LiveOne (NASDAQ: LVO) details controlling stake in PodcastOne (PODC)

Rhea-AI Filing Summary

LiveOne, Inc. has filed Amendment No. 2 to its Schedule 13D updating its beneficial ownership in PodcastOne, Inc. Following recent transactions, LiveOne directly owns 20,430,126 shares of PodcastOne common stock, representing about 71.5% of 27,487,964 shares outstanding as of April 7, 2026.

The update reflects LiveOne’s acquisition of 135,135 shares through settlement of intercompany balances and the exercise on May 11, 2026 of 1,100,000 Bridge Warrants issued in a prior financing. LiveOne retains sole voting and dispositive power over all 20,430,126 shares and describes its holdings as for investment, while reserving flexibility to buy or sell shares or pursue strategic transactions.

Key Figures

Beneficial ownership: 20,430,126 shares Ownership percentage: 71.5% Shares outstanding: 27,487,964 shares +5 more

8 metrics

Beneficial ownership 20,430,126 shares PodcastOne common stock directly owned by LiveOne as of filing

Ownership percentage 71.5% Share of PodcastOne issued and outstanding common stock

Shares outstanding 27,487,964 shares PodcastOne common stock outstanding as of April 7, 2026

Bridge Warrants exercised 1,100,000 warrants PodcastOne Bridge Warrants exercised by LiveOne on May 11, 2026

Intercompany settlement shares 135,135 shares PodcastOne shares received via intercompany balance settlement

Initial Debentures principal $16.75 million Aggregate principal amount of LiveOne Initial Debentures on May 19, 2025

Initial Debentures purchase price $15.25 million Aggregate cash purchase price paid for Initial Debentures

Debentures interest rate 11.75% per year Stated annual interest rate on LiveOne Initial Debentures

Key Terms

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

6 terms

beneficial ownership financial

"to update the Reporting Person's total beneficial ownership (as defined in Rule 13d-3 promulgated"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Direct Listing financial

"On September 8, 2023, the Issuer completed the Direct Listing and became the Reporting Person's majority owned subsidiary."

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.

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")."

Original Issue Discount Senior Secured Convertible Debentures financial

"its Original Issue Discount Senior Secured Convertible Debentures (the "Initial Debentures") in an aggregate principal amount of $16.75 million"

VWAP financial

"the VWAP (as defined in the SPA) of the Reporting Person's common stock has been equal to or greater than $4.20 per share"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Security Agreement financial

"secured under a Security Agreement (the "Security Agreement") entered into on the Closing Date among the Reporting Person"

A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

05/11/2026

(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 20,430,126.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,430,126.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,430,126.00

12

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

13

Percent of class represented by amount in Row (11)

71.5 %

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 Suite 295, Beverly Hills, CALIFORNIA , 90212.
Item 1 Comment: Explanatory Note This Amendment No. 2 (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, filed by the Reporting Person with the SEC on January 23, 2026. This Amendment is filed to report the exercise of certain warrants of the Issuer held by the Reporting Person and to 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 to 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 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 Street Media Bridget Baker -- Director; Chief Executive Officer of Baker Media Inc. Kristopher Wright -- Director; Vice President of Nike Global Men's Footwear Lifestyle Product
(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 20,430,126 shares of common stock (the "Shares") (representing approximately 71.5% of the number of shares of common stock issued and outstanding), consisting of 20,430,126 shares of common stock directly beneficially owned by the Reporting Person (representing approximately 71.5% of the number of shares of common stock issued and outstanding). The percentages with respect the Reporting Person's beneficial ownership are based on 27,487,964 shares of the Issuer's common stock issued and outstanding as of April 7, 2026, reported by the Issuer in Amendment No. 1 to its Registration Statement on Form S-3 (Registration No. 333-294892), filed with the U.S. Securities Exchange Commission on April 10, 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 20,430,126 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 20,430,126 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: (i) 135,135 shares of the Issuer's common stock on March 21, 2026 as a result of the settlement of the intercompany balances owed by the Issuer to the Reporting Person, and (ii) 1,100,000 shares of the Issuer's common stock on May 11, 2026, pursuant to the exercise of the Bridge Warrants (as defined below).
(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 $2.10 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 $4.20 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. For the month of August 2025, the holders may not submit a redemption notice for such a redemption prior to August 18, 2025. 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 has acquired 135,135 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:	05/13/2026

FAQ

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

LiveOne directly owns 20,430,126 shares of PodcastOne common stock, representing approximately 71.5% of the issued and outstanding shares. The percentage is based on 27,487,964 PodcastOne shares outstanding as of April 7, 2026, as disclosed in a related registration statement.

What changes triggered LiveOne’s Amendment No. 2 to its PodcastOne (PODC) Schedule 13D?

The amendment reports LiveOne’s exercise of 1,100,000 Bridge Warrants on May 11, 2026 and acquisition of 135,135 shares via settlement of intercompany balances. These transactions increased LiveOne’s direct holdings and required an update to its reported beneficial ownership position.

Does LiveOne have control over its PodcastOne (PODC) shares?

Yes. LiveOne reports sole voting and sole dispositive power over 20,430,126 PodcastOne shares and no shared power. This means LiveOne alone can vote and decide whether to sell or retain these shares, reinforcing its status as controlling stockholder of PodcastOne.

How did LiveOne originally acquire its stake in PodcastOne (PODC)?

On July 1, 2020, a LiveOne subsidiary acquired PodcastOne and received 147,984,230 PodcastOne shares. Ahead of a planned spin‑out, 127,984,230 shares were canceled, leaving 20,000,000 shares owned, which then represented 100% of PodcastOne’s outstanding common stock immediately prior to the spin‑out.

What are the key terms of LiveOne’s May 2025 debentures mentioned in the filing?

On May 19, 2025, LiveOne issued Original Issue Discount Senior Secured Convertible Debentures with $16.75 million principal for $15.25 million in cash. They bear 11.75% interest and are convertible at $2.10 per share, with holder redemption rights and specified prepayment premiums and change‑of‑control protections.

How were PodcastOne Bridge Notes and Bridge Warrants structured before the direct listing?

In July 2022, PodcastOne sold unsecured convertible Bridge Notes, part of which went to LiveOne, for $8.0 million. At the September 8, 2023 direct listing, about $7.02 million of Bridge Notes converted into roughly 2,341,000 PodcastOne shares at $3.00 per share, and Bridge Warrants’ exercise price was fixed at $3.00.