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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):
September 8, 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 5.07 Submission of Matters to a Vote of
Security Holders.
On September 8, 2025, PodcastOne,
Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of
the proposals and corresponding vote.
1. All seven nominees were
elected to the Company’s Board of Directors with each director receiving votes as follows:
| Election of Directors | |
For | | |
Withheld | | |
Broker
Non-Vote | |
| Robert S. Ellin | |
| 21,277,807 | | |
| 75,186 | | |
| 2,244,801 | |
| James Berk | |
| 20,966,905 | | |
| 386,088 | | |
| 2,244,801 | |
| Jay Krigsman | |
| 20,997,340 | | |
| 355,653 | | |
| 2,244,801 | |
| Ramin Arani | |
| 20,966,563 | | |
| 386,430 | | |
| 2,244,801 | |
| Patrick Wachsberger | |
| 21,332,668 | | |
| 20,305 | | |
| 2,244,801 | |
| Carolyn Blackwood | |
| 21,332,712 | | |
| 20,281 | | |
| 2,244,801 | |
| Jon Merriman | |
| 21,332,689 | | |
| 20,304 | | |
| 2,244,801 | |
2. The ratification of the
appointment of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal
year ending March 31, 2026. The votes on this proposal were as follows:
| For | | |
Against | | |
Abstained | | |
Broker Non-Vote | |
| | 23,582,862 | | |
| 13,905 | | |
| 1,028 | | |
| ‒ | |
| | | | |
| | | |
| | | |
| | |
3. The approval, to adjourn
the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient
votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. The votes on this
proposal were as follows:
| For | | |
Against | | |
Abstained | | |
Broker Non-Vote | |
| | 23,129,309 | | |
| 467,451 | | |
| 1,033 | | |
| ‒ | |
| | | | |
| | | |
| | | |
| | |
No other matters were considered
or voted upon at the Annual Meeting.
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: September 9, 2025 |
By: |
/s/ Ryan Carhart |
| |
Name: |
Ryan Carhart |
| |
Title: |
Chief Financial Officer |
