[8-K] PodcastOne, Inc. Reports Material Event

Rhea-AI Filing Summary

PodcastOne, Inc. (PODC) furnished press releases announcing operating and financial highlights and results for the first quarter ended June 30, 2025. The registrant states it issued a press release dated August 13, 2025 reporting those results and operating highlights and separately issued a press release dated August 11, 2025 announcing a conference call and audio webcast to discuss the quarter on August 13, 2025.

The filing lists Exhibits 99.1 and 99.2 as the furnished press releases and notes that the information is furnished, not filed, and therefore is not incorporated by reference in other filings. No financial metrics, revenue or profit figures are included in this 8-K itself.

Insights

Financial Analyst

TL;DR: Routine disclosure—press releases and a webcast scheduled to present Q1 results; no financial details are included in the 8-K.

The filing indicates that PodcastOne furnished two press releases: one announcing operating and financial highlights for the quarter ended June 30, 2025, and one announcing a conference call and audio webcast. Because the 8-K does not include the underlying financial metrics or operating figures, the filing itself provides limited actionable information for investors. The exhibits are furnished rather than filed, which limits their incorporation into other SEC filings.

Corporate Governance Expert

TL;DR: Disclosure practices observed; furnishing press releases and scheduling a webcast is standard corporate communication.

From a governance and disclosure standpoint, PodcastOne followed routine practice by furnishing press releases and announcing a webcast to discuss quarterly results. The 8-K explicitly states the press releases are furnished and not filed, preserving the company's liability exposure as described. The filing documents the communication plan but does not present governance changes, material transactions, or quantitative results.

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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): August 13, 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 August 13, 2025, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the first quarter ended June 30, 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 August 11, 2025, 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 first quarter ended June 30, 2025 on August 13, 2025. 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 August 13, 2025.
99.2*		Press release, dated August 11, 2025.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

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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: August 13, 2025	By:	/s/ Ryan Carhart
	Name:	Ryan Carhart
	Title:	Chief Financial Officer

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FAQ

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

The company furnished two press releases: one dated August 13, 2025 with operating and financial highlights for the quarter ended June 30, 2025, and one dated August 11, 2025 announcing a conference call and audio webcast.

Does the 8-K include detailed financial results for Q1 2025?

No. The 8-K states press releases were furnished announcing results, but the filing itself does not include

When is the conference call and webcast mentioned by PODC?

The press release announced on August 11, 2025 that a conference call and audio webcast to discuss results would be held on August 13, 2025.

Are the press releases considered "filed" with the SEC?

No. The filing states the press releases and related information are furnished, not filed, and are not incorporated by reference in other securities filings.

What exhibits are attached to the 8-K?

Exhibit 99.1 is the press release dated August 13, 2025, Exhibit 99.2 is the press release dated August 11, 2025, and Exhibit 104 is the Inline XBRL cover page file as furnished.