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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):
April 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of May 1, 2026
(the “Effective Date”), PodcastOne, Inc. (the “Company”) appointed Craig Christensen as the Company’s Interim
Chief Financial Officer, Interim Treasurer and Interim Secretary, to succeed Ryan Carhart, the former Chief Financial Officer, Treasurer
and Secretary of the Company, who notified the Company on April 28, 2026 that he is leaving the Company to pursue another professional
opportunity effective as of the Effective Date. Mr. Christensen will also assume the role of Principal Accounting Officer of the Company.
Mr. Christensen was also appointed to the same positions with LiveOne, Inc. (“LiveOne”), the Company’s parent.
Mr. Carhart’s departure
was not as a result of any dispute with the Company.
Mr.
Christensen, age 48, is a seasoned finance executive with over 25 years of progressive leadership experience in scaling public and private
companies across technology, professional services, manufacturing and health sciences industries. Mr. Christensen has extensive expertise
in financial reporting, U.S. GAAP, financial planning and analysis, capital market transactions, treasury, audit and internal control
oversight. Throughout his career, Mr. Christensen has demonstrated a strong track record of building and leading high-performing finance
organizations, and partnering with executive leadership to drive growth strategy, capital planning, operational scalability and enterprise
value creation. Prior to his appointment as the Company’s Interim Chief Financial Officer, Interim Treasurer and Interim Secretary,
since May 2025, Mr. Christensen served as the Chief Financial Officer of 180 Health Services, a privately held regenerative wound care
and biologics company. From November 2022 to May 2025, Mr. Christensen served as the Senior Vice President, Corporate Controller of a
NYSE-listed environmental services company, Montrose Environmental Group, where he led a global finance organization, supported multiple
acquisitions and integrations and played a key role in a successful public equity offering. From December 2018 to November 2022, Mr. Christensen
served as Vice President, Finance of Econolite Group, an intelligent mobility solutions provider, where he led digital transformation
initiatives and supported the sale of the company to private equity. Mr. Christensen’s earlier experience included roles as Vice
President, Controller, Interim Chief Financial Officer, and other finance leadership roles with a Nasdaq-listed transportation technology
company, Iteis Inc., and a Nasdaq-listed aerospace and defense management consulting company, SM&A. Mr. Christensen previously worked
at Ernst & Young, LLP, a global public accounting firm, with a specialization in financial audits of public and privately held companies.
Mr. Christensen holds a Bachelor of Arts degree in Business Economics with an emphasis in Accounting from the University of California,
Santa Barbara, and is a licensed Certified Public Accountant in the State of California.
In
connection with his appointment, LiveXLive, Corp. (“LiveXLive”), LiveOne’s wholly owned subsidiary, entered into a consulting
agreement with Mr. Christensen, the terms of which are summarized below. There is no arrangement or understanding between Mr. Christensen
and any other persons pursuant to which Mr. Christensen was appointed to his positions. There are no family relationships between Mr.
Christensen and any of the Company’s officers or directors. Other than as described below, there are no other transactions to which
the Company or any of its subsidiaries is a party in which Mr. Christensen has a material interest subject to disclosure under Item 404(a)
of Regulation S-K.
In
connection with Mr. Christensen’s appointment as the Company’s and LiveOne’s Interim Chief Financial Officer, Interim
Treasurer and Interim Secretary, on April 27, 2026, LiveXLive entered into a Consulting Agreement (the “Agreement”) with Mr.
Christensen. The term of the Agreement is on a month-to-month basis (the “Term”) at a weekly fee of $6,250. Mr. Christensen
is also eligible to earn the following equity bonuses (the “Shares”): (i) 10,000 shares of LiveOne’s common stock if
during the Term the Company and LiveOne file their respective Annual Reports on Form 10-K for the fiscal year ended March 31, 2026, and
(ii) 5,000 shares of LiveOne’s common stock if during the Term the Company and LiveOne file their respective Quarterly Reports on
Form 10-Q for the fiscal quarter ended June 30, 2026 (collectively, the “Reports”). Unless the Agreement is terminated by
LiveXLive with “Cause”, Mr. Christensen shall be entitled to receive the Shares if the Reports are filed during the Term.
The parties agreed that, within approximately 90 days after the Effective Date, LiveOne and Mr. Christensen will engage in good faith
discussions regarding the potential transition of Mr. Christensen to a full-time Chief Financial Officer position with the Company, LiveOne
and their other respective subsidiaries. Any such transition, if agreed upon by the parties, shall be memorialized in a separate written
agreement setting forth the terms of Mr. Christensen’s employment, including cash compensation, benefits and equity compensation,
all of which shall be subject to negotiation and mutual agreement of the parties at such time.
The
Agreement contains covenants for the benefit of LiveXLive relating to protection of LiveOne’s and its subsidiaries’ confidential
information and certain customary representations and warranties and standard mutual and other LiveXLive indemnification obligations.
Item 7.01 Regulation FD Disclosure.
