PodcastOne holder LiveOne now owns 68.8% stake

LiveOne continues to control about 68.8% of PodcastOne after acquiring 374,109 additional shares through settlement of intercompany balances.

Rhea-AI Filing Summary

PodcastOne, Inc. (PODC) has an updated Schedule 13D/A showing that LiveOne, Inc. remains the controlling stockholder after acquiring additional shares. LiveOne now directly beneficially owns 20,804,235 shares of PodcastOne common stock, representing 68.8% of the 30,252,696 shares outstanding as of August 12, 2026.

The amendment reports LiveOne’s acquisition of 374,109 shares on September 18, 2026 through settlement of intercompany balances owed by PodcastOne. The filing recaps that PodcastOne was originally acquired as a wholly owned subsidiary in 2020, later spun out via a September 8, 2023 direct listing, and notes prior Bridge Notes and warrant financings. It also details LiveOne’s $16.75 million original issue discount senior secured convertible debentures (with up to $11 million of additional debentures) that are secured by, among other assets, PodcastOne’s assets. LiveOne states it acquired the PodcastOne shares for investment purposes but may in the future buy or sell shares or pursue strategic or capital-raising transactions involving PodcastOne.

Key Figures

Shares beneficially owned: 20,804,235 shares Ownership percentage: 68.8% Shares outstanding: 30,252,696 shares +5 more

8 metrics

Shares beneficially owned 20,804,235 shares PodcastOne common stock directly beneficially owned by LiveOne as of the filing

Ownership percentage 68.8% Portion of PodcastOne’s 30,252,696 outstanding common shares owned by LiveOne as of August 12, 2026

Shares outstanding 30,252,696 shares PodcastOne common stock issued and outstanding as of August 12, 2026 per Form 10-Q

Recent shares acquired 374,109 shares PodcastOne shares acquired by LiveOne on September 18, 2026 via intercompany balance settlement

Bridge Notes gross proceeds $8,835,800 Private placement of unsecured convertible notes by PodcastOne on July 15, 2022

Debentures principal amount $16.75 million Aggregate principal of LiveOne’s Initial Original Issue Discount Senior Secured Convertible Debentures

Debenture conversion price $21.00 per share Conversion price for LiveOne’s senior secured convertible debentures, subject to adjustments

Debenture interest rate 11.75% per year Annual interest rate on LiveOne’s Initial Debentures maturing May 19, 2028

Key Terms

Direct Listing, Original Issue Discount Senior Secured Convertible Debentures, Bridge Notes, Bridge Warrants, +2 more

6 terms

Direct Listing market

"the Issuer completed its spin out from the Reporting Person to become a separate publicly trading company (the "Spin-Out") as a result of its direct listing"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

Original Issue Discount Senior Secured Convertible Debentures financial

"the Reporting Person sold to the Purchasers its Original Issue Discount Senior Secured Convertible Debentures"

Bridge Notes financial

"completed a private placement offering of the Bridge Notes for gross proceeds"

Bridge Warrants financial

"the holders of the Bridge Notes, including the Reporting Person, received warrants to purchase shares of common stock at an exercise price of $3.00 per share (the "Bridge Warrants")"

Spin-Out market

"completed its spin out from the Reporting Person to become a separate publicly trading company (the "Spin-Out")"

A spin-out is when a company separates part of its operations, assets, or a business unit into a new, independent company and gives existing shareholders an ownership stake in the new entity. Think of it like slicing a specific product line out of a larger store and opening it as its own shop; investors watch spin-outs because they can reveal the true value of the separated business, allow focused management, change risk profiles, and affect share value or ownership stakes.

Change of Control Transaction financial

"required to prepay the entire outstanding principal amount of all of then outstanding Initial Debentures in connection with a Change of Control Transaction"

A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of PodcastOne (PODC) does LiveOne currently own?

LiveOne directly beneficially owns 20,804,235 shares of PodcastOne common stock, representing approximately 68.8% of the 30,252,696 shares outstanding as of August 12, 2026, based on PodcastOne’s Form 10-Q for the quarter ended June 30, 2026.

What new shares of PodcastOne (PODC) did LiveOne acquire in this amendment?

Within the past 60 days, LiveOne acquired 374,109 shares of PodcastOne common stock on September 18, 2026 as a result of the settlement of intercompany balances owed by PodcastOne to LiveOne.

How did PodcastOne (PODC) become a separate public company from LiveOne?

