Podcasting for Marketing

Kind 8-Okay PodcastOne, Inc. For_ Oct 13

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Washington, D.C. 20549

FORM 8-Okay


Pursuant to Part 13 or 15(d) of the Securities Trade Act of 1934

Date of Report (Date of earliest occasion reported):


(Actual identify of registrant as laid out in its constitution)

Delaware 333-269028 35-2503373 (State or different jurisdiction

of incorporation) (Fee File Quantity) (I.R.S. Employer

Identification No.)

335 N. Maple Drive , Suite 127

Beverly Hills , CA 90210

(Tackle of principal government places of work) (Zip Code)

( 310 ) 858-0888

(Registrant’s phone quantity, together with space code)


(Former identify or former tackle, if modified since final report.)

Verify the suitable field under if the Kind 8-Okay submitting is meant to concurrently fulfill the submitting obligation of the registrant below any of the next provisions (see Normal Instruction A.2. under):

☐ Written communications pursuant to Rule 425 below the Securities Act (17 CFR 230.425)

☐ Soliciting materials pursuant to Rule 14a-12 below the Trade Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) below the Trade Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) below the Trade Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Part 12(b) of the Act:

Title of every class Buying and selling Image(s) Identify of every change on which

registered Widespread inventory, $0.00001 par worth per share PODC The NASDAQ Capital Market

Securities registered pursuant to Part 12(g) of the Act: None

Point out by test mark whether or not the registrant is an rising progress firm as outlined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Trade Act of 1934 (§240.12b-2 of this chapter).

Rising progress firm ☒

If an rising progress firm, point out by test mark if the registrant has elected to not use the prolonged transition interval for complying with any new or revised monetary accounting requirements supplied pursuant to Part 13(a) of the Trade Act. ☐

Merchandise 7.01 Regulation FD Disclosure.

PodcastOne, Inc. (the “Firm”) intends, occasionally, to current and/or distribute to the funding group and make the most of at varied business and different conferences, the Firm’s Company Presentation (the “Company Presentation”), which is connected hereto as Exhibit 99.1 and integrated herein by reference.

The knowledge on this Merchandise 7.01 of this Present Report on Kind 8-Okay, together with Exhibit 99.1, shall not be deemed “filed” for the needs of Part 18 of the Securities Trade Act of 1934, as amended (the “Trade Act”), or in any other case topic to the liabilities of that part, nor shall it’s deemed integrated by reference in any submitting below the Trade Act or the Securities Act of 1933, as amended, besides as shall be expressly set forth by reference in such a submitting.

