PODC PodcastOne Inc

 

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): July 16, 2024

 

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.)

 

269 South Beverly Drive, Suite 1450

Beverly Hills, CA 90212

(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

 

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 2.02 Results of Operations and Financial Condition.

 

On July 16, 2024, PodcastOne, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for its fiscal quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

The Company is in the process of finalizing its results for its fiscal quarter ended June 30, 2024. Such press release contains certain estimated preliminary unaudited financial results for the fiscal quarter ended June 30, 2024, which are based only on currently available information as of the date hereof. These results are preliminary and subject to change. The Company’s financial closing procedures for the fiscal quarter ended June 30, 2024 are not yet complete and, as a result, its final results upon completion of its closing procedures may vary from the estimated select preliminary unaudited results set forth in such press release. In addition, certain statements set forth in such press release are forward-looking statements. See “Risk Factors,” “Forward-Looking Statements” and the Company’s financial statements and related notes included in its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for additional information regarding factors that could result in differences between the preliminary estimated financial results that are presented in such press release and the actual financial results the Company will report. These estimates should not be viewed as a substitute for the Company’s full financial statements prepared in accordance with generally accepted accounting principles (“GAAP”). Accordingly, you should not place undue reliance on these preliminary unaudited results.

 

All of the estimated preliminary unaudited financial information set forth in such press release has been prepared by and is the responsibility of the Company’s management and has not been audited, reviewed or compiled by the Company’s independent registered public accounting firm, Macias Gini & O’Connell LLP (“MGO”). Accordingly, MGO does not express an opinion or any other form of assurance with respect thereto.

 

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 7.01 Regulation FD Disclosure.

 

The information described under Item 2.02 above is incorporated by reference in this Item 7.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
99.1*		Press release, dated July 16, 2024.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*	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: July 16, 2024	By:	/s/ Aaron Sullivan
	Name:	Aaron Sullivan
	Title:	Chief Financial Officer

 

 

2

Exhibit 99.1

 

PodcastOne Anticipates Record Quarterly Revenue of $13M for Q1 2025

 

Los Angeles, CA, July 16, 2024 - PodcastOne (NASDAQ: PODC), a leading podcast platform and a subsidiary of LiveOne (NASDAQ: LVO), announced today certain of its preliminary and unaudited results for the first quarter ended June 30, 2024 (“Q1 2025”), including anticipating record revenue of $13M for the quarter.

 

Additional highlights include:

 

- Revenue increase of $2.5M (+ 21%) versus the first quarter ended June 30, 2023

 

- Ranked #11 by Podtrac, surpassing Paramount, Barstool Sports and CNN

 

- 5.5M US unique monthly audience

 

- 17.5M global downloads and streams

 

- 185 active podcasts and shows

 

- Launched 10 podcasts this quarter including Tactful Pettiness, Ransom and Wholeheartedly

 

“We’re pleased to announce our anticipated strong results, demonstrating our growth and leadership in podcasting. We continue to onboard successful existing podcasts and produce new and original content. We are extremely excited about our future,” said Kit Gray, President and Co-Founder of PodcastOne.

 

The select anticipated financial results discussed in this press release are based on management’s preliminary unaudited analysis of financial results for Q1 2025. As of the date of this press release, PodcastOne has not completed its financial statement reporting process for Q1 2025, and PodcastOne’s independent registered accounting firm has not reviewed the preliminary financial results discussed in this press release. During the course of PodcastOne’s quarter-end closing procedures and review process, PodcastOne may identify items that would require it to make adjustments, which may be material, to the information presented above. The estimated preliminary unaudited financial results contained in this press release are based only on currently available information as of the date hereof. As a result, the estimates above constitute forward-looking information and are subject to risks and uncertainties, including possible adjustments to preliminary financial results, and are not guarantees of future performance and may differ from actual results.

 

About PodcastOne

 

PodcastOne (Nasdaq: PODC) is a Los Angeles based podcast network founded in 2012 by Kit Gray and Norm Pattiz providing creators and advertisers with a full 360-degree solution in sales, marketing, public relations, production, and distribution delivering over 2.1 billion downloads per year with a community of 250 of the top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E’s Cold Case Files and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion listeners a month across all of its own properties, LiveOne (Nasdaq: LVO), Spotify, Apple Podcasts, iHeartRadio, Samsung and over 150 shows exclusively available in Tesla vehicles. PodcastOne is also the parent company of LaunchpadOne, an innovative self-serve platform developed to launch, host, distribute and monetize independent user-generated podcasts. For more information, visit PodcastOne.com and follow us on Facebook, Instagram, YouTube and Twitter at @podcastone. For more investor information, please visit ir.podcastone.com/overview/default.aspx.

 

 

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 wholly-owned subsidiaries include Slacker Radio, PodcastOne (Nasdaq: PODC), PPVOne, CPS, LiveXLive, DayOne Music Publishing, Drumify and Splitmind. LiveOne 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 Twitter at @liveone. For more investor information, please visit ir.liveone.com.

 

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 one key customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, including the spin-out of LiveOne’s pay-per-view business, 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 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 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 covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; uncertain and unfavorable outcomes in legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of LiveOne and/or its 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, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 1, 2024, 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.

 

Press Contacts:

 

For PodcastOne

310.246.4600

Susan@Guttmanpr.com

 

Investor Relations:

 

Jason Assad

678-570-6791

jwassad@podcastone.com

 

 

 

 

v3.24.2

Cover	Jul. 16, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 16, 2024
Entity File Number	001-41795
Entity Registrant Name	PODCASTONE, INC.
Entity Central Index Key	0001940177
Entity Tax Identification Number	35-2503373
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	269 South Beverly Drive
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	310
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.00001 par value per share
Trading Symbol	PODC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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