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2026-10-29
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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 29, 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 |
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
1.01. Entry into a Material Definitive Agreement.
On
October 29, 2026 (the “Effective Date”), PodcastOne, Inc. (the “Company”), LiveOne, Inc., the Company’s
majority parent (“LiveOne”), and certain of the Company’s and LiveOne’s subsidiaries party to the Subsidiary
Guarantee (as defined below) entered into a Forbearance Agreement and Amendment to Debentures (the “Agreement”) with JGB
Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd., JGB Orpington, LLC and Chicago Atlantic Adams, LLC (collectively, the “Lend
Holders ers”), the holders of LiveOne’s 11.75% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”)
issued to the Holders on May 19, 2025, and JGB Collateral, LLC as agent for the Holders (the “Agent” and, together with the
Holders, the “Lender Parties”). As previously reported, the Company, LiveOne and the Holders entered into the Securities
Purchase Agreement, dated as of May 19, 2025 (as amended, the “Purchase Agreement”), pursuant to which LiveOne issued the
Debentures to the Holders. The obligations of LiveOne under the Debentures and the other Transaction Documents (as defined in the Purchase
Agreement) are guaranteed by the Company and the other Guarantors (as defined in the Agreement) pursuant to the Subsidiary Guarantee,
dated as of May 19, 2025 (the “Subsidiary Guarantee”), and secured by the Collateral pursuant to the Security Agreement,
dated as of May 19, 2025 (the “Security Agreement”), entered into among the Company, LiveOne and the other Guarantors, the
Holders and the Agent, and certain other security documents entered into in connection with the Security Agreement.
Pursuant to the Agreement, the parties, among other things, agreed that: (i) during the Forbearance Period (as defined below) the Lender
Parties shall forbear from exercising their rights and remedies under the Transaction Documents (as defined in the Purchase Agreement)
and applicable law solely in respect of any Event of Default (as defined in the Debentures) that may have occurred and/or continued under
Section 7(a)(iii) of each Debenture prior to the Effective Date; (ii) the Agent shall retain approximately $5,246,000 (the “Transferred
Funds”) that was transferred from the Loan Parties to the Agent prior to the Effective Date as repayment of the outstanding principal
and other amounts due under the Debentures and the other Obligations (as defined in the Security Agreement (as defined below)); (iii)
on or before the date that is 30 days after the Effective Date, LiveOne shall pay to the Agent, for the account of the Holders, $1,000,000
in immediately available funds (the “Initial Payment”), which shall be applied towards the repayment of the outstanding principal
and other amounts due under the Debentures and the other Obligations; (iv) on or before the date that is 60 days after the Effective Date,
LiveOne shall pay to the Agent, for the account of the Holders, $1,250,000 in immediately available funds (the “Additional Payment”),
which shall be applied towards the repayment of the outstanding principal amount and other amounts due under the Debentures and the other
Obligations; (v) the Holder Redemption Right (as defined in the Debentures) for the calendar month of October 2026 is waived, and the
portion of the Monthly Allowance as defined in the Debentures) for October 2026 that has not been redeemed shall remain outstanding as
principal and be payable on the maturity date of the Debentures (the “Maturity Date”) (or earlier in accordance with the Debentures),
(vi) the Holder Redemption Amount (as defined in the Debentures) for the calendar month of November 2026 (equal to the Monthly Allowance
for such month) shall be deferred and shall be due and payable on December 15, 2026; (vii) commencing with December 2026, the Holder Redemption
Right shall resume in accordance with Section 4(a) of each Debenture, with the Holder Redemption Amount for each calendar month due and
payable no later than the last trading day of such month; and (viii) effective upon the Agent’s receipt of the Initial Payment and/or
Additional Payment, plus the Transferred Funds, in an aggregate amount not less than $7,500,000, LiveOne shall no longer be required to
maintain any minimum cash balance as currently required in the Debentures. “Forbearance Period” means the period beginning
on the Effective Date and ending on the earliest of (i) the date on which a Forbearance Termination Event (as defined in the Agreement)
occurs and (ii) payment in full of the Obligations.
