UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On August 12, 2026, PodcastOne, Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the first quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On August 4, 2026, the Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss its operating and financial results for the first quarter ended June 30, 2026 on August 12, 2026. A copy of the press release is attached hereto as Exhibit 99.2.
The information included herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1* | Press release, dated August 12, 2026. | |
| 99.2* | Press release, dated August 4, 2026. | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith. |
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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.
| PODCASTONE, INC. | ||
| Dated: August 12, 2026 | By: | /s/ Craig Christensen |
| Name: | Craig Christensen | |
| Title: | Interim Chief Financial Officer | |
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Exhibit 99.1
PodcastOne (Nasdaq: PODC) Reports Record First Quarter 2027 Revenue of $16.1M; Adjusted EBITDA* of $1.6M (up 172% YoY)
LOS ANGELES, CA, August 12, 2026 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, today announced its record financial results for the first fiscal quarter (“Q1 Fiscal 2027”) ended June 30, 2026 of its fiscal year ending March 31, 2027 ("Fiscal 2027"). PodcastOne will host a conference call and webcast today, August 12, 2026, at 12:30 PM Eastern Time.
Q1 Financial & Operational Highlights
| ● | Revenue increased 8% YoY to record $16.1 million |
| ● | Adjusted EBITDA* increased $1.0 million YoY, reaching new record of $1.6 million |
| ● | Delivered 18M+ downloads and streams and 6M unique listeners in June |
| ● | Reached a record #6 ranking on Podtrac, surpassing Disney and others, further strengthening PodcastOne’s position as a leading U.S. podcast publisher |
| ● | Expanded our creator portfolio through the acquisitions of The Magnificent Others with Billy Corgan and Life Happens with Barb and Michelle |
| ● | Continued expanding PodcastOne content beyond the podcast feed through original programming, strategic partnerships, and entertainment properties including It’s Okay, We’re All Gonna Die, A&E’s The First 48, and House of Stassi. |
“Q1 Fiscal 2027 was a strong quarter for PodcastOne, and I’m incredibly proud of our team and the momentum we’ve built across the business,” said Kit Gray, President and Co-Founder of PodcastOne. “We delivered record quarterly revenue, reached our highest-ever Podtrac ranking at #6, and continued to expand our content portfolio, creator relationships, and distribution footprint. We have a number of exciting projects ahead, and we’re very optimistic about the opportunities in front of PodcastOne as we continue to grow.”
Q1 Fiscal 2027 vs Q1 Fiscal 2026 Results Summary (in $000’s, except per share; unaudited)
| Three Months Ended | ||||||||
| June 30 | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 16,125 | $ | 14,994 | ||||
| Operating loss | $ | (1,556 | ) | $ | (1,054 | ) | ||
| Total other expense | $ | (2 | ) | $ | - | |||
| Net loss | $ | (1,558 | ) | $ | (1,054 | ) | ||
| Adjusted EBITDA* | $ | 1,576 | $ | 580 | ||||
| Net loss per share basic and diluted | $ | (0.05 | ) | $ | (0.04 | ) | ||
Q1 Fiscal 2027 Earnings Conference Call and Webcast:
Date: Wednesday, August 12, 2026
Time: 12:30 p.m. Eastern Time (9:30 a.m. Pacific Time)
Webcast Link: Link: https://events.q4inc.com/attendee/425589710
Dial-in: +1 (833) 461-5787
International Dial-in: +44 808 196 8935
Conference Code: 425 589 710
About PodcastOne, Inc.
PodcastOne (NASDAQ: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E’s Cold Case Files, and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.
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Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures financing; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Use of Non-GAAP Financial Measures*
To supplement our consolidated financial statements, which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”), which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.
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We use Contribution Margin (Loss) and Adjusted EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.
Contribution Margin (Loss) is defined as Revenue less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation, and (c) amortization of developed technology. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, and (e) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.
With respect to projected quarter and full fiscal year 2027 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability, complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
For more information on these non-GAAP financial measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.
PodcastOne Press Contact:
Paul
Manley
[email protected]
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Financial Information
The tables below present financial results for the three months ended June 30, 2026 and 2025.
PodcastOne,
Inc.