On April 28, 2026, the Company
issued a press release announcing that it named Mr. Christensen as the Company’s Interim Chief Financial Officer. A copy of the
Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The information in this Item
7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other
purpose, including 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. The information in this Item 7.01 of this Current Report shall not be deemed
incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language
in such filing unless specifically provided otherwise.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1** |
|
Press release, dated April 28, 2026. |
| 104** |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Filed herewith. |
| ** |
Furnished herewith. |
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: May 1, 2026 |
By: |
/s/ Robert S. Ellin |
| |
Name: |
Robert S. Ellin |
| |
Title: |
Executive Chairman |
3
Exhibit 99.1
LiveOne (Nasdaq: LVO) and PodcastOne (Nasdaq: PODC) Appoint 25-Year
Finance Executive Craig Christensen as Interim CFO of Each Company to Drive Financial Excellence, Execute M&A Strategy and Scale B2B
and AI Growth
| ● | Christensen
is a seasoned CFO and finance executive with 25 years of experience leading financial strategy
and operational excellence. |
| ● | Has held senior roles at global organizations, where he built and led
high-performance finance teams, supported 20 M&A transactions, including buy-side deals and exits, supported a $122M public equity
offering, and the execution of corporate strategy. |
LOS ANGELES, April 28, 2026 -- LiveOne (Nasdaq: LVO),
a leading music, entertainment, and technology platform, and PodcastOne (Nasdaq: PODC),
a leading publisher and podcast sales network, today jointly announced the appointment of Craig Christensen, CPA, as Interim Chief Financial
Officer of each company.
“Craig is a proven operator with deep capital markets and M&A
experience,” said Robert Ellin, Chairman and CEO of LiveOne and Executive Chairman of PodcastOne. “As we scale each company’s
acquisition pipeline and expand their B2B and AI initiatives, his leadership will be critical to executing our next phase of growth.”
About LiveOne
Headquartered in Los
Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused on
delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne's subsidiaries include
Slacker, PodcastOne (Nasdaq: PODC), PPVOne, Custom Personalization Solutions, LiveXLive and DayOne Music Publishing. LiveOne, a
dedicated over-the-top application powered by Slacker, is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android
TV, and through STIRR's OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok,
YouTube and X at @liveone. For more investor information, please visit ir.liveone.com.
About
PodcastOne
PodcastOne (Nasdaq: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive
360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads
with a community of 200 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, Gals on the Go, A&E's
Cold Case Files, and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion monthly impressions across all channels,
including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which
offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and
follow us on Facebook, Instagram, YouTube, and X at @podcastone.
LiveOne Forward-Looking Statements
All
statements other than statements of historical facts contained in this press release are “forward-looking statements,” which
may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will
likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “could,” “believe,” “seek,”
“continue,” “contemplate,” “predict,” “potential,” “target” or the negative
of such terms or other similar expressions. 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, including:
LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s ability to consummate
any proposed financing, acquisition, spin-out, special dividend, merger, distribution or 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, spin-out, merger, special dividend,
distribution or transaction will not occur or whether any such event will enhance stockholder value; LiveOne’s ability to continue
as a going concern; LiveOne’s ability to attract, maintain and increase the number of its users and paid members; LiveOne identifying,
acquiring, securing and developing content; LiveOne’s ability to implement its announced digital asset treasury strategy and/or
purchase digital assets from time to time pursuant to such strategy, including for the maximum announced amount, and other risks related
to such strategy; 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 debt covenants; LiveOne 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; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s ability to pay any amounts due in
connection with any such legal proceedings; significant legal, commercial, regulatory and technical uncertainty and risks related to
Bitcoin, Ethereum and other digital assets; regulatory developments related to digital assets and digital asset markets; changes in economic
conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries; and other risks, uncertainties
and factors including, but not limited to, those described in LiveOne’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, Quarterly Report on Form 10-Q
for the quarter ended December 31, 2025, filed with the SEC on February 13, 2025, and in LiveOne’s other filings and submissions
with the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these
statements, except as may be required by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions
of the Private Securities Litigation Reform Act of 1995.
PodcastOne Forward-Looking Statements
All
statements other than statements of historical facts contained in this press release are “forward-looking statements,” which
may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will
likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,”
“target” or the negative of such terms or other similar expressions. 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, including: 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 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 digital assets treasury
strategy and/or purchase digital assets from time to time pursuant to such strategy, including for up to the maximum announced amount,
and other risks related to such strategy; 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 2, 2025, PodcastOne’s Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2025, filed with the SEC on February 13, 2026, and in PodcastOne’s
other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims
any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be
subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
LiveOne
Press Contact:
press@liveone.com
Follow LiveOne on social media: Facebook, Instagram, TikTok, YouTube,
and X at @liveone.
PodcastOne Press Contact:
Paul Manley
pmanley@podcastone.com
Follow PodcastOne on social media: Facebook, Instagram, YouTube,
and X at
@podcastone.
