false
0001940177
0001940177
2026-06-24
2026-06-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 24, 2026
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 June 24, 2026, PodcastOne,
Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the fourth quarter
and fiscal year ended March 31, 2026. 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
June 17, 2026, the Company issued a press release announcing that it plans to hold an investor audio webcast to provide a business update
and discuss its operating and financial results for the fourth quarter and fiscal year ended March 31, 2026 on June 24, 2026. A copy of
the press release is attached hereto as Exhibit 99.2.
The
information included in this Item 7.01 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 June 24, 2026. |
| 99.2* |
|
Press release, dated June 17, 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.
| |
PODCASTONE, INC. |
| |
|
| Dated: June 24, 2026 |
By: |
/s/ Craig Christensen |
| |
Name: |
Craig Christensen |
| |
Title: |
Interim Chief Financial Officer |
Exhibit 99.1
PodcastOne (Nasdaq: PODC) Reports Record Fiscal
2026 Revenue of $61.7M and $6.3M Adjusted EBITDA*,
Q4 Fiscal 2026 Revenue of $15.7M and $1.9M Adjusted EBITDA* up 109% YoY
| |
● |
Cash Balance increased 225% year-over-year to $3.5M |
| |
|
|
| |
● |
Fiscal 2027 Guidance: |
| |
○ |
Revenue $68-$75M |
| |
|
|
| |
○ |
Raises Adjusted EBITDA* guidance to $8-$10M |
LOS ANGELES, CA, June
24, 2026 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, today announced record
financial results for fourth quarter (“Q4 Fiscal 2026”) and fiscal year ended March 31, 2026 (“Fiscal 2026”).
PodcastOne will host a conference call and webcast today, June 24, 2026.
Financial Highlights
Record Q4 Fiscal 2026 Performance
| |
● |
Revenue increased 11% YoY to $15.7 million |
| |
|
|
| |
● |
Adjusted EBITDA* surged 109% YoY to $1.9 million |
Record Fiscal 2026 Performance
| |
● |
Revenue grew 18% YoY to $61.7 million |
| |
|
|
| |
● |
Adjusted EBITDA* increased 567% YoY to $6.3 million |
Operational Highlights
| |
● |
Eliminated all junior debt, strengthening the balance sheet |
| |
|
|
| |
● |
Continued to focus on cash flow generation, margin expansion, and AI-driven monetization |
| |
|
|
| |
● |
Expanded distribution footprint across major platforms, including Spotify, Apple Podcasts, YouTube, Amazon, ART19, Paramount, Pluto TV, AT&T, Samsung, LG, and Vizio |
| |
|
|
| |
● |
Driving growth through PodcastOne.AI, content licensing, advertising, strategic partnerships, and targeted potential M&A initiatives |
“Fiscal 2026 was a strong year for PodcastOne as we expanded
our content portfolio, strengthened creator relationships, increased our industry standing, and continued growing our advertising business.
We welcomed new creator partners, renewed many of our flagship shows, advanced to a top seven ranking among US podcast publishers, and
saw strong momentum across our network. With podcast consumption continuing to grow and exciting opportunities ahead, we believe PodcastOne
is well positioned for another year of exciting growth.”
Q4 Fiscal
2026 & Fiscal 2026 vs Q4 Fiscal 2025 & Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)
| | |
Three Months Ended | | |
Year Ended | |
| | |
March 31 | | |
March 31 | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue | |
$ | 15,665 | | |
$ | 14,097 | | |
$ | 61,671 | | |
$ | 52,119 | |
| Operating income (loss) | |
$ | (460 | ) | |
$ | (2,324 | ) | |
$ | (2,642 | ) | |
$ | (6,434 | ) |
| Total other income (expense) | |
$ | (1 | ) | |
$ | - | | |
$ | (2 | ) | |
$ | - | |
| Net income (loss) | |
$ | (461 | ) | |
$ | (2,336 | ) | |
$ | (2,644 | ) | |
$ | (6,458 | ) |
| Adjusted EBITDA* | |
$ | 1,853 | | |
$ | (1,152 | ) | |
$ | 6,305 | | |
$ | (501 | ) |
| Net income (loss) per share basic and diluted | |
$ | (0.02 | ) | |
$ | (0.09 | ) | |
$ | (0.10 | ) | |
$ | (0.26 | ) |
Fiscal 2027 Guidance
PodcastOne’s guidance for Fiscal 2027, is
for revenue to increase to $68-$75 million and drive expected Adjusted EBITDA* of $8-10 million.
