| 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, Beverly Hills,
CALIFORNIA
, 55416. |
Item 1 Comment:
This Schedule 13D relates to the common stock, par value $0.00001 per share ("Common Stock"), of Podcastone, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 345 North Maple Drive, Beverly Hills, CA 55416. Information given in response to each item below shall be deemed incorporated by reference in all other items below.
As of October 27, 2026, the Reporting Persons (defined below) beneficially owned an aggregate of 893,000 shares of Common Stock, representing approximately 2.95% of the outstanding shares of Common Stock. |
| Item 2. | Identity and Background |
|
| (a) | Galloway Capital Partners, LLC, Galloway Capital, LP and Bruce Galloway |
| (b) | The principal business address for Galloway Capital Partners, LLC, Galloway Capital, LP and Bruce Galloway is 650 NE 2nd Avenue, #3007, Miami, FL 33132 |
| (f) | Galloway Capital Partners, LLC is a limited liability company incorporated in the State of Delaware. Galloway Capital, LP is a limited partnership incorporated in the State of Delaware. Mr. Galloway is a citizen of the United States and a resident of the State of Florida. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Galloway Capital Partners, LLC acquired 893,000 shares of Common Stock in open market purchases from November 2023 through October 2026. The aggregate purchase price for the shares of Common Stock was approximately $2.06 per share. Such shares of Common Stock were purchased with investment capital of Galloway Capital Partners, LLC, Galloway Capital, LP and Bruce Galloway. The Reporting Persons have effectuated transactions to acquire shares of Common Stock within the past sixty (60) days, as reflected in Schedule 1 to this Report.
Other than as set forth in this Report, none of the Reporting Persons has effected any transactions in the shares of Common Stock within the past sixty (60) days. |
| Item 4. | Purpose of Transaction |
| | Each Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intend to review its investment in the Issuer on a continuing basis. Each Reporting Person may from time to time acquire additional securities of the Issuer or retain or sell all or a portion of the shares then held by such Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon such Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments. Each Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the Issuer's performance, operations, management, governance (including potential changes to the Board), conflicted party transactions, capital allocation policies, and strategy and plans of the Issuer. Each Reporting Person intends to engage the Board and management with respect to the matters referred to in the preceding sentence. In addition, each Reporting Person may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons sent a letter to the Executive Chairman of the Company and believes the Company's share price is undervalued and trading at a significant discount to its revenues and intrinsic value. The Reporting Persons urge the management of the Company to retain an investment bank or strategic advisor to explore options to enhance shareholder value through a sale, merger or acquisition. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by the Reporting Person. |
| (b) | Number of shares as to which the Reporting Persons have:
i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement.
ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement.
iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement.
iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement. |
| (c) | Other than as set forth in response to Item 3 above, no other transactions in the Issuer's Common Stock by the Reporting Persons were effected in the past sixty (60) days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Except for the relationships described above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons identified in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit No. Description of Document
99.1 Joint Filing Agreement
99.2 Letter to the Issuer |
