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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) |
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 |
