SCHEDULE: Galloway Capital Takes 3.15% Stake in PodcastOne, Urges Strategic Review

Galloway Capital Partners and Bruce Galloway have disclosed a 3.15% beneficial ownership in PodcastOne, Inc., advocating for a strategic review to enhance shareholder value.

Summary

• Galloway Capital Partners, LLC and Bruce Galloway (the "Reporting Persons") have filed a Schedule 13D regarding their beneficial ownership in PodcastOne, Inc.
• The Reporting Persons collectively own 832,100 shares of Common Stock, representing approximately 3.15% of the outstanding shares.
• Shares were acquired through open market purchases from November 2023 through November 2025 at an approximate average price of $2.06 per share.
• The Reporting Persons believe PodcastOne's share price is undervalued and trading at a significant discount to its revenues and intrinsic value.
• They have urged the company's management to retain an investment bank or strategic advisor to explore options such as a sale, merger, or acquisition to enhance shareholder value.
• The percentage of ownership is calculated based on 26,412,297 shares of Common Stock outstanding as of August 11, 2025, as reported in the Issuer's Form 10Q filed on August 14, 2025.

Sentiment

Score: 4

Explanation: The sentiment is mixed. While the activist investor sees undervaluation as an opportunity, their public call for strategic alternatives implies dissatisfaction with current management or strategy, which can create uncertainty. The belief in significant discount to intrinsic value suggests potential upside, but the need for external pressure indicates underlying issues.

Positives

• The Reporting Persons believe PodcastOne's share price is undervalued and trading at a significant discount to its revenues and intrinsic value, suggesting potential for future appreciation.
• Activist investor involvement often brings increased scrutiny and potential for value-unlocking events, such as strategic reviews or M&A.

Negatives

• The Reporting Persons' belief that the company is undervalued implies dissatisfaction with the current market valuation and potentially the existing strategic direction.
• The call for a strategic review, including a potential sale or merger, indicates a perceived need for significant change to realize intrinsic value.

Future Outlook

Galloway Capital Partners intends to review its investment in PodcastOne on a continuing basis and may acquire additional securities, retain, or sell existing shares. They plan to engage with the Board and management regarding the company's performance, operations, management, governance (including potential changes to the Board), capital allocation policies, and strategy. They may also propose or consider actions such as a sale, merger, or acquisition.

Management Comments

• The Reporting Persons believe 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.

Industry Context

The filing highlights an activist investor's move into the podcasting and digital audio content industry, a sector that has seen significant growth and consolidation. Such actions often signal a belief that a company's market valuation does not reflect its underlying asset value or strategic potential within a dynamic industry, potentially prompting M&A activity or operational changes.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if strategic alternatives (sale, merger, acquisition) are pursued successfully, or potential for volatility due to activist involvement.
• Management/Board: Increased pressure to address valuation concerns and potentially consider significant strategic shifts.
• Employees: Potential for uncertainty or changes in company direction if a sale or merger occurs.

Next Steps

• Galloway Capital Partners will continue to review its investment in PodcastOne on an ongoing basis.
• They may acquire additional securities or sell existing holdings.
• They intend to engage with PodcastOne's Board and management regarding performance, operations, management, governance, capital allocation, and strategy.
• They may propose or consider actions such as a sale, merger, or acquisition for PodcastOne.
• They have urged management to retain an investment bank or strategic advisor.

Key Dates

Recommendation

The filing indicates an activist investor believes PodcastOne is significantly undervalued and is pushing for strategic changes, including a potential sale or merger. This creates a speculative opportunity for value realization. However, the outcome of such activist campaigns is uncertain and can be protracted. While the belief in undervaluation suggests upside, the current situation warrants a 'hold' to observe how management responds and if any concrete strategic actions materialize, rather than an immediate 'buy' due to the inherent risks and uncertainty of activist outcomes. A 'hold' allows investors to benefit from potential upside if the activist campaign is successful, while acknowledging the lack of immediate catalysts or guaranteed outcomes.

Keywords

PodcastOne, Podcast, Media, Entertainment, Activist Investor, Schedule 13D, Shareholder Value, Merger, Acquisition, Strategic Review, Galloway Capital Partners