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PODC on Nasdaq

PodcastOne, Inc.

PodcastOne, Inc. is an American computer programming, data processing services company.1 It is headquartered in Beverly Hills, California.1

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Last updated Oct 21, 2026.

Overview

$61.7MRevenue, fiscal 20262
-$2.6MNet income, fiscal 20262

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  • TickerPODC on Nasdaq1
  • IndustryServices-Computer Programming, Data Processing, Etc.1
  • HeadquartersBeverly Hills, California1
  • Incorporated inDE3
  • Business address345 North Maple Drive, Suite 295, Beverly Hills, Ca 902103
  • Filer category, Emerging growth company3
  • Legal formCorporation

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PodcastOne, Inc. (the “Company,” “PodcastOne,” “we,” “us” or “our”) is a leading podcast platform and publisher that makes its content available to audiences via all podcasting distribution platforms, including PodcastOne’s website (www.podcastone.com), Apple Podcasts, Spotify, Amazon Music and more. We are a majority owned subsidiary of LiveOne, Inc., a Delaware corporation and a Nasdaq-listed company (“LiveOne”). We have recently been ranked as high as #8 on the list of Top Podcast Publishers by the podcast metric company Podtrac.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-4.3%Operating margin2
-4.3%Net margin2
18.3%Revenue growth, 20262
-15.5%Return on equity2
$2.4MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue88¢$54.1M
  • Research and development0¢$46.0K
  • Other costs12¢$7.5M

Out of $61.7M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2026

  • Capital spending1¢$22.0K
  • Kept or used elsewhere99¢$2.4M

Out of $2.5M of cash from operations.2

Financial statements

Revenue562$61.7M in 2026+78% since 2023
0$20.0M$40.0M$60.0M$80.0M2023: $34.6M$34.6M20232024: $43.3M$43.3M2024+25%2025: $52.1M$52.1M2025+20%2026: $61.7M$61.7M2026+18%
Operating income562-$2.6M in 2026+44% since 2023
-$8.0M-$6.0M-$4.0M-$2.0M02023: -$1.8M-$1.8M20232024: -$5.0M-$5.0M2024+173%2025: -$6.4M-$6.4M2025+28%2026: -$2.6M-$2.6M2026−59%
Net income562-$2.6M in 2026−62% since 2023
-$15.0M-$10.0M-$5.0M02023: -$7.0M-$7.0M20232024: -$14.7M-$14.7M2024+111%2025: -$6.5M-$6.5M2025−56%2026: -$2.6M-$2.6M2026−59%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2026-03-312025-03-31
Revenue:$61.7M$52.1M
Cost of sales$54.1M$47.4M
Sales and marketing$3.2M$3.5M
Product development$46.0K$52.0K
General and administrative$6.4M$6.2M
Impairment of intangible and fixed assets$0$334.0K
Amortization of intangible assets$573.0K$1.1M
Total operating expenses$64.3M$58.6M
Loss from operations-$2.6M-$6.4M
Other expense-$2.0K$0
Total other expense, net-$2.0K$0
Total loss before income taxes-$2.6M-$6.4M
Provision for income taxes$0$24.0K
Net loss-$2.6M-$6.5M
Net loss per share basic and diluted (in dollars per share)-$0.10-$0.26
Weighted average common shares basic and diluted (in shares)26.6M shares24.4M shares

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Corporate structure

PodcastOne, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of PodcastOne, Inc.

  • LiveOne, Inc. Filed SCHEDULE 13D/A on PodcastOne, Inc., latest Sep 22, 2026 (4 filings since Aug 15, 2025)
  • Galloway Capital Partners, LLC Filed SCHEDULE 13D/A on PodcastOne, Inc., latest Nov 14, 2025 (2 filings since Apr 14, 2025)
  • PodcastOne, Inc. Beverly Hills, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What PodcastOne, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$405.0K2 Mar 31, 2026$1.2M2 Mar 31, 2025−65.7%
Accumulated depreciation$201.0K2 Mar 31, 2026$1.1M2 Mar 31, 2025−82.1%
Property and equipment, net$204.0K2 Mar 31, 2026$59.0K2 Mar 31, 2025+245.8%
Operating-lease assets (leased space)$166.0K2 Mar 31, 2026$02 Mar 31, 2025

