMT-04:00) Eastern Time (US and Canada) 

 

Attendee URL: https://events.q4inc.com/attendee/235963749

 

Conference Call Replay

 

An audio recording of the Event will be available via the Echo Replay platform.

 

To access the platform by phone, please dial-in using one of the numbers listed below and input Playback ID: 8741921 followed by # key:

 

Australia Toll-Free:+61 1800 021 202

 

Australia Toll:+61 2 8078 2917

 

US & Canada Toll-Free:+1(800) 770-2030

 

US Toll:+1(609) 800-9909

 

Canada Toll:+1(647) 362-9199

 

France:+33 1 73 02 81 84

 

Germany:+49 69 589964211

 

Hong Kong:+852 3018 3027

 

India:+91 22 5032 3279

 

Japan:+81 3 4588 1481

 

New Zealand:+64 9 886 9995

 

 

Singapore:+65 3159 5801

 

United Kingdom:+44 20 3433 3849

 

United States:+1 800 770 2030

 

Echo Replay will expire on Thursday, 21st November 2024 11:59 PM PST

 

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

 

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 subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 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:

 

310.246.4600
Susan@Guttmanpr.com

 

Investor Relations:

 

Jason Assad
678-570-6791
jwassad@podcastone.com

 

 

v3.24.3

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity File Number	001-41795
Entity Registrant Name	PODCASTONE, INC.
Entity Central Index Key	0001940177
Entity Tax Identification Number	35-2503373
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	345 North Maple Drive
Entity Address, Address Line Two	Suite 295
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90210
City Area Code	(310)
Local Phone Number	858-0888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.00001 par value per share
Trading Symbol	PODC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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