Consolidated Statements of Operations (Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue: | $ | 16,125 | $ | 14,994 | ||||
| Operating expenses: | ||||||||
| Cost of sales | 14,223 | 13,555 | ||||||
| Sales and marketing | 783 | 879 | ||||||
| Product development | 12 | 12 | ||||||
| General and administrative | 2,505 | 1,477 | ||||||
| Impairment of intangible assets | - | - | ||||||
| Amortization of intangible assets | 158 | 125 | ||||||
| Total operating expenses | 17,681 | 16,048 | ||||||
| Loss from operations | (1,556 | ) | (1,054 | ) | ||||
| Other income (expense): | ||||||||
| Other income (expense) | (2 | ) | - | |||||
| Total other expense, net | (2 | ) | - | |||||
| Loss before provision for income taxes: | (1,558 | ) | (1,054 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net loss | $ | (1,558 | ) | $ | (1,054 | ) | ||
| Net loss per share – basic and diluted | $ | (0.05 | ) | $ | (0.04 | ) | ||
| Weighted average common shares – basic and diluted | 28,813,806 | 24,133,630 | ||||||
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PodcastOne,
Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands)
| June 30, | March 31, | |||||||
| 2026 | 2026 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 7,014 | $ | 3,509 | ||||
| Accounts receivable, net | 7,588 | 7,331 | ||||||
| Prepaid expense and other current assets | 137 | 231 | ||||||
| Total Current Assets | 14,739 | 11,071 | ||||||
| Property and equipment, net | 173 | 204 | ||||||
| Goodwill | 12,041 | 12,041 | ||||||
| Intangible assets, net | 455 | 613 | ||||||
| Related party receivable | 10,877 | 5,268 | ||||||
| Total Assets | $ | 38,285 | $ | 29,197 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 8,481 | $ | 6,932 | ||||
| Lease liabilities | 44 | 70 | ||||||
| Related party payable | 4,753 | 5,004 | ||||||
| Total Current Liabilities | 13,278 | 12,006 | ||||||
| Lease liabilities, non-current | 97 | 97 | ||||||
| Total Liabilities | 13,375 | 12,103 | ||||||
| Commitments and Contingencies | - | - | ||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, par value $0.00001, 10,000,000 shares authorized, no shares issued or outstanding as of June 30, 2026 and March 31, 2026, respectively | - | - | ||||||
| Common stock, $0.00001 par value; 100,000,000 shares authorized; 30,134,290 and 27,315,634 shares issued and outstanding as of June 30, 2026 and March 31, 2026, respectively | - | - | ||||||
| Additional paid in capital | 65,181 | 55,807 | ||||||
| Accumulated deficit | (40,271 | ) | (38,713 | ) | ||||
| Total stockholders’ equity | 24,910 | 17,094 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 38,285 | $ | 29,197 | ||||
6
PodcastOne,
Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Adjusted EBITDA* Reconciliation (Unaudited)
(In thousands)
| Non-Recurring | ||||||||||||||||||||||||||||
| Net | Depreciation | Employee | Other | Acquisition and | Other | |||||||||||||||||||||||
| Income | and | Stock-Based | Stock-Based | Realignment | (Income) | Adjusted | ||||||||||||||||||||||
| (Loss)* | Amortization | Compensation | Compensation | Costs (1)* | Expense (2)* | EBITDA* | ||||||||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| Total | $ | (1,558 | ) | $ | 164 | $ | 65 | $ | 2,832 | $ | 75 | $ | (2 | ) | $ | 1,576 | ||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| Total | $ | (1,054 | ) | $ | 152 | $ | 45 | $ | 1,420 | $ | 17 | $ | - | $ | 580 | |||||||||||||
| (1) | Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and non-recurring employee severance payments. |
| (2) | Other (income) expense above primarily includes interest expense, net and change in fair value of derivative liabilities. These are included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted EBITDA* to Loss. |
| * | See the definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release. |
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PodcastOne,
Inc.
Reconciliation of Non-GAAP Measure to GAAP Measure
Contribution
Margin* Reconciliation (Unaudited)
(In thousands)
| Three Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue: | $ | 16,125 | $ | 14,994 | ||||
| Less: | ||||||||
| Cost of sales | (14,223 | ) | (13,555 | ) | ||||
| Amortization of developed technology | - | (31 | ) | |||||
| Gross Profit | 1,902 | 1,408 | ||||||
| Add backs: | ||||||||
| Share-based compensation | 1,240 | 932 | ||||||
| Depreciation | 3 | 23 | ||||||
| Amortization of developed technology: | - | 31 | ||||||
| Contribution Margin | $ | 3,145 | $ | 2,394 | ||||
| * | See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release. |
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Exhibit 99.2
PodcastOne (Nasdaq: PODC) to Report First Quarter Fiscal 2027 Financial Results on August 12, 2026
Management to host conference call and webcast to discuss the results at 12:30 pm ET on that day
LOS ANGELES, Aug. 04, 2026 -- PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, announced today the planned earnings release date and conference call timing for its first quarter (“Q1 Fiscal 2027”) of its fiscal year ending March 31, 2027 (“Fiscal 2027”), along with the following:
| ● | PodcastOne expects to report continued year-over-year growth in revenue and Adjusted EBITDA, reflecting ongoing operational momentum. |
| ● | During the quarter, PodcastOne continued to grow organically and strengthen its balance sheet, and used stock-for-service deals to reduce cash obligations, resulting in increased stockholders' equity. |
PodcastOne plans to announce its full operating and financial results for Q1 Fiscal 2027 and host an investor webcast to discuss the results and provide a business update on Wednesday, August 12th, 2026 at 12:30 pm Eastern Time (9:30 am Pacific Time).
To access the conference call or webcast, please use the following information:
Date: |
Wednesday, August 12, 2026 |
| Time: | 12:30 pm ET (9:30 am PT) |
| Webcast Link: | https://events.q4inc.com/attendee/425589710 |
| Dial-in: | (833) 461-5787 |
| International Dial-in: | +44 808 196 8935 |
| Conference Code: | 425 589 710 |
About PodcastOne
PodcastOne (Nasdaq: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community of 200 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, A&E's Cold Case Files, and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion monthly impressions across all channels, including YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and follow us on Facebook, Instagram, YouTube, and X at @podcastone.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements,” which may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including: LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other transaction, the timing of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with industry stakeholders; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible debentures financing; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026, and in PodcastOne’s other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Press Contacts:
PodcastOne
Susan Madore
[email protected]
Investor Relations:
PodcastOne
[email protected]
Follow PodcastOne on social media: Facebook, Instagram, YouTube, and X at @podcastone.