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2025-08-21
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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 21, 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 |
Securities registered pursuant to Section
12(g) of the Act: None
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 7.01 Regulation FD Disclosure.
PodcastOne, Inc. (the “Company”
or “PodcastOne”) intends, from time to time, to present and/or distribute to the investment community and utilize at various
industry and other conferences, the Company’s Corporate Presentation (the “Corporate Presentation”), which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the 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 Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by reference in such a filing.
The Company cautions you
that the Corporate Presentation contains “forward-looking statements.” Statements in the Corporate Presentation that are not
purely historical are forward-looking statements. 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. These risks,
uncertainties and factors include, but are not limited to: 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 recently announced crypto treasury strategy and/or purchase crypto assets from time to time pursuant to such strategy, including
for up to the maximum announced amount; 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 15, 2025, PodcastOne’s Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 14, 2025, and in PodcastOne’s other filings and
submissions with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligations
to update these statements, except as may be required by law. The Company intends that all forward-looking statements be subject to the
safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 99.1* |
|
Corporate Presentation. |
| 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: August 21, 2025 |
By: |
/s/ Ryan Carhart |
| |
Name: |
Ryan Carhart |
| |
Title: |
Chief Financial Officer |
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