PodcastOne Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuance of Unregistered Securities

Other than as set forth below and as reported in our Current Reports on Form 8-K, there have been no other sales or issuances of unregistered securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

During the nine months ended December 31, 2024, we issued 294,575 shares of our common stock valued at $0.5 million to various consultants. We valued these shares at prices between $0.96 and $2.22 per share, the market price of our common stock on the date of issuance.

During the nine months ended December 31, 2024, we issued 178,335 shares of our common stock valued at $0.3 million to employees. We valued these shares at prices between $0.89 and $4.39 per share, the market price of our common stock on the date of issuance.

During the nine months ended December 31, 2024, we issued 765,880 shares of our common stock valued at $1.5 million to Live One, Inc. We valued these share prices between $1.50 and $2.00 per share.

We believe the offers, sales and issuances of the securities described above were made in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder and involved a transaction by an issuer not involving any public offering. Each of the recipients of securities in any transaction exempt from registration either received or had adequate access, through employment, business or other relationships, to information about us.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

• Represents LiveOne’s repurchase program pursuant to which LiveOne may repurchase shares of its and/or our common stock.