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.5M2 Mar 31, 2026$1.1M2 Mar 31, 2025+225.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$12.0M2 Mar 31, 2026$12.0M2 Mar 31, 20250%
Intangible assets, net (excluding goodwill)$613.0K2 Mar 31, 2026$1.2M2 Mar 31, 2025−48.3%
Finite-lived intangibles, gross$4.2M2 Mar 31, 2026$4.2M2 Mar 31, 20250%
Accumulated amortization$3.6M2 Mar 31, 2026$3.1M2 Mar 31, 2025+18.8%
Finite-lived intangibles, net$613.0K2 Mar 31, 2026$1.2M2 Mar 31, 2025−48.3%

Properties, in its own words

PodcastOne leases its Los Angeles premises located at 345 North Maple Drive, Suite 295, Beverly Hills, CA 90210 consisting of approximately 1,398 square feet of office and podcast studio space under a lease agreement expiring in November 2027. We believe that this property is in good condition and suitable for the conduct of our business. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

Item 2 of the 10-K filed Jun 29, 2026.4

Leadership

Who has led PodcastOne, Inc., and when. Pick a name to see everywhere that person has worked.

Chair

  1. Robert S. Ellin2024

President

  1. Christopher Gray2024–now

Chief financial officer

  1. Aaron Sullivan2024
  2. Craig A. Christensen2026–now
2025
Board members and other officers (8)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Kit Gray is the President.Kit Gray named Jul 29, 2022 to Sep 22, 202322
  • Jim Ballas is the Chief Technology OfficerJim Ballas named Jul 29, 202223
  • DirectorCraig S. Foster named Sep 22, 202322

Former names

  • Courtside Group, Inc.Jul 29, 2022 to Sep 22, 20233

Timeline

  1. Sep 23, 20268-K Shareholder vote24
  2. Aug 12, 20268-K Results of operations; Regulation FD disclosure25
  3. Jun 24, 20268-K Results of operations; Regulation FD disclosure26
  4. May 12, 20268-K Unregistered sale of shares; Executive or director change27
  5. May 1, 20268-K Executive or director change; Regulation FD disclosure28
  6. Apr 29, 20268-K Results of operations; Regulation FD disclosure29
  7. Apr 10, 20268-K Executive or director change30
  8. Feb 12, 20268-K Results of operations; Regulation FD disclosure31
  9. Jan 23, 20268-K Results of operations; Regulation FD disclosure32
  10. Nov 26, 20258-K Regulation FD disclosure33
  11. Nov 12, 20258-K Results of operations; Regulation FD disclosure34
  12. Oct 1, 20258-K Results of operations; Regulation FD disclosure35

Calendar

Coming up

  1. Nov 10, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.04) a share, on Nov 11, 2025.36

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results25
  2. Jun 24, 2026Reported quarterly or annual results26
  3. Apr 29, 2026Reported quarterly or annual results29
  4. Feb 12, 2026Reported quarterly or annual results31
  5. Jan 23, 2026Reported quarterly or annual results32
  6. Nov 12, 2025Reported quarterly or annual results34
  7. Oct 1, 2025Reported quarterly or annual results35
  8. Aug 13, 2025Reported quarterly or annual results37

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

217 filings to the SEC since October 2021: 3 annual reports, 10 quarterly reports, 50 major events, 98 insider forms, 6 large holders, 2 private raises, 48 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 1, 20264 EDGAR
  3. Sep 28, 20264 EDGAR
  4. Sep 23, 20268-K CURRENT REPORT EDGAR
  5. Sep 22, 2026SCHEDULE 13D/A EDGAR
  6. Sep 21, 20264 EDGAR
  7. Sep 21, 20264 EDGAR
  8. Sep 18, 20264 EDGAR
  9. Aug 25, 20264 EDGAR
  10. Aug 17, 20264 EDGAR
  11. Aug 14, 202610-Q EDGAR
  12. Aug 12, 20268-K CURRENT REPORT EDGAR
  13. Jul 28, 20264 EDGAR
  14. Jul 28, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  15. Jul 28, 2026DEF 14A PROXY STATEMENT EDGAR
  16. Jun 29, 202610-K EDGAR
  17. Jun 24, 20268-K CURRENT REPORT EDGAR
  18. Jun 16, 2026S-8 REGISTRATION STATEMENT EDGAR
  19. Jun 9, 2026424B7 PROSPECTUS SUPPLEMENT EDGAR
  20. May 26, 20264 EDGAR

