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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 12, 2026
LIVEONE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38249 |
|
98-0657263 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 601-2505
(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, $0.001 par value per share |
|
LVO |
|
The NASDAQ Capital Market |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 12, 2026, LiveOne,
Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the third quarter
and nine months ended December 31, 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 February 11, 2026, the
Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss
its operating and financial results for the third quarter ended December 31, 2025 on February 12, 2026. A copy of the press release is
attached hereto as Exhibit 99.2.
The information included
herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
|
Description |
| 99.1* |
|
Press release, dated February 12, 2026. |
| 99.2* |
|
Press release, dated February 11, 2026. |
| 104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
LIVEONE, INC. |
| |
|
| Date: February 12, 2026 |
By: |
/s/ Ryan Carhart |
| |
Name: |
Ryan Carhart |
| |
Title: |
Chief Financial Officer |
2
Exhibit 99.1
LiveOne (Nasdaq: LVO) Reports $58.2M Nine-Month
Fiscal 2026 Revenue; Audio Division Delivers $52.2M Revenue and $3.7M+ Adjusted EBITDA*, Q3 Revenue of $20.3M and $1.6M Adjusted EBITDA,
Audio Division Revenue of $18.6M and Adjusted EBITDA* of $2.6M
| ● | AI-driven
efficiencies reduced quarterly operating expenses 52% year-over-year and streamlined staff
from 350 to 88 |
| ● | Management
expands share repurchases, with approximately $6M remaining under the current board-authorized
buyback program |
| ● | Audio Division Fiscal 2027 Preliminary Guidance’ |
| o | Adjusted EBITDA* $8-10M+ |
Los Angeles, CA, February 12, 2026 – LiveOne
(Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced
today its financial results for the third quarter (“Q3 Fiscal 2026”) and first nine months (“YTD Fiscal 2026”)
ended December 31, 2025 of its fiscal year ending March 31, 2026 ("Fiscal 2026"). LiveOne will host a conference call and webcast
today, February 12, 2026.
Financial Highlights
| ● | Q3 Fiscal 2026 Revenue: $20.3M |
| ● | Q3 Fiscal 2026 Adjusted EBITDA*: $1.6M |
| ● | Audio Division Q3 Fiscal 2026 Revenue: $18.6M, maintaining positive segment Adjusted EBITDA* of $2.6M |
| ● | Acquired additional 771K shares of PodcastOne shares at average price of $1.93 per share during Fiscal 2026, including 186,636 during
Q3 Fiscal 2026 at a price of $2.17 per share |
Strategic & Operational Highlights
| ● | Fortune 250 partner revenue increased to $27+ million annual run rate |
| ● | Plans to launch new B2B partnership reaching 30M+ monthly paying subscribers |
| ● | Tesla ad-supported users surpassed 1.3M |
| ● | AI-driven marketing increased ARPU by 60% (>$5) and boosted Premium conversions by 22%+ |
| ● | Three podcasts sold to major TV and streaming platforms |
| ● | Actively evaluating M&A opportunities, including a potential subsidiary sale |
LiveOne’s CEO and Chairman, Robert Ellin,
stated, ““Our third quarter results reflect strong execution and profitable growth, highlighted by sustained momentum in our
Audio business and the scalability of our platform. Our continued share repurchases at attractive valuations underscore management’s
conviction in the long-term value we are building for shareholders.”
|
Q3 Fiscal 2026 Earnings Conference Call and Webcast |
| |
| Date: |
Thursday, February 12, 2026 |
| Time: |
10:00 AM Eastern Time (7:00 AM Pacific Time) |
| Webcast Link: |
https://events.q4inc.com/attendee/634058377 |
| Dial-in: |
(800) 715-9871 |
| International Dial-in: |
+1 (646) 307-1963 |
| Conference Code: |
1597508 |
Q3 Fiscal 2026 & YTD Fiscal 2026 and
Q3 Fiscal 2025 & YTD Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)
| | |
Three Months Ended | | |
Nine Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 20,256 | | |
$ | 29,445 | | |
$ | 58,225 | | |
$ | 95,117 | |
| Operating loss | |
$ | (1,951 | ) | |
$ | (5,113 | ) | |
$ | (10,553 | ) | |
$ | (7,299 | ) |
| Total other income (expense) | |
$ | (2,139 | ) | |
$ | (510 | ) | |
$ | (3,065 | ) | |
$ | (2,159 | ) |
| Net loss | |
$ | (4,106 | ) | |
$ | (5,638 | ) | |
$ | (13,674 | ) | |
$ | (9,513 | ) |
| Adjusted EBITDA* | |
$ | 1,609 | | |
$ | 1,541 | | |
$ | (1,222 | ) | |
$ | 7,328 | |
| Net loss per share basic and diluted | |
$ | (0.37 | ) | |
$ | (0.59 | ) | |
$ | (1.31 | ) | |
$ | (1.03 | ) |
Q3 Fiscal 2026 Results Summary Discussion
For Q3 Fiscal 2026, LiveOne posted revenue of
$20.3 million versus $29.5 million in the same period in the prior year, driven primarily by reductions in Slacker revenues.
