LiveOne, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
LVO$2.45+5.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001437749-25-026903
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001437749-25-035107
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 127 previous paragraphs and 180 current paragraphs.
73 unchanged; 48 reworded; 38 added; 5 removed; 1 previous and 21 current paragraphs rearranged.
Tables are not compared: 19 previous and 37 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
Effective September 26, 2025, we effected a 1-for-10 reverse stock split of our issued and outstanding shares of common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 10 shares of our issued and outstanding pre-Reverse Stock Split shares of common stock were combined into one share of our common stock. Stockholders who otherwise were entitled to receive fractional shares of our common stock received cash (without interest) in lieu of any fractional shares. In connection with the Reverse Stock Split, there was no change in the par value per share of common stock of $0.001. As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split ratio were made to our outstanding warrants and our other convertible instruments and upon the exercise or vesting of all stock options such that every 10 shares of common stock that may be issued upon the exercise of our warrants and stock options and conversion of our other convertible instruments held immediately prior to the Reverse Stock Split represent one share of our common stock that may be issued upon exercise of such warrants and stock options and conversion of the other convertible instruments immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of our common stock attributable to our warrants and stock options and the conversion price of our other convertible instruments immediately prior to the Reverse Stock Split was proportionately increased by a multiple of 10 following the Reverse Stock Split.
Current report
Production
Current report
Production cost of sales decreased by $32,000, or 68%, to $15,000 for the three months ended September 30, 2025, as compared to $47,000 for the three months ended September 30, 2024. The decrease can be attributed to lower resources used as we look to close out some of our defunct operations.
Current report
Total other expense increased by $0.2 million, or 18%, to an expense of $1.1 million for the three months ended September 30, 2025, as compared to $0.9 million of expense for the three months ended September 30, 2024. The increase is primarily driven by an increase in interest expense as a result of the convertible debentures offset by a reduction interest expense due to the pay down of the line of credit.
Current report
Net loss attributable to non-controlling interests for the three months ended September 30, 2025 was $0.5 million compared to $0.5 million for the three months ended September 30, 2024, which resulted from the spin out of PodcastOne from our Company with PodcastOne becoming a standalone publicly trading company (the "Spin-Out").
Current report
Revenue increased $3.0 million, or 25%, during the three months ended September 30, 2025, primarily due to increased advertising and new partners signed up to revenue contracts.
Current report
Operating loss decreased by $0.1 million, or 2%, to $2.8 million for the three months ended September 30, 2025, as compared to $2.9 million for the three months ended September 30, 2024, largely due to a decrease in employee costs.
Current report
Six Months Ended September 30, 2025, as compared to Six Months Ended September 30, 2024
Current report
Revenue
Current report
Membership Revenue
Current report
Advertising revenue increased $4.9 million, or 19%, to $30.3 million for the six months ended September 30, 2025, as compared to $25.4 million for the six months ended September 30, 2024, which is primarily attributable to growth in our advertising revenue of $2.8 million and barter revenue which increased $2.0 million quarter-over-quarter.
Current report
Merchandising revenue decreased $0.7 million, or 34%, to $1.3 million for the six months ended September 30, 2025, as compared to $2.0 million the six months ended September 30, 2024, which is due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Current report
Cost of Sales
Current report
Membership
Current report
Membership cost of sales decreased by $20.1 million, or 82%, to $4.5 million for the six months ended September 30, 2025, as compared to $24.6 million for the six months ended September 30, 2024. The decrease was in line with the lower membership revenues noted above.
Current report
Advertising
Current report
Production
Current report
Other Operating Expenses
Current report
Sales and Marketing Expenses
Current report
Sales and Marketing expenses decreased by $0.8 million, or 27%, to $2.1 million for the six months ended September 30, 2025, as compared to $2.9 million for the six months ended September 30, 2024, primarily driven by employee costs.
Current report
Product Development
Current report
Product development expenses decreased by $0.8 million, or 38%, to $1.4 million for the six months ended September 30, 2025, as compared to $2.2 million for the six months ended September 30, 2024, which was driven by an increase in employee costs.
