Filing Analysis
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the first quarter ended June 30, 2026. The filing also references a previous press release regarding a business update conference call.
📋 Key Facts
- The company reported results for the first quarter ended June 30, 2026.
- Operating and financial highlights were released via Exhibit 99.1 on August 12, 2026.
- A business update conference call was scheduled for August 12, 2026 (per Exhibit 99.2).
PodcastOne, Inc. issued an 8-K to announce its operating and financial highlights for the fourth quarter and fiscal year ended March 31, 2026. The filing also references a previous announcement regarding an investor audio webcast held on June 24, 2026.
📋 Key Facts
- Announced results for Q4 and Fiscal Year ended March 31, 2026.
- Issued press release containing operating and financial highlights (Exhibit 99.1).
- Conducted an investor audio webcast on June 24, 2026, to discuss business updates (Item 7.01).
PodcastOne, Inc. appointed independent director Jon Merriman as Lead Director and granted him 250,000 restricted stock units (RSUs). The equity grant is contingent upon stockholder approval of an amendment to the company's 2022 Equity Incentive Plan at the upcoming 2026 annual meeting.
📋 Key Facts
- Jon Merriman was appointed Lead Director on May 6, 2026.
- The grant consists of 250,000 RSUs vesting in three equal annual installments starting one year from the grant date.
- The grant is subject to stockholder approval of the Plan Amendment at the 2026 annual meeting.
- In the event of a Change of Control, 100% of the RSUs will vest immediately.
- The RSUs may be settled in common stock or cash at the Board's discretion.
PodcastOne, Inc. announced that CFO Ryan Carhart is departing to pursue other opportunities, effective May 1, 2026. Craig Christensen has been appointed as the Interim CFO, Treasurer, and Secretary for both the Company and its parent, LiveOne, Inc.
🚩 Red Flags
- Interim CFO appointment during the critical period for filing the Annual Report (10-K) for the fiscal year ended March 31, 2026.
- The CFO role is being filled via a month-to-month consulting agreement rather than a direct employment contract.
- Shared executive leadership between the micro-cap subsidiary (PODC) and its parent company (LiveOne).
📋 Key Facts
- Ryan Carhart notified the company of his departure on April 28, 2026, effective May 1, 2026.
- Craig Christensen, age 48, appointed as Interim CFO, Interim Treasurer, Interim Secretary, and Principal Accounting Officer.
- Christensen will also hold these interim roles at the parent company, LiveOne, Inc. (LVO).
- Compensation for the interim role is set at a weekly fee of $6,250 under a month-to-month consulting agreement.
- Equity incentives include 10,000 LiveOne shares for filing the FY ended March 31, 2026, 10-K and 5,000 shares for the June 30, 2026, 10-Q.
- The company and Christensen will discuss a potential transition to a full-time role within 90 days.
PodcastOne, Inc. announced preliminary unaudited financial results for its fiscal year and fourth quarter ended March 31, 2026. The company is currently finalizing its financial closing procedures and expects final results to be released in its upcoming Annual Report.
📋 Key Facts
- Preliminary results cover the fiscal year and quarter ended March 31, 2026.
- The announcement includes non-GAAP financial measures, specifically EBITDA.
- The company's independent auditor is Macias Gini & O'Connell LLP (MGO).
- Results are based on currently available information and are subject to change during the final audit process.
PodcastOne, Inc. has amended its 2022 Equity Incentive Plan to increase the number of shares available for issuance by 2,000,000 shares. This amendment was approved by the Board on April 8, 2026, and is subject to final stockholder approval at the 2026 annual meeting.
🚩 Red Flags
- Potential dilution of existing shareholders by 2,000,000 shares upon the granting and vesting of new equity awards.
📋 Key Facts
- The Board of Directors approved the amendment to the 2022 Equity Incentive Plan on April 8, 2026.
- The amendment increases the common stock reserve under the plan by 2,000,000 shares.
- The increase is contingent upon obtaining stockholder approval at the 2026 annual meeting.
- The filing was signed by CFO Ryan Carhart on April 10, 2026.
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the third quarter and nine months ended December 31, 2025. The filing also notes a scheduled business update conference call held on February 12, 2026.
📋 Key Facts
- Reported results cover the third quarter and nine months ended December 31, 2025.
- The company issued two press releases: one regarding financial highlights (Exhibit 99.1) and one regarding a business update webcast (Exhibit 99.2).
- A conference call/webcast was scheduled for February 12, 2026, to discuss results.
PodcastOne, Inc. issued a press release announcing preliminary unaudited financial results for the fiscal quarter and nine months ended December 31, 2025. The company noted that these figures are subject to change as final closing procedures are completed.