Q4 Fiscal 2026 Earnings Conference Call and Webcast:
| Date: |
Wednesday, June 24, 2026 |
| Time: |
12:30 p.m. Eastern Time (9:30 a.m. Pacific Time) |
| Webcast Link: |
https://events.q4inc.com/attendee/795843010 |
| Dial-in: |
+1 (833) 461-5787 |
| International Dial-in: |
+44 (808) 196 8935 |
| Conference Code: |
795 843 010 |
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 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 December 31, 2025, filed with the SEC on February 13, 2026, 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 2027 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:
Paul Manley
pmanley@podcastone.com
Financial Information
The tables below present
financial results for the three and twelve months ended March 31, 2026 and 2025.
PodcastOne, Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
| | |
Three Months Ended | | |
Year Ended | |
| | |
March 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue: | |
$ | 15,665 | | |
$ | 14,097 | | |
$ | 61,671 | | |
$ | 52,119 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| 13,760 | | |
| 12,560 | | |
| 54,101 | | |
| 47,394 | |
| Sales and marketing | |
| 832 | | |
| 861 | | |
| 3,239 | | |
| 3,479 | |
| Product development | |
| 14 | | |
| 12 | | |
| 46 | | |
| 52 | |
| General and administrative | |
| 1,357 | | |
| 2,075 | | |
| 6,354 | | |
| 6,205 | |
| Impairment of intangible assets | |
| - | | |
| - | | |
| - | | |
| 334 | |
| Amortization of intangible assets | |
| 162 | | |
| 913 | | |
| 573 | | |
| 1,089 | |
| Total operating expenses | |
| 16,125 | | |
| 16,421 | | |
| 64,313 | | |
| 58,553 | |
| Loss from operations | |
| (460 | ) | |
| (2,324 | ) | |
| (2,642 | ) | |
| (6,434 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| (1 | ) | |
| - | | |
| (2 | ) | |
| - | |
| Total other expense, net | |
| (1 | ) | |
| - | | |
| (2 | ) | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss before provision for income taxes | |
| (461 | ) | |
| (2,324 | ) | |
| (2,644 | ) | |
| (6,434 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| - | | |
| 12 | | |
| - | | |
| 24 | |
| Net loss | |
$ | (461 | ) | |
$ | (2,336 | ) | |
$ | (2,644 | ) | |
$ | (6,458 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share – basic and diluted | |
$ | (0.02 | ) | |
$ | (0.09 | ) | |
$ | (0.10 | ) | |
$ | (0.26 | ) |
| Weighted average common shares – basic and diluted | |
| 27,120,674 | | |
| 25,110,498 | | |
| 26,648,322 | | |
| 24,381,613 | |
PodcastOne, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| | |
March 31, | | |
March 31, | |
| | |
2026 | | |
2025 | |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 3,509 | | |
$ | 1,079 | |
| Accounts receivable, net | |
| 7,331 | | |
| 6,246 | |
| Prepaid expense and other current assets | |
| 231 | | |
| 230 | |
| Total Current Assets | |
| 11,071 | | |
| 7,555 | |
| Property and equipment, net | |
| 38 | | |
| 59 | |
| Goodwill | |
| 12,041 | | |
| 12,041 | |
| Intangible assets, net | |
| 613 | | |
| 1,186 | |
| Related party receivable | |
| 5,434 | | |
| 354 | |
| Total Assets | |
$ | 29,197 | | |
$ | 21,195 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 6,937 | | |
$ | 5,539 | |
| Lease liabilities | |
| 70 | | |
| - | |
| Related party payable | |
| 1,210 | | |
| 514 | |
| Total Current Liabilities | |
| 8,217 | | |
| 6,053 | |
| Lease liabilities, non-current | |
| 97 | | |
| - | |
| Total Liabilities | |
| 8,314 | | |
| 6,053 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| - | | |
| - | |
| | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| Preferred stock, par value $0.00001, 10,000,000 shares authorized, no shares issued or outstanding as of March 31, 2026 and March 31, 2025, respectively | |
| - | | |
| - | |