Q3 Fiscal 2026 Operating Loss was ($2.0) million
compared to a ($5.1) million Operating Loss in the third quarter ended December 31, 2024 (“Q3 Fiscal 2025”). The $3.1 million
improvement in Operating Loss was largely a result of reductions in operating expenses.
Q3 Fiscal 2026 Adjusted EBITDA* was $1.6 million,
as compared to Q3 Fiscal 2025 Adjusted EBITDA* of $1.5 million, an increase of $0.1 million. Q3 Fiscal 2026 Adjusted EBITDA* was comprised
of Audio Division Adjusted EBITDA* of $2.6 million, Other Operations Adjusted EBITDA* of ($0.1) million and Corporate Adjusted EBITDA*
of ($0.9) million.
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, PodcastOne (Nasdaq: PODC),
PPVOne, Custom Personalization Solutions, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne, a dedicated over-the-top
application powered by Slacker, 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 X 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 its largest OEM customer for a substantial percentage
of its revenue; LiveOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution
or transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of
any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition,
spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value;
LiveOne’s ability to continue as a going concern; LiveOne’s ability to attract, maintain and increase the number of its users
and paid members; LiveOne identifying, acquiring, securing and developing content; LiveOne’s ability to implement its announced
digital asset treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for the maximum
announced amount, and other risks related to such strategy; 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 debt covenants; LiveOne 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; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s
ability to pay any amounts due in connection with any such legal proceedings; significant legal, commercial, regulatory and technical
uncertainty and risks related to Bitcoin, Ethereum and other digital assets; regulatory developments related to digital assets and digital
asset markets; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries;
and other risks, uncertainties and factors including, but not limited to, those described in LiveOne’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 15, 2025,
Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 14, 2025, and in LiveOne’s
other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any
obligation to update these statements, except as may be required by law. LiveOne intends that all forward-looking statements be subject
to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
* About Non-GAAP Financial Measures
To supplement our consolidated financial statements,
which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America ("GAAP"),
we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization ("Adjusted EBITDA"),
which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended
to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance
measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our
cash flows or liquidity.
We use Contribution Margin (Loss) and Adjusted
EBITDA to evaluate the performance of our operating segments. 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 quarter, nine-month
and full Fiscal 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.
LiveOne
Press Contact:
press@liveone.com
Follow LiveOne on social media: Facebook, Instagram, TikTok, YouTube,
and X at @liveone.
Financial Information
The tables below present financial results for
the three and nine months ended December 31, 2025 and 2024.
LiveOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share
amounts)
| | |
Three Months Ended | | |
Nine Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue: | |
$ | 20,256 | | |
$ | 29,445 | | |
$ | 58,225 | | |
$ | 95,117 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| 16,450 | | |
| 22,292 | | |
| 49,441 | | |
| 71,897 | |
| Sales and marketing | |
| 1,069 | | |
| 1,763 | | |
| 3,200 | | |
| 4,685 | |
| Product development | |
| 310 | | |
| 1,115 | | |
| 1,687 | | |
| 3,346 | |
| General and administrative | |
| 4,197 | | |
| 5,241 | | |
| 13,978 | | |
| 17,031 | |
| Amortization of intangible assets | |
| 181 | | |
| 340 | | |
| 472 | | |
| 1,474 | |
| Impairment of intangible assets | |
| - | | |
| 3,807 | | |
| - | | |
| 3,983 | |
| Total operating expenses | |
| 22,207 | | |
| 34,558 | | |
| 68,778 | | |
| 102,416 | |
| Loss from operations | |
| (1,951 | ) | |
| (5,113 | ) | |
| (10,553 | ) | |
| (7,299 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Interest expense, net | |
| (993 | ) | |
| (544 | ) | |
| (2,682 | ) | |
| (2,211 | ) |
| Change in fair value of digital assets | |
| (1,144 | ) | |
| - | | |
| (1,223 | ) | |
| - | |
| Other income (expense) | |
| (2 | ) | |
| 34 | | |
| 840 | | |
| 52 | |
| Total other expense, net | |
| (2,139 | ) | |
| (510 | ) | |
| (3,065 | ) | |
| (2,159 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before provision (benefit) for income taxes | |
| (4,090 | ) | |
| (5,623 | ) | |
| (13,618 | ) | |
| (9,458 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision (benefit) for income taxes | |
| 16 | | |
| 15 | | |
| 56 | | |
| 55 | |
| Net loss | |
| (4,106 | ) | |
| (5,638 | ) | |
| (13,674 | ) | |
| (9,513 | ) |
| Net loss attributable to non-controlling interest | |
| (39 | ) | |
| (405 | ) | |
| (473 | ) | |
| (1,251 | ) |
| Net loss attributed to LiveOne | |
$ | (4,067 | ) | |
$ | (5,233 | ) | |
$ | (13,201 | ) | |
$ | (8,262 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share – basic and diluted | |
$ | (0.37 | ) | |
$ | (0.59 | ) | |
$ | (1.31 | ) | |
$ | (1.03 | ) |
| Weighted average common shares – basic and diluted | |
| 11,502,968 | | |
| 9,550,175 | | |
| 10,787,780 | | |
| 9,485,853 | |
LiveOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| | |
December 31, | | |
March 31, | |
| | |
2025 | | |
2025 | |
| | |
| | |
(Audited) | |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 8,624 | | |
$ | 4,119 | |
| Restricted cash | |
| 30 | | |
| 30 | |
| Accounts receivable, net | |
| 9,849 | | |
| 8,299 | |
| Inventories | |
| 1,417 | | |
| 1,586 | |
| Prepaid expense and other current assets | |
| 1,280 | | |
| 1,212 | |
| Total Current Assets | |
| 21,200 | | |
| 15,246 | |
| Property and equipment, net | |
| 3,208 | | |
| 893 | |
| Goodwill | |
| 21,712 | | |
| 21,712 | |
| Intangible assets, net | |
| 2,098 | | |
| 2,569 | |
| Intangible digital assets | |
| 3,777 | | |
| - | |
| Other assets | |
| 265 | | |
| 97 | |
| Total Assets | |
$ | 52,260 | | |
$ | 40,517 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity (Deficit) | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 30,561 | | |
$ | 25,180 | |
| Accrued royalties | |
| 3,916 | | |
| 5,490 | |
| Notes payable, current portion | |
| 112 | | |
| 623 | |
| Convertible note, current portion | |
| 2,500 | | |
| - | |
| Deferred revenue | |
| 2,170 | | |
| 2,141 | |
| Senior secured line of credit | |
| - | | |
| 2,950 | |
| Total Current Liabilities | |
| 39,259 | | |
| 36,384 | |
| Notes payable, net | |
| 149 | | |
| 150 | |
| Lease liabilities, noncurrent | |
| 153 | | |
| 99 | |
| Convertible note, noncurrent | |
| 12,412 | | |
| - | |
| Other long-term liabilities | |
| 10,772 | | |
| 12,236 | |
| Deferred income taxes | |
| 60 | | |
| 60 | |
| Total Liabilities | |
| 62,805 | | |
| 48,929 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ Equity (Deficit) | |
| | | |
| | |
| Preferred stock, $0.001 par value; 10,000,000 shares authorized; 8,189 and 14,002 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively | |
| 8,189 | | |
| 14,002 | |
| Common stock, $0.001 par value; 500,000,000 shares authorized; 11,633,433 and 9,672,451 shares issued and outstanding as of December 31, 2025 and March 31, 2025, net of treasury shares, respectively | |
| 12 | | |