Current report
General and Administrative
Current report
Amortization of Intangible Assets
Current report
Total Other Income (Expense)
Current report
Business Segment Results
Current report
Six Months Ended September 30, 2025, as compared to Six Months Ended September 30, 2024
Current report
Audio Group - PodcastOne Operations
Current report
Adjusted EBITDA* increased by $2.4 million, or 335%, to $1.7 million for the six months ended September 30, 2025, as compared to $(0.7) million for the six months ended September 30, 2024. This was largely due to an increase in revenue and expenses.
Current report
Audio Group - Slacker Operations
Current report
Revenue decreased $31.8 million, or 83%, during the six months ended September 30, 2025, primarily due to a change in terms with our largest OEM customer.
Current report
Media Group Operations
Current report
Revenue decreased $0.7 million, or 35%, to $1.4 million during the six months ended September 30, 2025, as compared to $1.4 million for the six months September 30, 2024, primarily due to decrease in merchandising revenue due to a reduction in demand from both retail partners and our direct to consumer business.
Current report
Operating loss decreased by $1.8 million, or 48%, to $1.9 million for the six months ended September 30, 2025 from $3.6 million for the six months ended September 30, 2024, primarily as a result of the $1.8 million decrease in cost of sales as the company reduced spending on some lines of their business.
Current report
Adjusted EBITDA* loss decreased by $0.5 million, or 34%, to $(1.0) million for the six months ended September 30, 2025, as compared to a $(1.5) million loss for the six months September 30, 2024. This was largely due to the decrease in revenue compared to the prior year.
Current report
Corporate expense
Current report
Operating Loss
Current report
Operating loss decreased by $0.3 million, or 6%, to $5.0 million for the six months ended September 30, 2025, as compared to $5.3 million for the six months ended September 30, 2024, largely due to a decrease in employee costs.
Removed paragraphs (5)
Previous report
Advertising Revenue
Previous report
Merchandising
Previous report
Production and Ticketing
Previous report
Merchandising
Previous report
Operating Income (Loss)
Reworded paragraphs (48)
Previous wording
As used herein,“LiveOne,”* the*“Company,”* “we,” “our” or*“us”* and similar terms include LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. The following discussion and analysis of our business and results of operations for the three months ended June 30, 2025, and our financial conditions at that date, should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this*“Quarterly Report”).
Current wording
As used herein,“LiveOne,”* the*“Company,”* “we,” “our” or*“us”* and similar terms include LiveOne, Inc. and its subsidiaries, unless the context indicates otherwise. The following discussion and analysis of our business and results of operations for the three and six months ended September 30, 2025, and our financial conditions at that date, should be read in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this*“Quarterly Report”).
Previous wording
Certain statements contained in this Quarterly Report that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified. These forward-looking statements relate to expectations or forecasts for future events, including without limitation our earnings, revenues, expenses or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “would,” “could,” “should,” “will likely result,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative or other variations thereof or comparable terminology. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this Quarterly Report and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including: our reliance on our largest OEM customer for a substantial percentage of our revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of our pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such proposed event would not be satisfied within the expected timeframe or at all or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, the timing of the consummation of such proposed event will not occur; our ability to continue as a going concern; our reliance on one key customer for a substantial percentage of our revenue; if and when required, our ability to obtain additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures; our ability to attract, maintain and increase the number of our users and paid members; our ability to identify, acquire, secure and develop content; our ability to successfully implement our growth strategy, our ability to acquire and integrate our acquired businesses, the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; uncertain and unfavorable outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations and/or our ability to pay any amoun…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Certain statements contained in this Quarterly Report that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, notwithstanding that such statements are not specifically identified. These forward-looking statements relate to expectations or forecasts for future events, including without limitation our earnings, revenues, expenses or other future financial or business performance or strategies, or the impact of legal or regulatory matters on our business, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “would,” “could,” “should,” “will likely result,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or the negative or other variations thereof or comparable terminology. These forward-looking statements are not guarantees of future performance and are based on information available to us as of the date of this Quarterly Report and on our current expectations, forecasts and