SCHEDULE: LiveOne Increases Stake in PodcastOne to 71.5%

LiveOne, Inc. has increased its beneficial ownership of PodcastOne, Inc. to 71.5% following the exercise of 1.1 million warrants and an intercompany debt settlement.

Summary

• LiveOne, Inc. now beneficially owns 20,430,126 shares of PodcastOne, Inc. common stock.
• The current ownership stake represents approximately 71.5% of PodcastOne's total issued and outstanding shares.
• The increase in ownership resulted from the exercise of 1,100,000 Bridge Warrants on May 11, 2026, and the acquisition of 135,135 shares via intercompany balance settlement.
• The Reporting Person maintains sole voting and dispositive power over the acquired shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive development, as it demonstrates the parent company's commitment to its subsidiary, though it highlights the complex debt structure underlying the relationship.

Positives

• Consolidation of majority control (71.5%) over the subsidiary, PodcastOne.
• Successful conversion of debt/warrants into equity, reducing potential future dilution or overhang from outstanding warrants.
• Clear alignment of interests between the parent company (LiveOne) and the subsidiary (PodcastOne).

Negatives

• High concentration of ownership may limit the free float of PodcastOne shares.
• The parent company, LiveOne, remains heavily leveraged with significant debt obligations, including $16.75 million in senior secured convertible debentures.

Risks

• The Reporting Person's obligations under its own debentures are secured by a lien on all assets, including those of the Issuer (PodcastOne).
• Potential for future dilution if the Reporting Person or other holders exercise additional convertible securities.
• Market volatility and general economic conditions affecting the media and technology sectors.
• The Reporting Person reserves the right to change its investment position, which could lead to future sales of shares.

Future Outlook

The Reporting Person intends to evaluate its investment on a continual basis and may engage in discussions regarding the Issuer's operations, strategic direction, or potential future capital raising transactions.

Management Comments

• 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 or disposals of shares.

Industry Context

StockSavvy.ai notes that this filing reflects a trend of parent companies tightening control over their publicly traded spin-offs, particularly in the digital media and podcasting space where capital efficiency and operational synergy are critical for survival.

Comparison to Industry Standards

• The 71.5% ownership level is consistent with 'controlled company' structures often seen in media spin-offs where the parent retains majority voting power.
• The use of intercompany debt settlement for equity is a standard mechanism for managing liquidity between parent and subsidiary entities.

Related Party Transactions

• Settlement of intercompany balances via issuance of 135,135 shares.
• Ongoing subsidiary guarantee of LiveOne's debt by PodcastOne.

Stakeholder Impact

• Minority shareholders may see reduced liquidity due to the high concentration of ownership.
• Creditors of LiveOne have a security interest in the assets of PodcastOne.

Next Steps

• Continued evaluation of investment in PodcastOne.
• Potential future strategic transactions or capital raises.
• Ongoing monitoring of debt covenants and redemption rights related to the 2025 Debentures.

Key Dates

Recommendation

The increase in ownership is a structural move that signals stability but does not fundamentally change the underlying financial risk profile of the company, which remains tied to the parent's debt obligations.

Keywords

PodcastOne, LiveOne, Schedule 13D, Beneficial Ownership, Equity Warrants, Corporate Governance, Media Technology