PodcastOne (PODC) registers 2,014,001 warrants and underlying shares for resale

Rhea-AI Filing Summary

PodcastOne, Inc. registers 2,014,001 warrants and up to 2,014,001 shares of common stock underlying those warrants for resale by selling stockholders. The Warrants are exercisable at $3.00 per share (subject to adjustment as provided therein). The prospectus supplement updates the Prospectus and lists selling stockholder details as of June 8, 2026, including assignments that transferred two blocks of 36,667 Warrants on May 20, 2026. The resale is by the identified selling stockholders (and their transferees, pledgees, donees or successors) and is described as "from time to time" in the Prospectus.

Insights

Securities Attorney

Resale registration of Bridge Warrants and underlying shares; standard selling‑holder disclosure.

The supplement updates the selling stockholders table to reflect assignments and discloses that up to 2,014,001 Warrants and up to 2,014,001 Shares are registered for resale. The exercise price is stated as $3.00 per share, "subject to adjustment as provided therein."

Disclosure ties per‑holder examples to specific assignments (two blocks of 36,667 Warrants transferred on May 20, 2026). Cash‑flow treatment is resale by selling holders; proceeds treatment follows the Prospectus. Timing is "from time to time." Subsequent filings will show which holders actually sell.

Key Figures

Warrants registered: 2,014,001 warrants Shares underlying warrants: 2,014,001 shares Exercise price: $3.00 per share +2 more

5 metrics

Warrants registered 2,014,001 warrants Overall registration stated in prospectus supplement

Shares underlying warrants 2,014,001 shares Shares issuable upon exercise of the registered warrants

Exercise price $3.00 per share Exercise price for the Bridge Warrants (subject to adjustment as provided therein)

Per‑holder example 36,667 warrants Warrants assigned on <date>May 20, 2026</date> to each Warberg WF XIII LP and Warberg WF XIV LP

Prospectus supplement date June 9, 2026 Date of this prospectus supplement

Key Terms

Bridge Warrants, Selling Stockholders, Prospectus Supplement, Registration No. 333-283818

4 terms

Bridge Warrants financial

"2,014,001 warrants to purchase up to 2,014,001 shares exercisable at a price of $3.00"

Selling Stockholders regulatory

"resale, from time to time, by the selling stockholders identified in the prospectus"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

Prospectus Supplement regulatory

"This prospectus supplement updates the prospectus dated January 29, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration No. 333-283818 regulatory

"Filed Pursuant to Rule 424(b)(7) Registration No. 333-283818"

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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Available on EDGAR 06/09/2026 - 05:23 PM Accepted by SEC EDGAR 06/09/2026 - 05:19 PM Learn about SEC filing dates

FAQ

What securities are registered in the PodcastOne (PODC) prospectus supplement?

The supplement registers 2,014,001 warrants and up to 2,014,001 shares of common stock underlying those warrants. The Warrants are exercisable at $3.00 per share (subject to adjustment as provided therein).

Who may sell the registered warrants and shares for PODC?

The registered securities may be resold "from time to time" by the identified Selling Stockholders and their transferees, pledgees, donees or successors. Specific selling decisions and timing are determined by those holders.

Does the supplement show any recent transfers of warrants for PODC?

Yes. The supplement discloses assignments on May 20, 2026 transferring two blocks of 36,667 Bridge Warrants each (to Warberg WF XIII LP and Warberg WF XIV LP), updated as of June 8, 2026.

What is the exercise price and adjustment language for the Bridge Warrants?

The Bridge Warrants are exercisable at an exercise price of $3.00 per share, "subject to adjustment as provided therein." The supplement repeats that specific adjustment provisions are contained in the warrant terms.

Will the company receive proceeds from sales by the Selling Stockholders?

Proceeds from resale by the identified Selling Stockholders would be received by those holders; the supplement describes these as resales by selling holders rather than primary issuances and does not state issuer proceeds.

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-283818

PROSPECTUS SUPPLEMENT

(To Prospectus dated January 29, 2025)

2,014,001 Warrants to Purchase up to 2,014,001 Shares of Common Stock 

Up to 2,014,001 Shares of Common Stock underlying the 2,014,001 Warrants

Unless otherwise stated, all references in this prospectus supplement to “we,” “us,” “our,” “PodcastOne,” the “Company” and similar designations refer to PodcastOne, Inc.

