SCHEDULE: LiveOne Ups PodcastOne Stake to 68.8%

LiveOne, Inc. has filed an amendment to its Schedule 13D, reporting an increase in its beneficial ownership of PodcastOne, Inc. common stock to 68.8%, totaling 20,804,235 shares.

Summary

• LiveOne, Inc. (the "Reporting Person") has filed Amendment No. 3 to its Schedule 13D, restating its beneficial ownership of PodcastOne, Inc. common stock.
• The Reporting Person now beneficially owns 20,804,235 shares, representing approximately 68.8% of the outstanding common stock.
• This increase is partly due to the acquisition of 374,109 shares on September 18, 2026, resulting from the settlement of intercompany balances owed by PodcastOne, Inc. to LiveOne, Inc.
• The filing details LiveOne's history with PodcastOne, including its initial acquisition, a private placement of convertible notes, and PodcastOne's subsequent direct listing.
• LiveOne has ongoing financial arrangements with PodcastOne, including convertible debentures and associated security agreements.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting increased beneficial ownership and strategic financial maneuvers, though it also details ongoing financial obligations and potential future capital needs.

Positives

• LiveOne, Inc. has increased its beneficial ownership of PodcastOne, Inc. to 68.8%, indicating a stronger controlling interest.
• The acquisition of 374,109 additional shares through intercompany balance settlement demonstrates ongoing financial integration and support.
• The filing confirms LiveOne's strategic intent to evaluate its investment and potentially engage in further strategic transactions.

Negatives

• LiveOne, Inc. has significant financial obligations related to the Original Issue Discount Senior Secured Convertible Debentures, totaling $16.75 million initially, with potential for an additional $11 million.
• The debentures accrue interest at 11.75% per year and have various redemption and prepayment clauses, including potential premiums.
• The Reporting Person's obligations under the debentures are secured by a lien on all of its and its guarantors' assets, including PodcastOne's assets.

Risks

• The Reporting Person's substantial financial commitments related to the convertible debentures could impact its financial flexibility.
• Potential future capital raises are implied by the ongoing strategic evaluation and the nature of the debenture agreements.
• The security agreement places a lien on assets, which could be triggered by default events or specific transactions.

Future Outlook

LiveOne, Inc. intends to continually evaluate its investment in PodcastOne, Inc. and may engage in communications regarding strategic direction, including potential debt or equity capital raising, acquisitions, mergers, and other strategic transactions. The company reserves the right to take actions it deems appropriate, including acquiring or disposing of securities.

Management Comments

• Robert Ellin, CEO of LiveOne, Inc., signed the certification, attesting to the truth, completeness, and correctness of the information provided.
• The filing indicates that LiveOne, Inc. 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, other than as expressly set forth.

Industry Context

StockSavvy.ai notes that this filing reflects a significant consolidation of ownership within the podcasting and digital media sector, where LiveOne, Inc. is solidifying its control over PodcastOne, Inc. This move could signal a strategy to streamline operations or pursue further integration in a competitive landscape.

Comparison to Industry Standards

• No direct comparison to industry standards or specific competitor metrics is provided within this Schedule 13D filing.

Related Party Transactions

• LiveOne, Inc. acquired 374,109 shares of PodcastOne, Inc. common stock on September 18, 2026, as a result of the settlement of intercompany balances owed by PodcastOne, Inc. to LiveOne, Inc.
• LiveOne, Inc. entered into a Securities Purchase Agreement (SPA) on May 19, 2025, selling its debentures to institutional investors, which are secured by assets including those of PodcastOne, Inc.

Stakeholder Impact

• Shareholders of LiveOne, Inc. may see increased control and potential future value from the consolidated ownership of PodcastOne, Inc., but also face risks associated with LiveOne's financial obligations.
• Shareholders of PodcastOne, Inc. (minority holders) may experience a change in corporate governance and strategic direction under LiveOne's increased control.
• Creditors of LiveOne, Inc. are impacted by the security agreement which places a lien on assets, potentially affecting recovery in case of default.

Next Steps

• LiveOne, Inc. will continue to evaluate its investment in PodcastOne, Inc.
• LiveOne, Inc. may engage in communications with stockholders, officers, or directors of PodcastOne, Inc. regarding operations and strategic direction.
• LiveOne, Inc. may take actions including debt or equity capital raising, acquisitions, mergers, or other strategic transactions involving PodcastOne, Inc.

Key Dates

Recommendation

The filing indicates increased control by LiveOne over PodcastOne, which is a positive strategic move. However, the significant financial obligations and potential for future capital raises detailed in the debenture agreements introduce considerable risk. A 'hold' recommendation reflects the balance between strategic consolidation and financial leverage.

Keywords

PodcastOne, LiveOne, Schedule 13D, Beneficial Ownership, Convertible Debentures, Securities Purchase Agreement, Intercompany Balances, Direct Listing