As
a fee for the Lender Parties’ agreements contained in the Agreement, the Company issued to the Holders an aggregate of 275,000
shares of the Company’s common stock in a private placement (the “Shares”). In addition, LiveOne and the Holders agreed
to modify the Debentures such that upon the earlier of the Maturity Date or the consummation of any Company Sale (as defined below),
LiveOne shall pay to the Holders a one-time fee in cash (the “Exit Fee”) equal to the greater of (x) $1,000,000 and (y) 1.5%
of the amount, if any, by which the Company Sale Proceeds (as defined in the Agreement) exceed $50,000,000. “Company Sale”
means (a) any sale, transfer or other disposition, directly or indirectly, of all or any portion of the equity interests of the Company
held by LiveOne or any subsidiary of LiveOne in connection with a Change of Control Transaction (as defined in the Debentures) of the
Company, (b) any merger, consolidation or other transaction resulting in a Change of Control Transaction or Specified Carve-Out (as defined
in the Debentures) with respect to the Company, or (c) any disposition of all or a material portion of the assets of the Company. If
no Company Sale has been consummated by the Maturity Date, then LiveOne shall be required to pay an aggregate of $1,000,000 to the Holders.
LiveOne
also agreed to cause the Company to file a registration statement (the “Registration Statement”) to register the resale of
the Shares within 30 days of the Effective Date and to obtain effectiveness of the Registration Statement within 60 days following the
Effective Date (in the event that the Registration Statement is subject to a review by the SEC). If the Registration Statement is not
filed with the SEC on or prior to the filing deadline or the Registration Statement is not declared effective by the SEC on or before
the effectiveness deadline (other than as a result of the SEC not operating in the ordinary course of business for any reason), LiveOne
will make a one-time payment to the Holders, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of the aggregate
then outstanding principal amount of the Debentures for each 30-day period (or pro rated portion thereof) that such Registration Statement
is not so filed or declared effective, as applicable, subject to a maximum of 4%. Such payments shall be made to the Holders in cash
no later than 15 business days after the filing deadline, the effectiveness deadline or 30-day anniversary thereof, as applicable.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the of the Agreement which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is incorporated by reference in this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above is incorporated by reference in this Item 3.02 in its entirety. The Company issued the Shares
to the Holders in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder. The Company relied on this exemption from registration for private
placements based in part on the representations made by the Holders, including representations with respect to each Hoder’s status
as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each Holder’s investment intent.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 4.1 |
|
Form of 11.75% Original Issue Discount Senior Secured Convertible Debentures (Incorporated by reference to Exhibit 4.1 to LiveOne, Inc.’s
Current Report on Form 8-K, filed with the SEC on May 23, 2025). |
| 10.1 |
|
Securities Purchase Agreement, dated as of August 5, 2025, between the Company, LiveOne, Inc. and the Purchasers (as defined therein) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025). |
| 10.2 |
|
Subsidiary Guarantee, dated as of August 5, 2025, made by each of the Guarantors (as defined therein), in favor of the Secured Parties (as defined therein) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025). |
| 10.3 |
|
Security
Agreement, dated as of August 5, 2025, among the Company, LiveOne, Inc., the Guarantors (as defined therein), certain Purchasers (as
defined therein) and JGB Collateral, LLC as agent for the Purchasers (as defined therein) (Incorporated by reference to Exhibit 10.6
to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2025). |
| 10.4* |
|
Forbearance Agreement and Amendment to Debentures, dated as of October 29, 2026, among LiveOne, Inc., the Guarantors (as defined therein), JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd., JGB Orpington, LLC and Chicago Atlantic Adams, LLC, and JGB Collateral, LLC as agent for such holders. |
| 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:
November 4, 2026 |
By:
|
/s/
Robert Ellin |
| |
Name:
|
Robert
Ellin |
| |
Title: |
Executive
Chairman |