| 10 | |
| Additional paid in capital | |
| 252,937 | | |
| 233,582 | |
| Treasury stock | |
| (849 | ) | |
| (250 | ) |
| Accumulated deficit | |
| (279,258 | ) | |
| (265,119 | ) |
| Total LiveOne Stockholders’ Deficit | |
| (18,969 | ) | |
| (17,775 | ) |
| Non-controlling interest | |
| 8,424 | | |
| 9,363 | |
| Total stockholders' deficit | |
| (10,545 | ) | |
| (8,412 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | 52,260 | | |
$ | 40,517 | |
LiveOne, 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 December 31, 2025 | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Operations – PodcastOne | |
$ | (154 | ) | |
$ | 167 | | |
$ | 2,708 | | |
$ | 65 | | |
$ | 1 | | |
$ | - | | |
$ | 2,787 | |
| Operations – Slacker | |
| (630 | ) | |
| 113 | | |
| 69 | | |
| - | | |
| 300 | | |
| - | | |
| (148 | ) |
| Operations – Other | |
| (255 | ) | |
| 60 | | |
| 29 | | |
| - | | |
| 40 | | |
| - | | |
| (126 | ) |
| Corporate | |
| (3,067 | ) | |
| - | | |
| (128 | ) | |
| 477 | | |
| 1,798 | | |
| 16 | | |
| (904 | ) |
| Total | |
$ | (4,106 | ) | |
$ | 340 | | |
$ | 2,678 | | |
$ | 542 | | |
$ | 2,139 | | |
$ | 16 | | |
$ | 1,609 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Three Months Ended December 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operations – PodcastOne | |
$ | (1,583 | ) | |
$ | 188 | | |
$ | 718 | | |
$ | 6 | | |
$ | - | | |
$ | 1 | | |
$ | (670 | ) |
| Operations – Slacker | |
| (862 | ) | |
| 4,621 | | |
| 228 | | |
| 23 | | |
| 262 | | |
| - | | |
| 4,272 | |
| Operations – Other | |
| (995 | ) | |
| 197 | | |
| 222 | | |
| 21 | | |
| 29 | | |
| - | | |
| (526 | ) |
| Corporate | |
| (2,198 | ) | |
| 1 | | |
| 207 | | |
| 222 | | |
| 219 | | |
| 14 | | |
| (1,535 | ) |
| Total | |
$ | (5,638 | ) | |
$ | 5,007 | | |
$ | 1,375 | | |
$ | 272 | | |
$ | 510 | | |
$ | 15 | | |
$ | 1,541 | |
| | |
| | |
| | |
| | |
Non- | | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
Recurring | | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
Acquisition | | |
| | |
| | |
| |
| | |
Net Income | | |
Depreciation and | | |
Stock-Based | | |
and
Realignment | | |
Other
(Income) | | |
(Benefit)
Provision | | |
Adjusted | |
| | |
(Loss) | | |
Amortization | | |
Compensation | | |
Costs (1) | | |
Expense (2) | | |
for Taxes | | |
EBITDA* | |
| Nine Months Ended December 31, 2025 | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Operations – PodcastOne | |
$ | (2,183 | ) | |
$ | 449 | | |
$ | 6,103 | | |
$ | 82 | | |
$ | 1 | | |
$ | - | | |
$ | 4,452 | |
| Operations – Slacker | |
| (1,128 | ) | |
| 212 | | |
| 131 | | |
| (8 | ) | |
| 57 | | |
| - | | |
| (736 | ) |
| Operations - Other | |
| (2,280 | ) | |
| 188 | | |
| 782 | | |
| 35 | | |
| 170 | | |
| - | | |
| (1,105 | ) |
| Corporate | |
| (8,083 | ) | |
| 1 | | |
| (720 | ) | |
| 2,075 | | |
| 2,837 | | |
| 56 | | |
| (3,833 | ) |
| Total | |
$ | (13,674 | ) | |
$ | 850 | | |
$ | 6,296 | | |
$ | 2,184 | | |
$ | 3,065 | | |
$ | 56 | | |
$ | (1,222 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Nine Months Ended December 31, 2024 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Operations – PodcastOne | |
$ | (4,618 | ) | |
$ | 1,201 | | |
$ | 1,972 | | |
$ | 44 | | |
$ | - | | |
$ | 12 | | |
$ | (1,389 | ) |
| Operations – Slacker | |
| 6,356 | | |
| 6,114 | | |
| 1,260 | | |
| 199 | | |
| 1,575 | | |
| - | | |
| 15,504 | |
| Operations - Other | |
| (4,072 | ) | |
| 628 | | |
| 739 | | |
| 622 | | |
| 90 | | |
| - | | |
| (1,993 | ) |
| Corporate | |
| (7,179 | ) | |
| 5 | | |
| 1,395 | | |
| 448 | | |
| 494 | | |
| 43 | | |
| (4,794 | ) |
| Total | |
$ | (9,513 | ) | |
$ | 7,948 | | |
$ | 5,366 | | |
$ | 1,313 | | |
$ | 2,159 | | |
$ | 55 | | |
$ | 7,328 | |
| (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 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. |
LiveOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Contribution Margin* Reconciliation (Unaudited)
(In thousands)
| | |
Three Months Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Revenue: | |
$ | 20,256 | | |
$ | 29,445 | |
| Less: | |
| | | |
| | |
| Cost of sales | |
| (16,450 | ) | |
| (22,292 | ) |
| Amortization of developed technology | |
| (107 | ) | |
| (787 | ) |
| Gross Profit | |
| 3,699 | | |
| 6,366 | |
| | |
| | | |
| | |
