PODC.NASDAQPodcastone, INC

SCHEDULE: LiveOne Boosts PodcastOne Stake to 72.5%

Sentiment:

Ownership Disclosure Amendment

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LiveOne, Inc. has increased its beneficial ownership in PodcastOne, Inc. to 72.5% through recent share acquisitions and existing holdings.

Capital raiseLiveOne, Inc. sold $16.75 million in Original Issue Discount Senior Secured Convertible Debentures for $15.25 million cash in May 2025.LiveOne, Inc. has an option to sell an additional $11,000,000 in debentures if certain conditions are met within 15 months of May 19, 2025. These conditions include either the VWAP of LiveOne's common stock being equal to or greater than $4.20 for 30 consecutive trading days, or LiveOne's Free Cash Flow being equal to or greater than $3,000,000 for three consecutive fiscal quarters and increasing each quarter.PodcastOne, Inc. completed a private placement offering of unsecured convertible notes (Bridge Notes) for gross proceeds of $8,835,800 in July 2022.

Summary

  • LiveOne, Inc. (the Reporting Person) now beneficially owns 20,294,991 shares of PodcastOne, Inc. common stock, representing approximately 72.5% of the outstanding shares.
  • This ownership includes 19,194,991 common shares and 1,100,000 Bridge Warrants.
  • The percentage is based on 26,910,733 shares outstanding as of November 12, 2025, plus the 1,100,000 Bridge Warrants.
  • On January 22, 2026, LiveOne acquired an additional 186,636 shares of PodcastOne common stock as settlement for intercompany balances for services rendered.
  • Since January 1, 2025, LiveOne has acquired a total of 1,321,054 shares of PodcastOne common stock through intercompany balance settlements.
  • LiveOne acquired PodcastOne on July 1, 2020, and later spun it out as a majority-owned subsidiary on September 8, 2023, through a direct listing.
  • In May 2025, LiveOne entered into a Securities Purchase Agreement to sell $16.75 million in senior secured convertible debentures for $15.25 million cash, with an option for an additional $11 million under certain conditions.

Sentiment

Score: 6

Explanation: The filing is largely factual and procedural, updating ownership details and reiterating previously disclosed financial arrangements. The increase in ownership via intercompany settlement is neutral to slightly positive as it resolves internal balances. The existing debenture structure for LiveOne, with PodcastOne as a guarantor, introduces some financial risk for the subsidiary, but this is not new information. The potential for future capital raise is positive, but conditional.

Positives

  • LiveOne's increased stake in PodcastOne demonstrates continued commitment and strategic interest in the subsidiary.
  • The settlement of intercompany balances by issuing shares to LiveOne indicates a mechanism for managing internal financial obligations.
  • The potential for LiveOne to sell additional debentures (up to $11 million) provides a future capital raising option if specific performance conditions are met (VWAP of $4.20 for 30 days or $3 million FCF for 3 consecutive quarters).

Negatives

  • PodcastOne's assets, as a guarantor, are pledged as collateral for LiveOne's $16.75 million (and potentially $11 million additional) senior secured convertible debentures, increasing its financial exposure.
  • The debentures carry a high interest rate of 11.75% per year, indicating a higher cost of capital for LiveOne.
  • The debentures include various prepayment premiums and mandatory prepayment triggers (e.g., Change of Control, Specified Carve-Out Transaction, Permitted Disposition), which could create liquidity demands for LiveOne.

Risks

  • LiveOne's obligations under the debentures can be accelerated upon certain customary events of default, requiring immediate payment of the outstanding principal, accrued interest, and applicable prepayment premium.
  • PodcastOne, as a guarantor, is exposed to the financial health and potential default of LiveOne's debentures, as its assets are pledged as collateral.
  • The ability to raise additional capital through the $11 million debenture option is contingent on specific market (VWAP) or operational (Free Cash Flow) performance conditions, which may not be met.
  • Future actions by LiveOne regarding its investment in PodcastOne, including potential acquisitions, mergers, or disposal of shares, could impact PodcastOne's stock price and strategic direction.

Future Outlook

LiveOne, Inc. intends to continuously evaluate its investment in PodcastOne, Inc. and may engage in discussions with stakeholders regarding operations, strategic direction, and potential corporate transactions such as debt or equity capital raising, acquisitions, mergers, and other strategic transactions. LiveOne reserves the right to change its investment purpose or dispose of shares based on market conditions and other factors.

Industry Context

This filing primarily details an ownership stake and related financial transactions between a parent company (LiveOne) and its majority-owned subsidiary (PodcastOne). It reflects LiveOne's ongoing strategic management of its investment in the podcasting and entertainment sector. The mention of a direct listing and subsequent capital raises indicates a strategy to fund growth and manage liquidity within the broader digital media and entertainment industry.

