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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): November 5, 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 |
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
November 5, 2026, PodcastOne, Inc. (the “Company”) issued a press release announcing certain preliminary financial results
and other updates for its fiscal quarter and six months ended September 30, 2026. 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, 2026. Such press release contains certain
estimated preliminary unaudited financial results and guidance for the fiscal quarter ended September 30, 2026, 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, 2026 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, its Quarterly
Reports on Form 10-Q and other reports filed with the U.S. Securities and Exchange Commission 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 November 5, 2026. |
| 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 5, 2026 |
By: |
/s/ Robert
Ellin |
| |
Name: |
Robert Ellin |
| |
Title: |
Executive Chairman |
Exhibit 99.1
PodcastOne (NASDAQ:PODC)
Issues Final Guidance: Record $31.5M First-Half Revenue and $3M
Adjusted EBITDA up 76%
| ● | Q2 revenue of $15.2M and Adjusted EBITDA* of $1.4M |
| ● | Board forms special committee and intends to retain a financial advisor
following inbound strategic interest |
| ● | 200+ podcasts, over 1 billion impressions and a record No. 6 Podtrac
ranking |
| ● | 750,000 hours of audio and video content primed for monetization through
AI licensing, including LLMs, agentic AI, generative AI, and frontier models |
| ● | Global podcasting market projected to reach $58.31B in 2026 |
LOS ANGELES, CA, November 5, 2026 - PodcastOne
(NASDAQ:PODC), a leading podcast publisher and sales network, today issued its final guidance for the second quarter and six months ended
September 30, 2026. PodcastOne expects to report record first-half revenue of $31.5 million and Adjusted EBITDA* of $3.0 million, up 76%
year over year. Second-quarter revenue is expected to be $15.2 million, with Adjusted EBITDA* of $1.4 million.
“We expect to deliver the highest first-half
revenue in PodcastOne’s history,” said Robert Ellin, Executive Chairman of PodcastOne. “We’ve built a top-six
podcast network that generates more than one billion monthly impressions. The strategic interest we’ve received reflects the scale
of the business we’ve built. Our Board is focused on maximizing value for all shareholders.”
Strategic Update
As announced on October 28, PodcastOne received
inbound interest from multiple strategic parties regarding a potential acquisition of the Company. The Board formed a special committee
of independent directors to oversee the process and intends to retain a financial advisor to assist in evaluating the inbound interest
and other strategic alternatives. There can be no assurance that the process will result in a transaction.
Audience and Market Growth
PodcastOne reached a record No. 6 among U.S.
podcast publishers and networks measured by Podtrac in June 2026, with approximately 6 million unique listeners and more than 18 million
downloads and streams that month. A 2022 report distributed by Research and Markets projected that the global podcasting market would
reach $58.31 billion in 2026.
About PodcastOne, Inc.
PodcastOne (NASDAQ:PODC) is a leading podcast
publisher and sales network that provides creators and advertisers with production, distribution, marketing and advertising sales services.
PodcastOne’s network reaches more than one billion monthly impressions across platforms including YouTube, Spotify, Apple Podcasts
and iHeartRadio. For more information, visit PodcastOne.com.
About Non-GAAP Financial Measures
*PodcastOne uses Adjusted EBITDA, a supplemental
non-GAAP financial measure, to evaluate operating performance and help investors assess changes in the underlying business. Adjusted EBITDA
should be considered alongside GAAP net income or loss and other GAAP measures. Similarly titled measures may differ across companies.
PodcastOne defines Adjusted EBITDA as earnings
before interest, other income or expense, income taxes, depreciation and amortization. The measure also excludes certain noncash purchase
accounting adjustments, acquisition-related professional fees, severance and other costs tied to acquisitions or corporate realignment,
certain nonrecurring legal settlement expenses or reserves, a one-time live events distribution termination payment, and certain stock-based
compensation.
A quantitative reconciliation of projected
Adjusted EBITDA to GAAP net income or loss for the second quarter and first half of fiscal 2027 is unavailable without unreasonable effort
because PodcastOne cannot reliably estimate certain purchase accounting adjustments, acquisition-related charges and legal settlement
reserves. These items could materially affect GAAP net income or loss for those periods.
Forward-Looking Statements
Statements in this release about expected
revenue and Adjusted EBITDA, the strategic review, the intended retention of a financial advisor, potential AI licensing and projected
market growth are forward-looking statements. Words such as “expect,” “intend,” “plan,” “may”
and “project” can help identify these statements.
Actual results may differ materially from
these expectations due to risks and uncertainties, including adjustments from completing the financial close, the timing and outcome of
the strategic review, the ability to complete a proposed acquisition or other transaction, the ability to secure and monetize content,
changes in advertising demand and competition, and the risks described in PodcastOne’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2026, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and its other filings with the U.S.
Securities and Exchange Commission.
PodcastOne intends these statements to qualify
for the safe harbor under the Private Securities Litigation Reform Act of 1995. They speak as of the date of this release. PodcastOne
undertakes no obligation to update them except as required by law.
PodcastOne Press Contact
Paul Manley
pmanley@podcastone.com