The 217 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

53 open-market trades by officers, directors and large owners since October 2021: 53 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 24, 2026MERRIMAN D JONATHANDirectorBuy11,000$2.21$24.3KForm 4
Sep 18, 2026MERRIMAN D JONATHANDirectorBuy6,700$2.36$15.8KForm 4
Sep 16, 2026MERRIMAN D JONATHANDirectorBuy7,700$2.30$17.7KForm 4
Aug 21, 2026MERRIMAN D JONATHANDirectorBuy15,700$2.75$43.2KForm 4
Aug 17, 2026MERRIMAN D JONATHANDirectorBuy11,300$2.80$31.6KForm 4
Aug 14, 2026MERRIMAN D JONATHANDirectorBuy17,000$3.20$54.4KForm 4
May 22, 2026MERRIMAN D JONATHANDirectorBuy7,000$4.38$30.7KForm 4
Apr 17, 2026Carhart RyanSee RemarksBuy4,500$2.24$10.1KForm 4
Apr 17, 2026MERRIMAN D JONATHANDirectorBuy10,200$2.11$21.5KForm 4
Mar 23, 2026MERRIMAN D JONATHANDirectorBuy2,980$2.35$7.0KForm 4
Mar 12, 2026MERRIMAN D JONATHANDirectorBuy6,300$2.22$14.0KForm 4
Dec 16, 2025MERRIMAN D JONATHANDirectorBuy6,100$2.08$12.7KForm 4
Dec 5, 2025MERRIMAN D JONATHANDirectorBuy5,700$2.16$12.3KForm 4
Nov 26, 2025MERRIMAN D JONATHANDirectorBuy7,373$2.47$18.2KForm 4
Nov 19, 2025MERRIMAN D JONATHANDirectorBuy11,000$2.20$24.2KForm 4
Nov 14, 2025MERRIMAN D JONATHANDirectorBuy10,700$2.16$23.1KForm 4
Sep 4, 2025MERRIMAN D JONATHANDirectorBuy10,000$1.58$15.8KForm 4
Aug 22, 2025MERRIMAN D JONATHANDirectorBuy11,100$1.49$16.5KForm 4
Aug 21, 2025MERRIMAN D JONATHANDirectorBuy5,700$1.49$8.5KForm 4
Mar 31, 2025MERRIMAN D JONATHANDirectorBuy5,200$1.51$7.9KForm 4

All 53 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Kit Gray,50$375.0K$2.2M40
2026Sue McNamara,62$325.0K$652.2K40
2026Ryan Carhart,$6$640
2025President$375.0K$830.8K40
2025CRO$325.0K$498.7K40
2025former CFOTreasurer and Secretary$6$640

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Sep 8, 2023Raised $1.7 million in a private offering of equity Form D: 2 investors so far Form D
  2. Jul 15, 2022Raised $8 million in a private offering of debt Form D: 31 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 34. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Fmr LLC335,350$1.5M0.0%No change
Vanguard Capital Management LLC234,966$1.1M0.0%+119,227
Informed Momentum Co LLC181,514$811.4K0.1%New
Sei Investments Co107,524$480.6K0.0%New
Jane Street Group, LLC88,558$395.9K0.0%+60,213
Geode Capital Management, LLC74,718$334.1K0.0%−18,091
BlackRock, Inc.62,680$280.2K0.0%+5,037
Renaissance Technologies LLC29,903$133.7K0.0%New
Vanguard Fiduciary Trust Co29,678$132.7K0.0%No change
Citadel Advisors LLC28,608$127.9K0.0%New
Hillsdale Investment Management Inc.25,025$111.9K0.0%New
Quadrature Capital Ltd23,530$105.2K0.0%New
Bridgeway Capital Management, LLC23,000$102.8K0.0%+10,300
XTX Topco Ltd22,738$101.6K0.0%New
Dimensional Fund Advisors LP17,559$78.5K0.0%+2,800
Centiva Capital, LP16,890$75.5K0.0%−15,713
Frec Markets, Inc.15,876$71.0K0.0%−730
Northern Trust Corp14,391$64.3K0.0%−369
Marshall Wace, Llp12,460$55.7K0.0%New
State Street Corp11,287$50.5K0.0%No change
Permanens Capital L.P.10,000$44.7K0.0%−125,238
International Assets Investment Management, LLC9,700$40.8K0.0%−7,000
Integrated Wealth Concepts LLC7,160$32.0K0.0%New
NewEdge Advisors, LLC6,383$28.5K0.0%−82,072
Morgan Stanley3,106$13.9K0.0%+632