PodcastOne was acquired by LiveOne on July 1, 2020 and later spun out as a separate publicly trading company via a direct listing on The NASDAQ Capital Market on September 8, 2023, when the spin-out from LiveOne was completed.

What were the key terms of PodcastOne’s Bridge Notes and warrants mentioned in the filing?

On July 15, 2022, PodcastOne completed a private placement of unsecured convertible Bridge Notes for $8,835,800 of gross proceeds. Holders, including LiveOne, received Bridge Warrants with an exercise price of $3.00 per share; LiveOne was issued 1,100,000 such warrants, which it exercised on May 11, 2026.

What are the main terms of LiveOne’s senior secured convertible debentures described in the PodcastOne Schedule 13D/A?

On May 19, 2025, LiveOne issued $16.75 million of original issue discount senior secured convertible debentures for $15.25 million in cash, with potential $11 million of additional debentures. They mature on May 19, 2028, bear 11.75% annual interest, and are convertible at $21.00 per share, subject to adjustments.

What are LiveOne’s stated intentions regarding its investment in PodcastOne (PODC)?

LiveOne states that all reported shares were acquired for investment purposes and that it will continually evaluate the investment. It may in the future acquire or dispose of PodcastOne securities and may consider strategic transactions, including capital-raising, acquisitions, mergers, or other combinations involving PodcastOne.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 09:02 PM Accepted by SEC EDGAR 09/22/2026 - 09:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

PodcastOne, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

22275C105

(CUSIP Number)

Robert S. Ellin
c/o LiveOne, Inc., 269 South Beverly Dr., Suite #1450
Beverly Hills, CA, 90212
(310) 601-2505

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 22275C105

1

Name of reporting person

LiveOne, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,804,235.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,804,235.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,804,235.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