Related Party Transactions

  • LiveOne, Inc. acquired 186,636 shares of PodcastOne, Inc. common stock on January 22, 2026, as a settlement of intercompany balances owed by PodcastOne to LiveOne for services previously rendered.
  • Since January 1, 2025, LiveOne, Inc. has acquired a total of 1,321,054 shares of PodcastOne, Inc. common stock as a result of the settlement of intercompany balances.
  • PodcastOne, Inc. is a majority-owned subsidiary of LiveOne, Inc.
  • PodcastOne, Inc. is a guarantor for LiveOne, Inc.'s $16.75 million (and potentially $11 million additional) senior secured convertible debentures, and its assets are pledged as collateral.

Stakeholder Impact

  • Shareholders (PodcastOne): LiveOne's continued majority ownership (72.5%) means LiveOne retains significant control over PodcastOne's strategic direction. The pledging of PodcastOne's assets as collateral for LiveOne's debentures increases financial risk for PodcastOne shareholders.
  • Shareholders (LiveOne): The increased stake in PodcastOne reinforces LiveOne's investment in its subsidiary. The debenture financing provides capital for LiveOne, but also carries interest obligations and potential prepayment demands.
  • Creditors (LiveOne Debenture Holders): Their investment is secured by a lien on all assets of LiveOne and its guarantors, including PodcastOne, providing a level of security.

Next Steps

  • LiveOne, Inc. will continue to evaluate its investment in PodcastOne, Inc.
  • LiveOne, Inc. may engage in communications with PodcastOne's stockholders, officers, or directors regarding operations, strategic direction, and potential corporate transactions.
  • LiveOne, Inc. may acquire or dispose of additional shares of PodcastOne common stock or other securities in the future.
  • LiveOne, Inc. may sell an additional $11,000,000 in debentures if specific VWAP or Free Cash Flow conditions are met within 15 months of May 19, 2025.

Key Dates

DateDescription
2020-07-01PodcastOne, Inc. was acquired by LiveOne, Inc. and became its wholly owned subsidiary.
2022-07-15PodcastOne, Inc. completed a private placement offering of unsecured convertible notes (Bridge Notes) for gross proceeds of $8,835,800, with warrants issued to holders including LiveOne, Inc.
2023-09-08PodcastOne, Inc. completed its Direct Listing on The NASDAQ Capital Market, spinning out from LiveOne, Inc. to become a separate publicly trading company and LiveOne's majority-owned subsidiary. Bridge Notes converted into approximately 2,341,000 shares, and Bridge Warrants exercise price was fixed at $3.00 per share.
2025-01-01Start date for the period during which LiveOne, Inc. acquired 1,321,054 shares of PodcastOne common stock through intercompany balance settlements.
2025-05-19LiveOne, Inc. and PodcastOne, Inc. entered into a Securities Purchase Agreement with institutional investors, where LiveOne sold $16.75 million in senior secured convertible debentures for $15.25 million cash.
2025-08-01Commencement of holders' right to require LiveOne, Inc. to redeem up to $100,000 of outstanding debentures per month (not prior to August 18, 2025 for this month).
2025-08-18Earliest date for holders to submit a redemption notice for August 2025 debenture redemption.
2025-11-12Date as of which 26,910,733 shares of PodcastOne's common stock were reported as issued and outstanding in its Form 10-Q.
2025-11-14Date PodcastOne, Inc. filed its Quarterly Report on Form 10-Q for the quarter September 30, 2025.
2025-11-18Commencement of holders' right to require LiveOne, Inc. to redeem up to $150,000 of outstanding debentures per month.
2026-01-22Date of event requiring the filing of this statement; LiveOne, Inc. acquired 186,636 shares of PodcastOne common stock.
2026-01-23Date the Schedule 13D/A was signed by Ryan Carhart.
2026-05-18Commencement of holders' right to require LiveOne, Inc. to redeem up to $250,000 of outstanding debentures per month.
2026-05-19Earliest date LiveOne, Inc. may elect to prepay all outstanding Initial Debentures (with a 5% premium if prepaid on or prior to May 19, 2027).
2027-05-18Commencement of holders' right to require LiveOne, Inc. to redeem up to $300,000 of outstanding debentures per month.
2027-05-19Date after which LiveOne, Inc. may elect to prepay all outstanding Initial Debentures with a 4% premium (prior to maturity).
2028-05-19Maturity date for the Initial Debentures.

Recommendation

hold

This Schedule 13D/A primarily updates LiveOne's beneficial ownership in PodcastOne and reiterates previously disclosed financial arrangements. The increase in ownership is due to an intercompany balance settlement, which is a routine operational event rather than a new strategic acquisition. While PodcastOne's assets are pledged as collateral for LiveOne's debentures, this is not new information. The filing does not present new material information that would fundamentally alter the investment thesis for either company, suggesting a "hold" position is appropriate as investors await more substantive operational or strategic updates.

Keywords

PodcastOne, LiveOne, Schedule 13D/A, Beneficial Ownership, Common Stock, Convertible Debentures, Intercompany Balances, SEC Filing, Corporate Governance, Strategic Investment, NASDAQ

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