| Add back: | |
| | | |
| | |
| Share-based compensation: | |
| 1,504 | | |
| 269 | |
| Depreciation expense: | |
| 3 | | |
| 39 | |
| Amortization of developed technology: | |
| 107 | | |
| 787 | |
| Contribution Margin | |
$ | 5,313 | | |
$ | 7,461 | |
| | |
Nine Months Ended | |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Revenue: | |
$ | 58,225 | | |
$ | 95,117 | |
| Less: | |
| | | |
| | |
| Cost of sales | |
| (49,441 | ) | |
| (71,897 | ) |
| Amortization of developed technology | |
| (474 | ) | |
| (2,253 | ) |
| Gross Profit | |
| 8,310 | | |
| 20,967 | |
| | |
| | | |
| | |
| Add back: | |
| | | |
| | |
| Share-based compensation: | |
| 3,631 | | |
| 919 | |
| Depreciation expense: | |
| 29 | | |
| 76 | |
| Amortization of developed technology: | |
| 474 | | |
| 2,253 | |
| Contribution Margin | |
$ | 12,444 | | |
$ | 24,215 | |
| * | See the definition of Contribution
Margin under “About Non-GAAP Financial Measures” within this release. |
##END##
8
Exhibit 99.2
LiveOne (Nasdaq: LVO)
to Announce Its Third Quarter Fiscal Year 2026 Financial Results and Highlight Three New Fortune 500 Partnerships Driving B2B Growth
| ● | To
Host Investor Webcast on February 12, 2026, at 10:00 am Eastern Time (7:00 am Pacific Time)
|
LOS ANGELES, Feb. 11, 2026 -- LiveOne (Nasdaq:
LVO), an award-winning, creator-first music, entertainment, and technology platform, plans to announce its operating and financial results
for the third fiscal quarter ended December 31, 2025 (“Q3 Fiscal 2026”) and host an investor webcast to discuss the results
and provide a business update on Thursday, February 12, 2026 at 10:00 am Eastern Time (7:00 am Pacific Time).
To access the call, please use the following
information:
|
Third Quarter Fiscal Year 2026 Earnings Conference Call |
| |
| Date: |
Thursday, February 12, 2026 |
| Time: |
10:00 AM Eastern Time (7:00 AM Pacific Time) |
| Webcast Link: |
https://events.q4inc.com/attendee/634058377 |
| Dial-in: |
(800) 715-9871 |
| International Dial-in: |
+1 (646) 307-1963 |
| Conference Code: |
1597508 |
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, PodcastOne (Nasdaq: PODC),
PPVOne, Custom Personalization Solutions, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne, a dedicated over-the-top
application powered by Slacker, 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
X 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 its largest OEM customer for a substantial percentage
of its revenue; LiveOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution
or transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of
any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition,
spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value;
LiveOne’s ability to continue as a going concern; LiveOne’s ability to attract, maintain and increase the number of its users
and paid members; LiveOne identifying, acquiring, securing and developing content; LiveOne’s ability to implement its announced
digital asset treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for the maximum
announced amount, and other risks related to such strategy; 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 debt covenants; LiveOne 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; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s
ability to pay any amounts due in connection with any such legal proceedings; significant legal, commercial, regulatory and technical
uncertainty and risks related to Bitcoin, Ethereum and other digital assets; regulatory developments related to digital assets and digital
asset markets; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries;
and other risks, uncertainties and factors including, but not limited to, those described in LiveOne’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 15, 2025,
Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 14, 2025, and in LiveOne’s
other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any
obligation to update these statements, except as may be required by law. LiveOne intends that all forward-looking statements be subject
to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
LiveOne Press Contact:
press@liveone.com
Follow LiveOne on social media: Facebook,
Instagram, TikTok, YouTube, and X at @liveone.