68.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.00001 par value per share
(b)	Name of Issuer: PodcastOne, Inc.
(c)	Address of Issuer's Principal Executive Offices: 345 North Maple Drive, Drive Suite 295, Beverly Hills, CALIFORNIA , 90212.
Item 1 Comment: Explanatory Note This Amendment No. 3 (this "Amendment") to Schedule 13D is being filed on behalf of the Reporting Person (as defined below) to amend and restate in its entirety the original Schedule 13D, filed by the Reporting Person with the U.S. Securities and Exchange Commission (the "SEC") on August 15, 2025, as amended by Amendment No. 1 to Schedule 13D on January 23, 2026 and subsequently amended by Amendment No. 2 to Schedule 13D, filed by the Reporting Person with the SEC on May 11, 2026. This Amendment is filed to report the acquisition of additional shares of the Issuer's common stock by the Reporting Person, update the Reporting Person's total beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of the shares of the Issuer's common stock, and include certain other related changes.
Item 2.	Identity and Background
(a)	LiveOne, Inc., a Delaware corporation ("the "Reporting Person").
(b)	The address of the principal business and the principal office of the Reporting Person is 269 South Beverly Drive, Suite #1450, Beverly Hills, CA 90212. The Reporting Person is an award-winning, creator-first, music, entertainment and technology platform publicly trading on The NASDAQ Capital Market ("Nasdaq") under the symbol "LVO".
(c)	The name, business address, title, and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are set forth below. The business address listed for each individual not principally employed by the Reporting Person is c/o of LiveOne, 269 South Beverly Drive, Suite #1450, Beverly Hills, CA 90212. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Name Present Principal Occupation Including Name and Address of Employer Executive Officers Robert S. Ellin -- Chief Executive Officer, Chairman of the Board and Director; and Craig Christensen - Interim Chief Financial Officer, Interim Secretary and Interim Treasurer. Non-Executive Directors Jay Krigsman -- Director; Executive Vice President and Asset Manager of The Krausz Companies; Ramin Arani - Director, Advisor to LionTree, LLC and Partner at &vest Capital; Patrick Wachsberger - Director, Founder and Manager of Picture Perfect Entertainment LLC; Kenneth Solomon -- Director; Chief Executive Officer of Merit TV; Bridget Baker - Director, Chief Executive Officer of Baker Media Inc.; Kristopher Wright - Director, Global Vice President of Nike Sportswear Footwear.
(d)	During the last five years, the Reporting Person has not or, to the knowledge of the Reporting Person, none of the Reporting Person's executive officers or directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, the Reporting Person has not or, to the knowledge of the Reporting Person, none of the Reporting Person's executive officers or directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	All of the persons listed above are citizens of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 1, 2020, the Issuer was acquired by the Reporting Person and became its wholly owned subsidiary. On July 15, 2022, the Issuer completed a private placement offering (the "Notes Financing") of its unsecured convertible notes (the "Bridge Notes") to the Reporting Person, certain accredited investors and institutional investors (collectively the "Registered Stockholders") for gross proceeds of $8,835,800. On September 8, 2023, the Issuer completed the Direct Listing and became the Reporting Person's majority owned subsidiary. In addition, the information set forth or incorporated by reference in Item 6 is incorporated by reference in this Item 3. No borrowed funds were used to purchase any shares reported herein.
Item 4.	Purpose of Transaction
	All of the Shares (as defined below) reported herein were acquired for investment purposes. The Reporting Person intends to evaluate its investment in the Shares on a continual basis. Other than as expressly set forth below, the Reporting Person has no plans or proposals as of the date of this filing that relate to, or would result in, any of the actions enumerated in Item 4(a)-(j) of Schedule 13D. The Reporting Person may engage in communications with one or more stockholders, officers or directors of the Issuer and others, including but not limited to, discussions regarding the Issuer's operations and strategic direction and ideas that, if effected, could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D, including but not limited to debt or equity capital raising transactions, acquisitions, mergers, combinations and other strategic transactions. The Reporting Person reserves its right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider its position, change its purpose, take other actions, including to cause or introduce strategic or corporate transactions involving the Issuer or any of its subsidiaries, or one or more of the types of transactions or have one or more the results described in Item 4(a)-(j) of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing. The Reporting Person from time to time intends to review its investment in the Issuer on the basis of various factors, including whether various strategic transactions have occurred or may occur, the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in general, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person intends to take such actions in the future as it deems appropriate in light of the circumstances existing from time to time, which may include acquisitions of shares of common stock or other convertible securities of the Issuer or disposal of all or any portion of the Shares or shares of common stock or other securities of the Issuer otherwise acquired by the Reporting Person, either in the open market or privately negotiated transactions, with or without prior notice.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, the Reporting Person has direct beneficial ownership interest of 20,804,235 shares of common stock (the "Shares") (representing approximately 68.8% of the number of shares of common stock issued and outstanding), consisting of 20,804,235 shares of common stock directly beneficially owned by the Reporting Person (representing approximately 68.8% of the number of shares of common stock issued and outstanding). The percentages with respect the Reporting Person's beneficial ownership are based on 30,252,696 shares of the Issuer's common stock issued and outstanding as of August 12, 2026, reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026, filed with the U.S. Securities Exchange Commission on August 14, 2026. In addition, the information set forth or incorporated by reference in Item 6 is incorporated by reference in this Item 5.