| Common stock, $0.00001 par value; 100,000,000 shares authorized as of March 31, 2026 and March 31, 2025, respectively; 27,315,654 and 26,016,107 shares issued and outstanding as of March 31, 2026 and March 31, 2025, respectively | |
| - | | |
| - | |
| Additional paid in capital | |
| 59,596 | | |
| 51,211 | |
| Accumulated deficit | |
| (38,713 | ) | |
| (36,069 | ) |
| Total stockholders’ equity | |
| 20,883 | | |
| 15,142 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 29,197 | | |
$ | 21,195 | |
PodcastOne, Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Adjusted EBITDA* Reconciliation (Unaudited)
(In thousands)
| |
|
Net
Income (Loss)* |
|
|
Depreciation
and Amortization* |
|
|
Employee
Stock-Based
Compensation* |
|
|
Other
Stock-Based Compensation* |
|
|
Non-Recurring
Acquisition and Realignment
Costs (1)* |
|
|
Other
(Income)
Expense (2)* |
|
|
(Benefit)
Provision
for Taxes* |
|
|
Adjusted
EBITDA* |
|
| Three Months
Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
(461 |
) |
|
$ |
167 |
|
|
$ |
355 |
|
|
$ |
1,753 |
|
|
$ |
38 |
|
|
$ |
1 |
|
|
$ |
- |
|
|
$ |
1,853 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended March
31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
(2,336 |
) |
|
$ |
470 |
|
|
$ |
267 |
|
|
$ |
432 |
|
|
$ |
3 |
|
|
$ |
- |
|
|
$ |
12 |
|
|
$ |
(1,152 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
(2,644 |
) |
|
$ |
616 |
|
|
$ |
1,654 |
|
|
$ |
6,557 |
|
|
$ |
120 |
|
|
$ |
2 |
|
|
$ |
- |
|
|
$ |
6,305 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
(6,458 |
) |
|
$ |
1,671 |
|
|
$ |
2,671 |
|
|
$ |
1,544 |
|
|
$ |
47 |
|
|
$ |
- |
|
|
$ |
24 |
|
|
$ |
(501 |
) |
| (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 | | |
Year Ended | |
| | |
March 31 | | |
March 31 | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue: | |
$ | 15,665 | | |
$ | 14,097 | | |
$ | 61,671 | | |
$ | 52,119 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales | |
| (13,760 | ) | |
| (12,560 | ) | |
| (54,101 | ) | |
| (47,394 | ) |
| Amortization of developed technology | |
| - | | |
| (49 | ) | |
| (31 | ) | |
| (227 | ) |
| Gross Profit | |
| 1,905 | | |
| 1,488 | | |
| 7,539 | | |
| 4,498 | |
| | |
| | | |
| | | |
| | | |
| | |
| Add backs: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 1,290 | | |
| 24 | | |
| 4,722 | | |
| 93 | |
| Depreciation | |
| 3 | | |
| 32 | | |
| 32 | | |
| 145 | |
| Amortization of developed technology: | |
| - | | |
| 49 | | |
| 31 | | |
| 227 | |
| Contribution Margin* | |
$ | 3,198 | | |
$ | 1,593 | | |
$ | 12,324 | | |
$ | 4,963 | |
| * | See the definition of Contribution Margin under “About
Non-GAAP Financial Measures” within this release. |
Exhibit 99.2
PodcastOne (Nasdaq:
PODC) to Announce Its Fiscal Year 2026 Financial Results
To Host Investor
Webcast on Wednesday, June 24, 2026, at 12:30 pm Eastern Time (9:30 am Pacific Time)
LOS ANGELES, June 17,
2026 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sale network plans to announce its operating and financial results
for the fiscal year ended March 31, 2026 (“Fiscal Year 2026”) and host an investor webcast to discuss the results and provide
a business update on Wednesday, June 24, 2026 at 12:30 pm Eastern Time (9:30 am Pacific Time).
To access the call, please use the following
information:
| Date: |
Wednesday, June 24, 2026 |
| |
|
| Time: |
12:30 pm ET (9:30 am PT) |
| |
|
| Webcast Link: |
https://events.q4inc.com/attendee/795843010 |
| |
|
| Dial-in: |
(833) 461-5787 (US Toll Free) |
| |
|
| International Dial-in: |
+44 808 196 8935 (UK Toll Free) |
| |
|
| Conference ID Code: |
795 843 010 |
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 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 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 December 31, 2025, filed with the SEC on February 13, 2026, 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.
PodcastOne Press
Contact:
press@podcastone.com