🚩 Red Flags
- Preliminary results are subject to change and may vary from final GAAP financial statements
📋 Key Facts
- Report date: January 23, 2026
- Reporting period: Fiscal quarter and nine months ended December 31, 2025
- Results are preliminary, unaudited, and based on currently available information
- Independent auditor Macias Gini & O’Connell LLP (MGO) has not reviewed or audited these preliminary results
- The company is an emerging growth company
PodcastOne, Inc. filed an 8-K to furnish a Corporate Presentation intended for distribution to the investment community at industry conferences. The filing includes standard forward-looking statement disclaimers and references previous financial filings.
🚩 Red Flags
- Forward-looking statements explicitly mention risks regarding the company's ability to continue as a going concern.
- Mention of potential risks related to LiveOne's reliance on its largest OEM customer for substantial revenue.
- Risks noted regarding the ability to repay indebtedness when due and maintaining compliance with financial covenants.
📋 Key Facts
- The company is distributing its 'Corporate Presentation' (Exhibit 99.1) to investors and conference attendees.
- The presentation is furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 liability.
- The filing was signed by CFO Ryan Carhart on November 26, 2025.
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the second quarter and six months ended September 30, 2025. The filing also references a business update conference call held on November 11, 2025.
📋 Key Facts
- Company announced Q2 and first half 2025 operating and financial highlights on November 11, 2025.
- The company conducted a business update and results discussion via conference call/webcast on November 11, 2025.
- Reporting period covered through September 30, 2025.
PodcastOne, Inc. issued a press release announcing preliminary unaudited financial results for the fiscal quarter ended September 30, 2025. The company noted that these figures are estimates and subject to change as closing procedures are finalized.
🚩 Red Flags
- Results are unaudited and subject to change upon completion of closing procedures
- Management warns against undue reliance on the preliminary estimates
📋 Key Facts
- Announcement date: October 1, 2025
- Reporting period: Fiscal quarter ended September 30, 2025
- Nature of results: Preliminary and unaudited estimates
- Auditor mentioned: Macias Gini & O’Connell LLP (MGO) has not reviewed or audited these preliminary figures
- The company is an emerging growth company
PodcastOne, Inc. held its 2025 Annual Meeting of Stockholders on September 8, 2025. The meeting resulted in the election of seven directors and the ratification of Macias Gini & O’Connell, LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on September 8, 2025.
- All seven nominees were elected to the Board of Directors, including Robert S. Ellin and James Berk.
- Shareholders ratified the appointment of Macias Gini & O’Connell, LLP as independent registered public accounting firm for fiscal year ending March 31, 2026.
- Proposal to adjourn the meeting was approved by shareholders.
PodcastOne, Inc. has filed an 8-K to distribute its Corporate Presentation to the investment community via various conferences and industry events. The filing includes standard forward-looking statement disclosures and cautions regarding business risks.
🚩 Red Flags
- Explicit mention in the forward-looking statements section regarding 'PodcastOne’s ability to continue as a going concern.'
- Mention of risks related to LiveOne's ability to repay indebtedness and satisfy conditions for convertible debentures financing.
- Risks associated with potential legal proceedings.
📋 Key Facts
- The company intends to present/distribute its Corporate Presentation (Exhibit 99.1) at upcoming industry conferences.
- The presentation is being furnished under Item 7.01 (Regulation FD Disclosure).
- The filing was signed by CFO Ryan Carhart on August 21, 2025.
PodcastOne, Inc. issued an 8-K to announce its operating and financial highlights for the first quarter ended June 30, 2025. The filing also references a business update conference call scheduled for August 13, 2025.
📋 Key Facts
- Company reported results for the first quarter ended June 30, 2025.
- Operating and financial highlights were released via press release on August 13, 2025.
- A business update conference call/webcast was scheduled for August 13, 2025.
- The filing is categorized under Item 2.02 (Results of Operations) and Item 7.01 (Regulation FD Disclosure).
PodcastOne, Inc. issued a press release announcing preliminary unaudited financial results for the fiscal quarter ended June 30, 2025. The company noted that these figures are subject to change as final closing procedures are completed.
🚩 Red Flags
- Preliminary results may vary from final GAAP-compliant financial statements once closing procedures are complete.
📋 Key Facts
- Preliminary financial results announced for the fiscal quarter ended June 30, 2025.
- Results are unaudited and prepared by management without review or compilation by independent auditor Macias Gini & O’Connell LLP (MGO).
- The company is still in the process of finalizing its financial closing procedures.
