PodcastOne (PODC) releases preliminary unaudited Q3 2025 results details

Rhea-AI Filing Summary

PodcastOne, Inc. furnished an update that it has issued a press release with estimated preliminary, unaudited financial results for its fiscal quarter ended September 30, 2025. The company explains that these figures are based on information available as of October 1, 2025 and may change as normal closing procedures are completed.

Management emphasizes that the preliminary results in the press release are not a substitute for full financial statements prepared in accordance with GAAP and that investors should not place undue reliance on them. The company also notes that its independent auditor, Macias Gini & O’Connell LLP, has not audited, reviewed or compiled these preliminary figures. The press release is furnished as Exhibit 99.1 and, along with this information, is not deemed filed for liability purposes under the Exchange Act.

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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): October 1, 2025

PODCASTONE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41795		35-2503373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 North Maple Drive, Suite 295

Beverly Hills, CA 90210

(Address of principal executive offices) (Zip Code)

(310) 858-0888

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		PODC		The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 1, 2025, PodcastOne, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for its fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1.

The Company is in the process of finalizing its results for its fiscal quarter ended September 30, 2025. Such press release contains certain estimated preliminary unaudited financial results for the fiscal quarter ended September 30, 2025, which are based only on currently available information as of the date hereof. These results are preliminary and subject to change. The Company’s financial closing procedures for the fiscal quarter ended September 30, 2025 are not yet complete and, as a result, its final results upon completion of its closing procedures may vary from the estimated select preliminary unaudited results set forth in such press release. In addition, certain statements set forth in such press release are forward-looking statements. See “Risk Factors,” “Forward-Looking Statements” and the Company’s financial statements and related notes included in its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for additional information regarding factors that could result in differences between the preliminary estimated financial results that are presented in such press release and the actual financial results the Company will report. These estimates should not be viewed as a substitute for the Company’s full financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). Accordingly, you should not place undue reliance on these preliminary unaudited results.

All of the estimated preliminary unaudited financial information set forth in such press release has been prepared by and is the responsibility of the Company’s management and has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm, Macias Gini & O’Connell LLP (“MGO”). Accordingly, MGO does not express an opinion or any other form of assurance with respect thereto.

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.

The information described under Item 2.02 above is incorporated by reference in this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1*		Press release, dated October 1, 2025.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

1

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: October 1, 2025	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

2

FAQ

What did PodcastOne (PODC) disclose in this 8-K filing?

PodcastOne disclosed that it issued a press release containing estimated preliminary, unaudited financial results for its fiscal quarter ended September 30, 2025, and furnished that press release as Exhibit 99.1.

Are PodcastOne’s preliminary quarterly results for September 30, 2025 final?

No. The company states that its financial closing procedures for the quarter ended September 30, 2025 are not complete and that final results may differ from the preliminary estimates in the press release.

Has PodcastOne’s auditor reviewed the preliminary results in the press release?

No. PodcastOne states that its preliminary unaudited financial information was prepared by management and has not been audited, reviewed or compiled by its independent registered public accounting firm, Macias Gini & O’Connell LLP.

How does PodcastOne classify the information in the preliminary results press release?

The company states that the information in the 8-K and Exhibit 99.1 is being furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced.

Does PodcastOne include any forward-looking statements in connection with these preliminary results?

Yes. The company notes that the press release contains forward-looking statements and refers investors to the risk factor and forward-looking statement discussions in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Which exhibit contains PodcastOne’s preliminary financial results for the September 30, 2025 quarter?

Exhibit 99.1 to the 8-K is the press release dated October 1, 2025 that contains the estimated preliminary unaudited financial results for the quarter ended September 30, 2025.