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How PodcastOne, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPodcastOne, Inc.1
  • CIK0001940177
  • Employer ID (EIN)35-25033734
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsMarch 311
  • Industry code (SIC)7370 Services-Computer Programming, Data Processing, Etc.1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address345 North Maple Drive, Suite 295, Beverly Hills, CA 902101
  • Phone310-858-08881
  • Shares outstanding30,252,696 as of Aug 12, 20269
  • Public float$12.3M as of Sep 30, 20254
  • AuditorMacias Gini & O’Connell LLP, Los Angeles, CA PCAOB ID 324; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJul 29, 20221
  • Filings217 in all: 4 (85), 8-K (50), 3 (13), 10-Q (10), CORRESP (8), UPLOAD (5), EFFECT (4), S-1/A (4)1
    All 28 form types

    SCHEDULE 13D/A (4), 10-K (3), DEF 14A (3), DEFA14A (3), S-3/A (3), S-8 (3), 424B3 (2), D (2), NT 10-Q (2), S-3 (2), SCHEDULE 13D (2), 424B2 (1), 424B7 (1), 8-A12B (1), CERT (1), DEL AM (1), NT 10-K (1), POS AM (1), S-1 (1), SP 15D2 (1)

  • Latest filingsAnnual report (10-K) Jun 29, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Jul 28, 2026
    Latest 8-K (8-K) Sep 23, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.00001 par value per sharePODCNASDAQ

From the cover page of the 10-K filed Jun 29, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks PodcastOne, Inc. names in Item 1A of its 10-K filed Jun 29, 2026: 73 risks under these headings, as written.4