PodcastOne, Inc. entered into new two-year employment agreements with its current President, Kit Gray, and Chief Revenue Officer, Sue McNamara, effective June 1, 2025.
🚩 Red Flags
- Significant equity compensation (RSUs) being granted to key executives, which may lead to future dilution.
- Performance-based RSU vesting tied to specific stock price targets ($3.50, $5.00, $10.00) can create misalignment if management focuses on short-term price manipulation.
📋 Key Facts
- Kit Gray (President) signed a 2-year agreement starting June 1, 2025, with an annual salary of $375,000 and target bonus of 100% of base salary.
- Kit Gray granted 700,000 Company RSUs and 150,000 LiveOne (parent company) RSUs with performance-based vesting triggers at stock prices of $3.50, $5.00, and $10.00.
- Sue McNamara (CRO) signed a 2-year agreement starting June 1, 2025, with an annual salary of $325,000 and target bonus of 100% of base salary.
- Sue McNamara granted 150,000 Company RSUs and 25,000 LiveOne RSUs.
- Both agreements include change-of-control acceleration clauses (50% vesting) and termination benefits including 6 months of salary and full equity acceleration if terminated without cause or for good reason.
PodcastOne, Inc. issued a press release announcing its operating and financial highlights for the fourth quarter and fiscal year ended March 31, 2025.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended March 31, 2025.
- Filing date: June 18, 2025.
- The filing is a routine announcement of financial results under Item 2.02.
PodcastOne, Inc. issued a press release announcing preliminary unaudited financial results for the fiscal year and quarter ended March 31, 2025. The company noted that these estimates are subject to change as final closing procedures are completed.
🚩 Red Flags
- Results are unaudited and subject to significant change upon completion of closing procedures.
- Reliance on non-GAAP measures (EBITDA) which may vary from GAAP standards.
📋 Key Facts
- Preliminary financial results announced for fiscal year and quarter ended March 31, 2025.
- Results are unaudited and based on currently available information as of April 16, 2025.
- Financial closing procedures for the period are not yet complete.
- The company utilizes EBITDA as a non-GAAP financial measure in its preliminary reporting.
PodcastOne, Inc. announced a change in its executive leadership effective February 19, 2025. Ryan Carhart has been appointed as the new CFO, Treasurer, Secretary, and Principal Accounting Officer, succeeding Aaron Sullivan.
🚩 Red Flags
- Succession of CFO and Principal Accounting Officer roles simultaneously (though common in micro-caps, it increases operational concentration).
📋 Key Facts
- Effective Date: February 19, 2025.
- Outgoing Officer: Aaron Sullivan (Executive Vice President, CFO, Treasurer, and Secretary) is leaving to pursue other opportunities.
- Incoming Officer: Ryan Carhart (previously VP and Controller) appointed as CFO, Treasurer, Secretary, and Principal Accounting Officer.
- The company stated Mr. Sullivan's departure was not due to any dispute with the Company.
- Mr. Carhart also holds similar positions at the parent company, LiveOne, Inc.
PodcastOne, Inc. has filed an 8-K to furnish a Corporate Presentation intended for distribution to the investment community and use at industry conferences.
🚩 Red Flags
- Forward-looking statements explicitly mention 'PodcastOne’s ability to continue as a going concern' as a risk factor, though this is standard cautionary language in the context of an investor presentation.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- The company intends to utilize the attached Corporate Presentation (Exhibit 99.1) at various industry conferences.
- The presentation contains forward-looking statements regarding growth strategy and content development.
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the third quarter and nine months ended December 31, 2024. The filing also references a prior press release regarding a business update conference call held on February 12, 2025.
📋 Key Facts
- Company issued results for Q3 and nine months ended Dec 31, 2024 via Exhibit 99.1.
- The filing includes a reference to a business update conference call/webcast held on February 12, 2025 (Exhibit 99.2).
- Reported by CFO Aaron Sullivan.
PodcastOne, Inc. entered into a three-year Enterprise Service and Advertising Agreement with ART19 LLC (an Amazon subsidiary) to migrate its podcast network to the ART19 hosting platform.
🚩 Red Flags
- Performance-based termination risk: The agreement can be terminated if the Company's podcast impressions fall below certain levels, creating operational pressure to maintain scale.
📋 Key Facts
- Agreement term: Three years.
- Counterparty: ART19 LLC, a subsidiary of Amazon.com, Inc.
- Minimum Guarantee: $15.0 million over the term of the agreement.
- Variable Compensation: Potential for additional payments based on achieving minimum impression thresholds and a revenue share split based on gross sales revenue.