assumptions, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including: our reliance on our largest OEM customer for a substantial percentage of our revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, including the proposed special dividend and spin-out of our pay-per-view business, the timing of the consummation of such proposed event, including the risks that a condition to consummation of such proposed event would not be satisfied within the expected timeframe or at all or that the consummation of any proposed financing, acquisition, spin-out, special dividend, distribution or transaction, the timing of the consummation of such proposed event will not occur; our ability to continue as a going concern; our reliance on one key customer for a substantial percentage of our revenue; if and when required, our ability to obtain additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures; our ability to attract, maintain and increase the number of our users and paid members; our ability to identify, acquire, secure and develop content; our ability to successfully implement our growth strategy, our ability to acquire and integrate our acquired businesses, the ability of the combined business to grow, including through acquisitions which we are able to successfully integrate, and the ability of our executive officers to manage growth profitably; uncertain and unfavorable outcome(s) of any legal proceedings pending or that may be instituted against us, our subsidiaries, or third parties to whom we owe indemnification obligations and/or our ability to pay any amoun…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
For the three months ended June 30, 2025 and 2024, we reported revenue of $19.2 million and $33.1 million, respectively. We have one customer that accounted for 9% and 53% of our revenue during the three months ended June 30, 2025 and 2024 The customer is an original equipment manufacturer (the “OEM”) whose in-car music dashboard contains LiveOne music streaming button/icon, which allows OEM customers to directly connect their subscription to LiveOne. In the three months ended June 30, 2025 and 2024, total revenue from the OEM was $1.7 million and $17.5 million, respectively.
Current wording
For the six months ended September 30, 2025 and 2024, we reported revenue of $38.0 million and $65.7 million, respectively. We have two customers that accounted for 45% and 73% of our revenue during the six months ended September 30, 2025 and 2024 The customer is an original equipment manufacturer (the “OEM”) whose in-car music dashboard contains LiveOne music streaming button/icon, which allows OEM customers to directly connect their subscription to LiveOne. In the six months ended September 30, 2025 and 2024, total revenue from the OEM was $3.1 million and $36.0 million, respectively. In addition we have an advertising partner customer which had revenue of $14.0 million and $12.0 million for the six months ended September 30, 2025 and 2024, respectively.
Previous wording
On July 16, 2025, in connection with the anticipated closing of the public offering discussed below, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million crypto asset treasury strategy.
Current wording
On July 16, 2025, in connection with the anticipated closing of the public offering discussed below, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy.
Previous wording
On July 17, 2025, we completed an underwritten public offering of shares of our common stock for aggregate gross proceeds to us of approximately $9.5 million (including the exercise of the underwriter’s option), after deducting an underwriting discount, but before other offering expenses. We expect to use the net proceeds from the public offering to fund the acquisition of cryptocurrencies, the development and implementation of our cryptocurrency treasury strategy and for working capital and general corporate purposes.
Current wording
On July 17, 2025, we completed an underwritten public offering of shares of our common stock for aggregate gross proceeds to us of approximately $9.5 million (including the exercise of the underwriter’s option), after deducting an underwriting discount, but before other offering expenses. We expect to use the net proceeds from the public offering to fund the acquisition of digital assets, the development and implementation of our digital currency treasury strategy and for working capital and general corporate purposes.
Previous wording
During our three months ended June 30, 2025 we derived 7% of our revenue from paid memberships and $79% from advertising and the remainder from merchandising and licensing.
Current wording
During our six months ended September 30, 2025 we derived 17% of our revenue from paid memberships and 80% from advertising and the remainder from merchandising and licensing.
Previous wording
For the quarter ended June 30, 2025 and 2024, all material amounts of our revenue were derived from customers located in the United States and moreover, our largest OEM customer accounted for 9% and 53% of our consolidated revenue, respectively. This significant concentration of revenue from one customer poses risks to our operating results, and any change in the means this customer utilizes our services beyond June 30, 2025 could cause our revenue to fluctuate significantly.
Current wording
For the six months ended September 30, 2025 and 2024, all material amounts of our revenue were derived from customers located in the United States and moreover, our largest OEM customer accounted for 8% and 55% of our consolidated revenue, respectively. This significant concentration of revenue from one customer poses risks to our operating results, and any change in the means this customer utilizes our services beyond September 30, 2025 could cause our revenue to fluctuate significantly.
