PodcastOne, Inc.

During thethree-month period ended* March 31, 2025,no officer or director of our Company adopted any Rule10b5*-1 trading arrangement or any non-Rule10b5-1 trading arrangement within the meaning of Item408 of Regulation S-K promulgated under the Securities Act of1933, as amended.

On* May 19, 2025,LiveOne and our Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which (i) LiveOne sold to the Purchasers LiveOne’s Initial Debentures, and (ii) if certain conditions are satisfied as set forth in the SPA, including at leastone* of the Conditions, LiveOne* maysell at its option to the Purchasers LiveOne’s Additional Debentures, in a private placement transaction. The Debentures are convertible into shares of LiveOne’s common stock at the holder’s option at a conversion price of$2.10* per share, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations. The Initial Debentures mature on* May 19, 2028and accrue interest at11.75%* per year. Commencing with the calendar month of* August 2025 (subject to the following sentence), the holders of the Initial Debentures will have the right, at their option, to require LiveOne to redeem an aggregate of up to$100,000* of the outstanding principal amount of the Debentures per month. For the month of* August 2025,the holders maynot* submit a redemption notice for such a redemption prior to* August 18, 2025.Commencing from November 18, 2025, May 18, 2026and May 18, 2027,the holders of the Initial Debentures will have the right, at their option, to require LiveOne to redeem an aggregate of up to$150,000,* $250,000 and*$300,000,* respectively, of the outstanding principal amount of the Initial Debentures per month.

LiveOne’s obligations under the Debentures can be accelerated upon the occurrence of certain customary events of default. In the event of default and acceleration of LiveOne’s obligations, LiveOne would be required to pay the applicable prepayment amount described above. LiveOne’s obligations under the Debentures were guaranteed under a Subsidiary Guarantee, dated as of* May 19, 2025 (the “Subsidiary Guarantee”), by certain of its subsidiaries, including our Company, Slacker, Inc. and LiveXLive, Corp. (collectively, the “Guarantors”). LiveOne’s obligations under the Debentures and the Guarantors’ obligations under the Subsidiary Guarantee are secured under a Security Agreement (the “Security Agreement”) entered into on the May 19, 2025among LiveOne, our Company and the other Guarantors, certain Purchasers and JGB Collateral, LLC (the “Agent”) as agent for the Purchasers (the “Security Agreement”), by a lien on all of LiveOne’s, our Company’s and the other Guarantors’ assets, subject to certain exceptions. In addition, pursuant to the Security Agreement, LiveOne, our Company and the other Guarantors agreed to pay to the Agent a collateral monitoring fee on the outstanding principal balance of the Debentures at per annum rate of1%,* which fee shall accrue daily and shall be payable to the Agent in cash on the last business day of each calendar month. LiveOne must also maintain a specified minimum cash balance (as set forth in the Debentures) and maintain minimum amounts of liquidity.