  • Risks Related to Our Business and Industry
  • Risks Related to Our Company
  • Risks Related to Our Relationship with LiveOne and its Indebtedness
  • Risks Related to Technology and Intellectual Property
  • Risks Related to Our Acquisition Strategy
  • Risks Related to the Ownership of Our Common Stock
  • We have incurred significant operating and net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future.
  • We may require additional capital, including to fund our and/or LiveOne’s current debt obligations and to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable to us or at all and which depends on many factors beyond our control.
  • If LiveOne does not comply with the terms of its Debentures its senior lenders may terminate its obligations to LiveOne and require LiveOne and/or us to repay all outstanding amounts owed thereunder.
  • Our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of shares of our common stock and penny stock trading.
  • There is substantial doubt about our ability to continue as a going concern.
  • We face and will continue to face competition for ad-supported listening time.
The other 67 risks
  • Our business is dependent upon the performance of our podcasts and their talent.
  • Significant up-front and/or minimum guarantees required under certain of our podcast license agreements may limit our operating flexibility and may adversely affect our business, operating results, and financial condition.
  • If we fail to increase the number of listeners consuming our podcast content, our business, financial condition and results of operations may be adversely affected.
  • Our revenue and operating results are highly dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns, can make it difficult to predict our revenue and could adversely affect our business.
  • Expansion of our operations to deliver additional podcasts subjects us to increased business, legal, financial, reputational, and competitive risks.
  • Increases in the costs in relation to podcast content creators, such as higher podcast MGs and/or talent revenue share compensation and costs of discovering and cultivating a top podcast content creator, may have an adverse effect on our business, financial condition and results of operations.
  • We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in adverse publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.
  • Our revenue model also depends in part on high impression volumes, the growth of which may not be sustained.
  • Our advertising sales depend on how our listener data is collected and how advertisers select their ad listener targeting in the future.
  • Our ability to attract and retain users is highly sensitive to rapidly changing public tastes in content providers and technology.
  • Emerging industry trends in digital advertising may pose challenges for our ability to forecast or optimize our advertising inventory, which may adversely impact our ad-supported revenue.
  • We are a party to many content acquisition and other license agreements that are complex and impose numerous obligations upon us which may make it difficult to operate our business, and a breach of such agreements could adversely affect our business, operating results and financial condition.
  • We face competition for users’ attention and time.
  • We face intense competition from competitors, and we may not be able to increase our revenues, which could adversely impact our business, financial condition and results of operations.
  • Our new platform features, services and initiatives, changes to existing features, services and initiatives could fail to attract users, content partners, advertisers and platform partners or generate revenue.
  • We face significant competition for advertiser and sponsorship spend.
  • The third-party services and software that we use are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm our reputation and our business.
  • We rely upon the Amazon Web Services (“AWS”) to operate certain aspects of our business and to store certain data, and any disruption of or interference with our use of the AWS could have a material adverse effect on our business, operating results, and financial condition.
  • Interruptions, delays or discontinuations in service arising from our own systems or from third parties could impair the delivery of our services and harm our business.
  • We rely upon the Google Cloud Platform to operate certain aspects of our business and to store certain data, and any disruption of or interference with our use of the Google Cloud Platform could have a material adverse effect on our business, operating results, and financial condition.
  • If we are unable to increase revenue from our services on mobile devices, such as smartphones, our results of operations may be materially adversely affected.
  • Negative media coverage could adversely affect our business.
  • Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of ad-supported users, premium subscribers and advertisers.
  • Our business emphasizes rapid innovation and prioritizes long-term user engagement over short-term financial condition or results of operations. That strategy may yield results that sometimes do not align with the market’s expectations. If that happens, our stock price may be negatively affected.
  • Podcast streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards we do not control. Changes in our services or those operating systems, hardware, networks, regulations, or standards, and our limitations on our ability to access those platforms, operating systems, hardware or networks may seriously harm our business.
  • If our security systems are breached, we may face civil liability, and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain, ad-supported users, advertisers, Content Providers and other business partners.
  • We are at risk of attempts at unauthorized access to our services, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results, and financial condition. Unauthorized access to our services may cause us to misstate key performance indicators, which once discovered, corrected, and disclosed, could undermine investor confidence in the integrity of our key performance indicators and could cause our stock price to drop significantly.
  • We are at risk of artificial manipulation of stream and download counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on our business, operating results and financial condition. Fraudulent streams may cause us to overstate key performance indicators, which once discovered, corrected and disclosed, could undermine investor confidence in the integrity of our key performance indicators and could cause our stock price to drop significantly.
  • Our listener metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.
  • We plan to expand into international markets in the 2027 fiscal year, which would subject us to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets, which could adversely affect our business, financial condition and results of operations.
  • Our success depends, in significant part, on discretionary consumer and corporate spending on entertainment and factors adversely affecting such spending could have a material adverse effect on our business, financial condition and results of operations.