Previous wording
Membership revenue decreased $15.5 million, or 82%, to $3.3 million for the three months ended June 30, 2025, as compared to $18.9 million for the three months ended June 30, 2024. The decrease was primarily a result of the change in terms with our largest OEM customer. Beginning on December 1, 2024, we began converting customers directly to our LiveOne music app as our largest OEM customer no longer subsidized our product.
Current wording
Membership revenue decreased $16.4 million, or 84%, to $3.1 million for the three months ended September 30, 2025, as compared to $19.5 million for the three months ended September 30, 2024. The decrease was primarily a result of the change in terms with our largest OEM customer. Beginning on December 1, 2024, we began converting customers directly to our LiveOne music app as our largest OEM customer no longer subsidized our product.
Previous wording
Advertising revenue increased $2.0 million, or 15%, to $15.1 million for the three months ended June 30, 2025, as compared to $13.1 million for the three months ended June 30, 2024, which is primarily attributable to growth in our barter revenue which increased $1.0 million quarter-over-quarter.
Current wording
Advertising revenue increased $2.9 million, or 23%, to $15.2 million for the three months ended September 30, 2025, as compared to $12.3 million for the three months ended September 30, 2024, which is primarily attributable to growth in our advertising revenue of $2.0 million as a result of new partnerships and barter revenue which increased $1.0 million quarter-over-quarter.
Previous wording
Merchandising revenue decreased $0.4 million, or 32%, to 0.8 million for the three months ended June 30, 2025, as compared to $1.2 million the three months ended June 30, 2024, which is due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Current wording
Merchandising revenue decreased $0.3 million, or 37%, to 0.5 million for the three months ended September 30, 2025, as compared to $0.8 million the three months ended September 30, 2024, which is due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Previous wording
Membership cost of sales decreased by $9.7 million, or 79%, to $2.5 million for the three months ended June 30, 2025, as compared to $12.2 million for the three months ended June 30, 2024. The decrease was in line with the lower membership revenues noted above.
Current wording
Membership cost of sales decreased by $10.3 million, or 83%, to $2.1 million for the three months ended September 30, 2025, as compared to $12.4 million for the three months ended September 30, 2024. The decrease was in line with the lower membership revenues noted above.
Previous wording
Advertising cost of sales increased by $1.8 million, or 16%, to $13.7 million for the three months ended June 30, 2025, as compared to $11.8 million for the three months ended June 30, 2024. The increase was primarily attributable to growth in our revenue share expense which is in line with increases in revenue noted above.
Current wording
Advertising cost of sales increased by $2.6 million, or 23%, to $14.0 million for the three months ended September 30, 2025, as compared to $11.4 million for the three months ended September 30, 2024. The increase was primarily attributable to growth in our revenue share expense which is in line with increases in revenue noted above.
Previous wording
Merchandising cost of sales decreased by $0.9 million, or 93%, to $0.1 million for the three months ended June 30, 2025, as compared to $1.0 million for the three months ended June 30, 2024 due to the Company purchasing a higher amount of merchandise in the prior year based on higher demand.
Current wording
Merchandising cost of sales decreased by $0.6 million, or 92%, to $0.1 million for the three months ended September 30, 2025, as compared to $0.7 million for the three months ended September 30, 2024 due to the Company purchasing a higher amount of merchandise in the prior year based on higher demand.
Previous wording
Sales and Marketing expenses decreased by $0.2 million, or 12%, to $1.3 million for the three months ended June 30, 2025, as compared to $1.4 million for the three months ended June 30, 2024, primarily driven by employee costs.
Current wording
Sales and Marketing expenses decreased by $0.6 million, or 42%, to $0.9 million for the three months ended September 30, 2025, as compared to $1.5 million for the three months ended September 30, 2024, primarily driven by employee costs.
Previous wording
Product development expenses increased by $0.1 million, or 13%, to $1.0 million for the three months ended June 30, 2025, as compared to $1.1 million for the three months ended June 30, 2024, which was driven by an increase in employee costs.