- Termination Clause: Includes provisions for uncured material breach or if total impressions fall below a specified minimum level.
PodcastOne, Inc. filed an 8-K to furnish a Corporate Presentation intended for distribution to the investment community and industry conferences. The filing includes standard forward-looking statement disclaimers regarding various operational and financial risks.
🚩 Red Flags
- Forward-looking statements explicitly mention risks regarding 'PodcastOne’s ability to continue as a going concern'.
- Mention of potential difficulties in extending or refinancing indebtedness.
- Reliance on a single large OEM customer for a substantial percentage of revenue.
📋 Key Facts
- The company is distributing its 'Corporate Presentation' (Exhibit 99.1) to investors and at conferences.
- The presentation is furnished but not 'filed' for purposes of Section 18 liability under the Exchange Act.
- The filing was signed by CFO Aaron Sullivan on January 16, 2025.
PodcastOne, Inc. filed an 8-K to distribute its Corporate Presentation under Regulation FD. While the filing is primarily a routine disclosure of marketing materials, it contains explicit forward-looking warnings regarding the company's ability to continue as a going concern.
🚩 Red Flags
- Explicit mention of risks regarding 'PodcastOne’s ability to continue as a going concern' within the forward-looking statements disclaimer.
- Mention of risks related to the ability to extend or refinance indebtedness and repay debt when due.
- Risks associated with reliance on a single largest OEM customer for a substantial percentage of revenue.
📋 Key Facts
- The filing was made on December 17, 2024.
- Company intends to use the attached Corporate Presentation (Exhibit 99.1) for industry conferences and investor communications.
- The presentation is furnished but not 'filed' under Section 18 of the Exchange Act.
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the second quarter and six months ended September 30, 2024. The filing also references a previous press release regarding a business update conference call.
📋 Key Facts
- Company released Q2 and first half 2024 financial results on November 7, 2024.
- The company held/announced a business update webcast related to these results.
- Filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Conference Call announcement).
PodcastOne, Inc. announced the resignation of Craig Foster from its Board of Directors, effective October 4, 2024. Mr. Foster served on both the Audit Committee and the Nominating and Corporate Governance Committee.
🚩 Red Flags
- Loss of board member serving on key oversight committees (Audit and Nominating/Governance).
📋 Key Facts
- Craig Foster resigned from the Board of Directors effective October 4, 2024.
- Mr. Foster was a member of the Audit Committee and the Nominating and Corporate Governance Committee.
- The resignation is not due to any disagreement with the Company regarding operations, policies, or practices.
- The Company plans to fill the vacancy by appointing existing independent Board members to his committee roles while searching for a new candidate.
PodcastOne, Inc. held its 2024 Annual Meeting of Stockholders on September 12, 2024. The meeting resulted in the successful election of eight directors and the ratification of Macias Gini & O’Connell, LLP as the independent auditor.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Annual Meeting held on September 12, 2024.
- All eight nominees for the Board of Directors were elected, including Robert S. Ellin and James Berk.
- Proposal to ratify Macias Gini & O’Connell, LLP as independent auditor for fiscal year ending March 31, 2025 was approved with 21,558,531 votes 'For'.
- Shareholders approved the adjournment of the meeting to allow for further proxy solicitation if necessary.
PodcastOne, Inc. filed an 8-K to furnish a Corporate Presentation intended for distribution to the investment community and at industry conferences. The filing includes standard forward-looking statement disclaimers regarding company risks.
🚩 Red Flags
- Explicit mention of risk regarding 'the Company’s ability to continue as a going concern' within the forward-looking statements disclaimer.
- Mention of reliance on one key customer for a substantial percentage of revenue (noted in relation to LiveOne/Company context).
- Risks associated with maintaining compliance with financial and other covenants.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- Company intends to use the attached Corporate Presentation for investor relations and conference presentations.
- The presentation is 'furnished' rather than 'filed', meaning it is not subject to certain liabilities under Section 18 of the Exchange Act.
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the first quarter ended June 30, 2024. The filing includes press releases regarding quarterly results and a business update conference call.
📋 Key Facts
- Company released Q1 2024 operating and financial highlights on August 13, 2024.
- The company held/announced a business update and audio webcast on August 7, 2024, to discuss results for the quarter ended June 30, 2024.
- Filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Conference Call announcement).
PodcastOne, Inc. issued a press release announcing preliminary unaudited financial results for the fiscal quarter ended June 30, 2024.
🚩 Red Flags
- Preliminary results are unaudited and subject to significant variation once final closing procedures are complete.