This prospectus supplement updates the prospectus dated January 29, 2025 (the “Prospectus”), relating to the resale, from time to time, by the selling stockholders identified in the prospectus (together with any of such stockholders’ transferees, pledgees, donees or successors) (the “Selling Stockholders”) of up to (i) 2,014,001 warrants to purchase up to an aggregate of 2,014,001 shares of PodcastOne’s common stock, $0.00001 par value per share (the “common stock”), exercisable at a price of $3.00 per share (subject to adjustment as provided therein) (the “Bridge Warrants” or “Warrants”), and (ii) up to 2,014,001 shares of common stock issuable upon the exercise of the 2,014,001 Warrants (the “Shares” and together with the Warrants, the “Securities”) held by the Selling Stockholders.

Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 6 of the Prospectus and any similar section contained in this prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement or the Prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 9, 2026.

SELLING STOCKHOLDERS

The following information supplements the information set forth under the caption “Selling Stockholders” in the Prospectus. This prospectus supplement includes information with respect to selling stockholders not previously listed in the prospectus.

The following table sets forth information, as of June 8, 2026, with respect to the Selling Stockholders named below, regarding the number of (i) Warrants and (ii) shares of common stock acquired, or acquirable, by such Selling Stockholders as a result of: (x) an assignment on May 20, 2026 by Warberg WF X LP to Warberg WF XIV LP of Warrants exercisable for up to 36,667 shares of common stock; and (y) an assignment on May 20, 2026 by Warberg WF XI LP to Warberg WF XIII LP of Warrants exercisable for up to 36,667 shares of common stock. Such information is based on information provided by or on behalf of the selling stockholder and is accurate to the best of our knowledge as of June 8, 2026.

The number of shares in the column “Number of shares of common stock beneficially owned prior to offering” represents the number of shares of common stock that are actually owned as of the date of this prospectus supplement, and does not represent the number of shares that such Selling Stockholder may otherwise be obligated to report as “beneficially owned” by such Selling Stockholder under other rules of the SEC. Please refer to the section titled “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for our 2025 Annual Meeting of Stockholders filed with the SEC on July 17, 2025 for information regarding beneficial ownership.

The table set forth under the caption “Selling Stockholders” in the Prospectus is hereby supplemented as follows:

		Warrants												Shares of Common Stock
Name		Warrants with the  following  number of  underlying  shares  beneficially owned  prior to offering#				Warrants with the  following  number of  underlying  shares  registered  for sale  hereby#				Warrants with the  following  number of  underlying  shares  owned  after this  offering				Number of  shares of  common  stock  beneficially  owned prior to offering†				Maximum Number of  shares of  common  stock  registered  for sale hereby†£#				Number of  shares of  common  stock  beneficially  owned after offering§				Percentage of  common  stock  beneficially  owned after  offering††
Warberg WF XIII LP (32)			36,667				36,667				—				—				36,667				—				*
Warberg WF XIV LP (33)			36,667				36,667				—				—				36,667				—				*

(32)

Represents 36,667 shares of our common stock issuable upon exercise of the 36,667 Bridge Warrants issued to, the Registered Stockholder. Warberg Asset Management LLC is the Managing Member of Warberg WF XIII LP and Daniel Warsh may be deemed to have voting or investment control over these Securities. The principal business address of Warberg WF XIII LP is 716 Oak Street, Winnetka, IL 60093. Mr. Warsh disclaims beneficial ownership in such Securities, except for his pecuniary interest therein.

(33)

Represents 36,667 shares of our common stock issuable upon exercise of the 36,667 Bridge Warrants issued to, the Registered Stockholder. Warberg Asset Management LLC is the Managing Member of Warberg WF XIV LP and Daniel Warsh may be deemed to have voting or investment control over these Securities. The principal business address of Warberg WF XIV LP is 716 Oak Street, Winnetka, IL 60093. Mr. Warsh disclaims beneficial ownership in such Securities, except for his pecuniary interest therein.