  • We depend upon third-party licenses for sound recordings and an adverse change to, loss of, or claim that we do not hold any necessary licenses may materially adversely affect our business, operating results and financial condition.
  • We may be subject to risks associated with artificial intelligence and machine learning technology.
  • Advancements in AI Technology May Adversely Affect Our Business Model and Competitive Position.
  • Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business and our products.
  • If we do not respond to technological innovations or changes or upgrade our technology systems, our growth prospects and results of operations could be adversely affected.
  • We may face litigation and other risks as a result of the restatement of our previously issued financial statements and related matters.
  • We heavily depend on relationships with our content providers and other industry stakeholders and adverse changes in these relationships, could adversely affect our business, financial condition and results of operations.
  • We may incur substantially more debt or take other actions that would intensify the risks discussed in this Annual Report regarding our and/or LiveOne’s indebtedness.
  • LiveOne and/or our Company may not have sufficient cash flow from our and LiveOne’s business operations to make payments on its then current indebtedness and/or our indebtedness, if any.
  • We rely on key members of our management and the loss of their services or investor confidence in them could adversely affect our success, development and financial condition.
  • Unfavorable outcomes in legal proceedings may adversely affect our business, financial conditions and results of operations.
  • We will continue to incur significant increased costs as a result of operating as a public company.
  • Our quarterly operating results may be volatile and are difficult to predict in the future, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.
  • We may not be able to attract qualified personnel.
  • We engage a number of consultants to work for us. If the consultants that we utilize are characterized as employees and if we are deemed to be delinquent in our payroll taxes or incur other employment-related liabilities with respect to those consultants, we and our management team could incur significant liabilities.
  • Rising inflation may adversely affect us by increasing costs of labor, equipment and other costs beyond what we can recover through price increases.
  • Our corporate culture has contributed to our success, and if we cannot successfully maintain our culture as we assimilate new employees, we could lose the innovation, creativity and teamwork fostered by our culture.
  • LiveOne may not have the ability to repay the amounts then due under its Debentures at maturity. If LiveOne does not comply with the provisions of its Debentures agreements, the senior lenders may, among other things, terminate their obligations to LiveOne, accelerate its debt and/or require us to repay all outstanding amounts owed thereunder to and/or take possession of our assets and property constituting the collateral thereunder.
  • LiveOne’s debt agreements contain restrictive and financial covenants that may limit our operating flexibility, and LiveOne’s substantial indebtedness may limit cash flow available to us to invest in the ongoing needs of our business.
  • We are a “controlled company” within the meaning of the corporate governance standards of The Nasdaq Capital Market as a result of the completion of the Spin-Out. As a result, we qualify for, but do not currently intend to rely on exemptions from corporate governance standards, and accordingly, we intend for you to have the same protections afforded to stockholders of companies that are not a “controlled company” and are subject to all corporate governance requirements of The Nasdaq Capital Market.
  • We may have conflicts of interest with LiveOne and, because of (i) certain provisions in our Amended and Restated Certificate of Incorporation relating to related person transactions and corporate opportunities, (ii) agreements we have and will enter into with LiveOne in connection with our completed Direct Listing, and (iii) LiveOne’s controlling beneficial ownership interest in our Company, we may not be able to resolve such conflicts on terms favorable to us.
  • We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with LiveOne.
  • We may not be able to access the credit and capital markets at the times and in the amounts needed on acceptable terms.
  • LiveOne faces various risks related to its digital asset treasury strategy, and such risks may, among other things, negatively impact the price of LiveOne’s shares of common stock, which could result in LiveOne’s inability to raise additional capital, including to provide capital and/or intercompany loans to us that we may require from time to time, and which strategy exposes LiveOne to various risks and depends on many factors which are beyond our control.
  • We rely on integrations with advertising platforms, demand-side platforms (“DSPs”), proprietary platforms and ad servers, over which we exercise very little control.
  • We rely heavily on technology to distribute content and manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business.
  • We may be unable to adequately protect our intellectual property rights.
  • We may be accused of infringing upon intellectual property rights of third parties.
  • Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.
  • The success of our business and operations depends, in part, on the integrity of our systems and infrastructures, as well as affiliate and third-party computer systems, Wi-Fi and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on our business, financial condition and results of operations.
  • Privacy concerns could limit our ability to leverage our consumer subscriber data and compliance with privacy regulations could result in significant expense.
  • Our reputation and relationships with subscribers would be harmed if our premium subscriber data, particularly billing data, were to be accessed by unauthorized persons.
  • Regulatory and business practice developments relating to personal information of our users and/or failure to adequately protect the personal information of our users may adversely affect our business.
  • We can give no assurances as to when we will consummate any future acquisitions or whether we will consummate any of them at all.
  • A number of other companies are seeking to make acquisitions in our industry, which may make our acquisition strategy more difficult or expensive to pursue.
  • We may enter into acquisitions and take actions in connection with such transactions that could adversely affect our business and results of operations.
  • Risks Relating to the Ownership of Our Common Stock

Legal proceedings

We are from time to time, party to various legal proceedings arising out of our business. Certain legal proceedings in which we are involved are discussed in Note 8 - Commitments and Contingencies, to the consolidated financial statements included in Item 8. Financial Statement and Supplementary Data, and are incorporated herein by reference. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

The opening of Item 3, Legal Proceedings.4

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