📋 Key Facts
- The company is in the process of finalizing its Q2 2024 financial results (ended June 30, 2024).
- Results are preliminary, unaudited, and subject to change as closing procedures are completed.
- The information was prepared by management and has not been reviewed or audited by the company's independent auditor, Macias Gini & O’Connell LLP (MGO).
PodcastOne, Inc. issued an 8-K to announce its operating and financial highlights for the fourth quarter and fiscal year ended March 31, 2024. The filing serves as a formal mechanism to furnish quarterly results via press release.
📋 Key Facts
- Reported date: May 30, 2024
- Reporting period: Fourth quarter and fiscal year ended March 31, 2024
- The filing includes operating and financial highlights as detailed in Exhibit 99.1
- Company is an emerging growth company
PodcastOne, Inc. announced the election of Jon Merriman to its Board of Directors, effective May 21, 2024. Mr. Merriman is an independent director with extensive experience in investment banking and corporate turnarounds.
📋 Key Facts
- Jon Merriman elected as a director effective May 21, 2024.
- Mr. Merriman has been determined to be an 'independent' director under Nasdaq Listing Rules.
- Merriman brings over 35 years of experience in investment banking and brokerage.
- He currently serves as Chief Business Officer for B. Riley Financial.
- Compensation will follow the standard annual package provided to non-employee directors.
PodcastOne, Inc. issued a press release containing preliminary unaudited financial results for the fiscal quarter and fiscal year ended March 31, 2024. The company noted that these figures are subject to change as closing procedures are finalized.
🚩 Red Flags
- Preliminary/unaudited nature of reported financial data increases volatility and risk of future restatements if errors are found during final audit.
📋 Key Facts
- Preliminary financial results announced for fiscal quarter and fiscal year ended March 31, 2024.
- Results are unaudited and prepared by management without review or compilation by independent auditor Macias Gini & O’Connell LLP (MGO).
- The company included non-GAAP EBITDA measures in the preliminary results.
- Final audited results may vary from these estimates once closing procedures are complete.
PodcastOne, Inc. announced the election of Carolyn Blackwood to its Board of Directors and issued a correction regarding podcast download metrics reported in their previous 10-Q filing.
🚩 Red Flags
- Inadvertent error in reporting key business metrics (podcast downloads) in a previous 10-Q filing.
- Significant downward revision of YoY growth for podcast downloads from +5% to -44%.
📋 Key Facts
- Carolyn Blackwood elected as an independent director effective March 29, 2024.
- Blackwood previously served as COO of Warner Bros. Motion Picture Group and President/CCO of New Line Cinema.
- The company is correcting a reporting error in the 'Key Business Metric' section of its 10-Q for the quarter ended Dec 31, 2023.
- Corrected data shows podcast downloads for the nine months ended Dec 31, 2023 were 590,412,840 (a 44% YoY decrease) vs. the previously reported 309,635,414.
PodcastOne, Inc. filed an 8-K to furnish a Corporate Presentation intended for distribution to the investment community and at industry conferences.
🚩 Red Flags
- Forward-looking statements explicitly mention risks related to 'the Company’s ability to continue as a going concern' and the need to 'obtain additional capital, including to fund the Company’s and/or LiveOne’s current debt obligations'.
📋 Key Facts
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
- The company intends to use the attached Corporate Presentation (Exhibit 99.1) for investor relations activities.
- The presentation contains forward-looking statements regarding growth strategies and technology roadmaps.
PodcastOne, Inc. filed an 8-K to announce its operating and financial highlights for the third quarter and nine months ended December 31, 2023. The filing also references a previous press release regarding an upcoming business update conference call.
📋 Key Facts
- Company released Q3 and nine-month results for the period ending December 31, 2023.
- The company scheduled a business update and financial results discussion via conference call/webcast for February 8, 2024.
- Filing includes Exhibit 99.1 (Press Release) and Exhibit 99.2 (Conference Call Announcement).
PodcastOne, Inc. announced the appointment of Aaron Sullivan as full-time Chief Financial Officer, Treasurer, and Secretary, effective January 24, 2024. Mr. Sullivan has been serving in an interim capacity since December 31, 2021.
🚩 Red Flags
- None identified; this is a transition from interim to permanent leadership.
📋 Key Facts
- Aaron Sullivan appointed as CFO, Treasurer, and Secretary effective Jan 24, 2024.
- Sullivan had been serving as Interim CFO since Dec 31, 2021.
- The appointment is linked to his roles within the parent company, LiveOne, Inc.
- Compensation details are contained in an employment agreement filed by the parent company, LiveOne, Inc.