8-K
PodcastOne, Inc. (PODC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):July 6, 2023
COURTSIDE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-269028 | 35-2503373 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
335 N. Maple Drive Suite 127
Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
(310) 858-0888
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
As previously reported in LiveOne, Inc.’s (“LiveOne”) Current Report on Form 8-K, filed with the SEC on July 20, 2022 (File No. 001-38249), on July 15, 2022, Courtside Group, Inc. (dba PodcastOne) (the “Company”), a wholly owned subsidiary of LiveOne, completed a private placement offering of the Company’s unsecured convertible notes with an original issue discount of 10% in the aggregate principal amount of $8,838,500 (the “Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8,035,000 pursuant to the Subscription Agreements entered into with the Purchasers.
Pursuant to the terms of the Notes, on July 6, 2023, the Company notified the Purchasers of its election to extend the maturity date of the remaining Notes to October 15, 2023 in connection with the Company’s continued efforts to consummate a direct listing of the Company’s shares of common stock on a national securities exchange.
Item 2.03 Creation ofa Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described under Item 1.01 above is incorporated by reference in this Item 2.03.
Item 3.02 UnregisteredSales of Equity Securities.
The information described under Item 1.01 above is incorporated by reference in this Item 3.02.
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COURTSIDE GROUP, INC. | ||
|---|---|---|
| Dated: July 11, 2023 | By: | /s/ Robert S. Ellin |
| Name: | Robert S. Ellin | |
| Title: | Executive Chairman |