The Firm cautions you that the Company Presentation comprises “forward-looking statements.” Statements within the Company Presentation that aren’t purely historic are forward-looking statements. These statements contain recognized and unknown dangers, uncertainties and different elements which can trigger precise outcomes, efficiency or achievements to vary materially from these expressed or implied by such statements. These dangers, uncertainties and elements embody, however usually are not restricted to: the Firm’s capability to consummate any proposed financing, acquisition, merger or transaction, the timing of the closing of such proposed occasion, together with the dangers {that a} situation to closing wouldn’t be happy inside the anticipated timeframe or in any respect or that the closing of any proposed financing, acquisition, merger or transaction is not going to happen or whether or not any such occasion will improve shareholder worth; the Firm’s capability to proceed as a going concern; if and when required, the Firm’s capability to acquire further capital, together with to fund the Firm’s and/or LiveOne’s present debt obligations and to fund potential acquisitions and capital expenditures; the Firm’s capability to draw, preserve and enhance the variety of the Firm’s listeners; the Firm’s capability to determine, purchase, safe and develop content material; the Firm’s capability to efficiently implement the Firm’s progress technique, the Firm’s capability to amass and combine the Firm’s acquired companies, the power of the mixed enterprise to develop, together with by acquisitions which we’re capable of efficiently combine, and the power of the Firm’s government officers to handle progress profitably; the end result(s) of any authorized proceedings pending or that could be instituted towards us, the Firm’s subsidiaries, or third events to whom we owe indemnification obligations; adjustments in legal guidelines or laws that apply to the Firm or the Firm’s business; the Firm’s capability to acknowledge and well timed implement future applied sciences within the music and dwell streaming area; the Firm’s capability to capitalize on investments in creating the Firm’s service choices, together with the Firm’s capability to ship and develop upon present and future applied sciences; important product growth bills related to the Firm’s expertise initiatives; the Firm’s capability to well timed and economically receive essential approval(s), releases and or licenses on a well timed foundation for using the Firm’s content material on an relevant platform; the Firm’s capability to acquire and preserve worldwide authorizations to function the Firm’s service over the right overseas jurisdictions the Firm’s listeners make the most of; the Firm’s capability to develop the Firm’s service choices and ship on the Firm’s service roadmap; the Firm’s capability to well timed and cost-effectively produce, determine and or ship compelling content material that manufacturers will promote on and/or listeners need to take heed to; basic financial and technological circumstances within the podcasting and digital streaming markets; the Firm’s capability to acquire and preserve the Firm’s present and new fascinating content material; the lack of, or failure to appreciate advantages from, agreements with the Firm’s content material suppliers and companions; unfavorable financial circumstances within the podcasting business and financial system as an entire; the Firm’s capability to develop the Firm’s home or worldwide operations, together with the Firm’s capability to develop the its enterprise with present and potential future podcasting platforms and companions; the consequences of service interruptions or delays, expertise failures, materials defects or errors within the Firm’s software program, harm to the Firm’s gear or geopolitical restrictions; prices related to defending pending or future mental property infringement actions and different litigation or claims; will increase within the Firm’s projected capital expenditures as a consequence of, amongst different issues, surprising prices incurred in reference to the roll out of the Firm’s expertise roadmap or the Firm’s plans of enlargement in North America and internationally; fluctuation within the Firm’s working outcomes; the demand for podcasting and digital media streaming companies and market acceptance for the Firm’s services and products; the Firm’s capability to generate adequate money stream to make funds on the Firm’s and/or LiveOne’s indebtedness; the Firm’s incurrence of further indebtedness sooner or later; the Firm’s capability to repay the bridge notes at maturity; the impact of the conditional conversion characteristic of the bridge notes; LiveOne’s compliance with the covenants in its credit score facility settlement; the consequences of the worldwide COVID-19 pandemic; dangers and uncertainties relevant to the companies of the Firm and/or its subsidiaries; and different dangers, uncertainties and elements together with, however not restricted to, these described within the Firm’s Particular Monetary Report below the quilt of Kind 10-Okay for the fiscal 12 months ended March 31, 2023, filed with the U.S. Securities and Trade Fee (the “SEC”) on June 29, 2023, Quarterly Report on Kind 10-Q for the fiscal quarter ended June 30, 2023, filed with the SEC on August 15, 2023, and within the Firm’s different filings and submissions with the SEC. These forward-looking statements converse solely as of the date hereof, and the Firm disclaims any obligations to replace these statements, besides as could also be required by legislation. The Firm intends that every one forward-looking statements be topic to the safe-harbor provisions of the Personal Securities Litigation Reform Act of 1995.


Merchandise 9.01 Monetary Statements and Displays.

(d) Displays:

Exhibit No. Description 99.1* Company Presentation. 104* Cowl Web page Interactive Knowledge File (embedded inside the Inline XBRL doc)

* Furnished herewith.



Pursuant to the necessities of the Securities Trade Act of 1934, the registrant has duly induced this report back to be signed on its behalf by the undersigned hereunto duly approved.

PODCASTONE, INC. Dated: October 13, 2023 By: /s/ Aaron Sullivan Identify: Aaron Sullivan Title: Interim Chief Monetary Officer







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