(b)	The Reporting Person, has sole power to vote or direct the vote of 20,804,235 shares of common stock directly beneficially owned by the Reporting Person; has shared power to vote or direct the vote of 0 shares of common stock directly beneficially owned by the Reporting Person; has sole power to dispose or direct the disposition of 20,804,235 shares of Common Stock directly beneficially owned by the Reporting Person; and has shared power to dispose or direct the disposition of 0 shares of Common Stock directly beneficially owned by the Reporting Person.
(c)	Within the past 60 days, the Reporting Person has acquired 374,109 shares of the Issuer's common stock on September 18, 2026 as a result of the settlement of the intercompany balances owed by the Issuer to the Reporting Person.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Acquisition of PodcastOne On July 1, 2020, the Reporting Person through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., acquired the Issuer. As a result of such acquisition, the Reporting Person acquired 147,984,230 shares of the Issuer's common stock from the Issuer's former stockholders. In connection with the anticipated spin-out of the Issuer as a separate publicly trading company, the Reporting Person, through its wholly owned subsidiary, LiveXLive PodcastOne, Inc., canceled 127,984,230 shares of common stock owned by the Reporting Person. Accordingly, immediately prior to the Spin-Out, the Reporting Person owned 20,000,000 shares of common stock, which constituted 100% of the Issuer's then issued and outstanding shares of common stock. Bridge Notes Offering On July 15, 2022, the Issuer completed a private placement offering of the Bridge Notes for gross proceeds of $8.0 million. In connection with the sale of the Bridge Notes, the holders of the Bridge Notes, including the Reporting Person, received warrants to purchase shares of common stock at an exercise price of $3.00 per share (the "Bridge Warrants"). Direct Listing On September 8, 2023, the Issuer completed its spin out from the Reporting Person to become a separate publicly trading company (the "Spin-Out") as a result of its direct listing on The NASDAQ Capital Market on such date (the "Direct Listing"). In connection with such completed Direct Listing, all of the remaining Bridge Notes (including interest thereunder) in the aggregate amount of approximately $7.02 million converted into approximately 2,341,000 shares of the Issuer's common stock at the conversion price of $3.00 per share, and the exercise price of the Bridge Warrants was fixed at $3.00 per share. As a result of the Spin-Out, (i) the Issuer issued 1,100,000 Bridge Warrants to the Reporting Person, and (ii) the Reporting Person distributed (x) 4,300,000 shares of common stock to the Reporting Person's stockholders of record as a special dividend in connection with the completion of the Direct Listing (the "Distribution Shares") and (y) approximately 20,000 additional shares of common stock to the extent that any Distribution Shares were required to be rounded up. On May 11, 2026, the Reporting Person exercised all of the 1,100,000 Bridge Warrants. May 2025 Securities Purchase Agreement On May 19, 2025 (the "Closing Date"), the Reporting Person and the Issuer entered into a Securities Purchase Agreement (the "SPA") with certain institutional investors (collectively, the "Purchasers"), pursuant to which (i) the Reporting Person sold to the Purchasers its Original Issue Discount Senior Secured Convertible Debentures (the "Initial Debentures") in an aggregate principal amount of $16.75 million for an aggregate cash purchase price of $15.25 million, and (ii) if certain conditions are satisfied as set forth in the SPA, including at least one of the Conditions (as defined below), the Reporting Person may sell at its option to the Purchasers its additional Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $11,000,000 on substantially the same terms as the Initial Debentures (the "Additional Debentures" and collectively with the Initial Debentures, the "Debentures"), in a private placement transaction. The Debentures are convertible into shares of the Reporting Person's common stock at the holder's option at a conversion price of $21.00 per share, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations. The Reporting Person may sell to the Purchasers the Additional Debentures if within 15 months of the Closing Date either of the following conditions have been satisfied during such 15-month period (the "Conditions"): (x) the VWAP (as defined in the SPA) of the Reporting Person's common stock has been equal to or greater than $42.00 per share (subject to certain customary adjustments such as stock splits, stock dividends and stock combinations) for 30 consecutive trading days, or (y) the Reporting Person's Free Cash Flow (as defined in the SPA) has been equal to or greater to $3,000,000 for three consecutive fiscal quarters, and has increased in each of the foregoing quarters from the immediately preceding fiscal quarter. The Initial Debentures mature on May 19, 2028 and accrue interest at 11.75% per year. Commencing with the calendar month of August 2025 (subject to the following sentence), the holders of the Initial Debentures will have the right, at their option, to require the Reporting Person to redeem an aggregate of up to $100,000 of the outstanding principal amount of the Debentures per month. Commencing from November 18, 2025, May 18, 2026 and May 18, 2027, the holders of the Initial Debentures will have the right, at their option, to require the Reporting Person to redeem an aggregate of up to $150,000, $250,000 and $300,000, respectively, of the outstanding principal amount of the Initial Debentures per month. Subject to the satisfaction of certain conditions, including applicable prior notice to the holders of the Initial Debentures, at any time after May 19, 2026, the Reporting Person may elect to prepay all, but not less than all, of the then outstanding Initial Debentures for a prepayment amount equal to the outstanding principal balance of then outstanding Initial Debentures plus all accrued and unpaid interest thereon, together with a prepayment premium equal to the following (the "Prepayment Premium"): (a) if the Initial Debentures are prepaid after May 19, 2026, but on or prior to May 19, 2027, 5% of the entire outstanding principal balance of the outstanding Initial Debentures (or the applicable portion thereof required to be prepaid by the Reporting Person); and (c) if the Initial Debentures are prepaid on or after May 19, 2027, but prior to the maturity date of the Initial Debentures, 4% of the entire outstanding principal balance of then outstanding Initial Debentures (or the applicable portion thereof required to be prepaid by the Reporting Person). Subject to the satisfaction of certain conditions, the Reporting Person shall be required to prepay the entire outstanding principal amount of all of then outstanding Initial Debentures in connection with a Change of Control Transaction (as defined in the Initial Debentures) for a prepayment amount equal to the outstanding principal balance of then outstanding Initial Debentures, plus all accrued and unpaid interest thereon, plus the applicable Prepayment Premium based on when such Change of Control Transaction occurs within the period set forth above applicable to such Prepayment Premium; provided, that (x) if a Change of Control Transaction occurs on or prior to May 19, 2026, plus 10% of the entire outstanding principal balance of then outstanding Initial Debentures; (y) if the Specified Carve-Out Transaction (as defined in the Debentures) in consummated, the Issuer shall be required to prepay the Initial Debentures, in an aggregate amount equal to the lower of the outstanding principal balance of then outstanding Initial Debentures and $7,500,000, in each case, plus the applicable Prepayment Premium, and (z) if a Permitted Disposition (as defined in the Debentures) pursuant to clause (g) of the definition thereof is consummated, the Reporting Person shall be required to prepay the Initial Debentures in an aggregate amount equal to the lower of the outstanding principal balance of then outstanding Initial Debentures and 50% of the first $1,000,000 of net proceeds resulting from such Permitted Disposition up to $1,000,000 and 25% of such net proceeds in excess of $1,000,000, in each case, plus the applicable Prepayment Premium. the Reporting Person's obligations under the Debentures can be accelerated upon the occurrence of certain customary events of default. In the event of default and acceleration of our obligations, the Reporting Person would be required to pay the applicable prepayment amount described above. The Reporting Person's obligations under the Debentures have been guaranteed under a Subsidiary Guarantee, dated as of the Closing Date, by certain of its wholly owned subsidiaries, including the Issuer (collectively, the "Guarantors"). The Reporting Person's obligations under the Debentures and the Guarantors' obligations under the Subsidiary Guarantee are secured under a Security Agreement (the "Security Agreement") entered into on the Closing Date among the Reporting Person, the Guarantors, certain Purchasers and JGB Collateral, LLC as agent for the Purchasers (the "Security Agreement"), by a lien on all of the Reporting Person's and the Guarantors' assets, including the Issuer's assets, subject to certain exceptions. Intercompany Balance Settlement. During the past sixty days, the Reporting Person acquired 374,109 shares of the Issuer's common stock as a result of the settlement of the Issuer's intercompany balances owed to the Reporting Person.
Item 7.	Material to be Filed as Exhibits.
	1 -- Stock Purchase Agreement, dated as of May 7, 2020, by and among the Reporting Person, the Issuer, LiveXLive PodcastOne, Inc., the persons identified as "Sellers" on the signature pages thereto, and Norman Pattiz, as the representative of the Sellers (incorporated by reference to Exhibit 10.1 to the Reporting Person's Current Report on Form 8-K, filed with the SEC on May 8, 2020). 2 -- Form of 10% Original Issued Discount Convertible Promissory Note, dated July 15, 2022, issued by the Issuer to certain purchasers (Incorporated by reference to Exhibit 4.2 to the Issuer's Registration Statement, as amended, filed with the SEC on December 27, 2022). 3 -- Form of Warrants, dated July 15, 2022, issued by the Issuer to the Registered Stockholders (Incorporated by reference to Exhibit 4.3 to the Issuer's Registration Statement, as amended, filed with the SEC on December 27, 2022). 4 -- Form of Subscription Agreement, dated as of July 15, 2022, between the Issuer and certain purchasers (Incorporated by reference to Exhibit 10.1 to the Issuer's Registration Statement, as amended, filed with the SEC on December 27, 2022). 5 -- Securities Purchase Agreement, dated as of May 19, 2025, among the Reporting Person, the Issuer and certain purchasers (Incorporated by reference to Exhibit 10.1 to the Reporting Person's Current Report on Form 8-K, filed with the SEC on May 23, 2025). 6 -- Subsidiary Guarantee, dated as of May 19, 2025, made by the Guarantors, in favor of the Secured Parties (as defined therein) (Incorporated by reference to Exhibit 10.2 to the Reporting Person's Current Report on Form 8-K, filed with the SEC on May 23, 2025). 7 -- Security Agreement, dated as of May 19, 2025, among the Reporting Person, the Guarantors, certain purchasers and JGB Collateral, LLC (Incorporated by reference to Exhibit 10.3 to the Reporting Person's Current Report on Form 8-K, filed with the SEC on May 23, 2025). 8 -- Form of the Reporting Person's 11.75% Original Issue Discount Senior Secured Convertible Debentures (Incorporated by reference to Exhibit 4.1 to the Reporting Person's Current Report on Form 8-K, filed with the SEC on May 23, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LiveOne, Inc.

Signature:	/s/ Robert Ellin
Name/Title:	Robert Ellin /Chief Executive Officer
Date:	09/22/2026