Current wording
Product development expenses decreased by $0.8 million, or 62%, to $0.4 million for the three months ended September 30, 2025, as compared to $1.2 million for the three months ended September 30, 2024, which was driven by an decrease in employee costs.
Previous wording
Amortization of intangible assets decreased by $0.4 million, or 76%, to $0.1 million for the three months ended June 30, 2025, as compared to $0.6 million for the three months ended June 30, 2024. The decrease can be attributed to a portion of the intangible assets reaching their full lives of amortization and impairments recorded in the fourth quarter of fiscal 2025.
Current wording
Amortization of intangible assets decreased by $0.4 million, or 73%, to $0.1 million for the three months ended September 30, 2025, as compared to $0.5 million for the three months ended September 30, 2024. The decrease can be attributed to a portion of the intangible assets reaching their full lives of amortization and impairments recorded in the fourth quarter of fiscal 2025.
Previous wording
Operating loss decreased by $0.7 million or 49%, for the three months ended June 30, 2025, as the increase in revenue was complimented by the decrease in operating expenses due to growing the business.
Current wording
Operating loss decreased by $0.9 million or 62%, for the three months ended September 30, 2025, as the increase in revenue was complimented by the decrease in operating expenses due to growing the business.
Previous wording
Adjusted EBITDA* increased by $0.9 million, or 284%, to $0.6 million for the three months ended June 30, 2025, as compared to $(0.3) million for the three months ended June 30, 2024. This was largely due to an increase in revenue and expenses.
Current wording
Adjusted EBITDA* increased by $1.5 million, or 369%, to $1.1 million for the three months ended September 30, 2025, as compared to $(0.4) million for the three months ended September 30, 2024. This was largely due to an increase in revenue and talent based expenses.
Previous wording
Revenue decreased $15.3 million, or 82%, during the three months ended June 30, 2025, primarily due to a change in terms with our largest OEM customer.
Current wording
Revenue decreased $16.5 million, or 84%, during the three months ended September 30, 2025, primarily due to a change in terms with our largest OEM customer.
Previous wording
Operating income decreased by $4.4 million, or 105%, for the three months ended June 30, 2025, driven by the decrease in revenue which was higher than the reduction in operating expenses.
Current wording
Operating income decreased by $4.9 million, or 105%, for the three months ended September 30, 2025, driven by the decrease in revenue which was higher than the reduction in operating expenses.
Previous wording
Adjusted EBITDA* decreased by $5.6 million, or 104%, to $(0.2) million for the three months ended June 30, 2025, as compared to $5.4 million for the three months ended June 30, 2024. This was largely due to lower revenue achieved for the three months ended June 30, 2025, which resulted in a lower Contribution Margin in the current period.
Current wording
Adjusted EBITDA* decreased by $6.2 million, or 107%, to $(0.4) million for the three months ended September 30, 2025, as compared to $5.8 million for the three months ended September 30, 2024. This was largely due to lower revenue achieved for the three months ended September 30, 2025, which resulted in a lower Contribution Margin in the current period.
Previous wording
Revenue decreased $0.4 million, or 32%, to $0.8 million during the three months ended June 30, 2025, as compared to $1.2 million for the three months June 30, 2024, primarily due to decrease in merchandising revenue due to a reduction in demand from both retail partners and our direct to consumer business.
Current wording
Revenue decreased $0.3 million, or 39%, to $0.5 million during the three months ended September 30, 2025, as compared to $0.9 million for the three months September 30, 2024, primarily due to decrease in merchandising revenue due to a reduction in demand from both retail partners and our direct to consumer business.
Previous wording
Operating loss decreased by $0.2 million, or 19%, to $1.0 million for the three months ended June 30, 2025 from $1.2 million for the three months ended June 30, 2024, as a result of an increase in Contribution Margin coupled with the decrease in expenses due to a decrease in general and administrative expenses.
Current wording
Operating loss decreased by $0.7 million, or 44%, to $0.9 million for the three months ended September 30, 2025 from $1.7 million for the three months ended September 30, 2024, as a result of a decrease in Contribution Margin.
Previous wording
Adjusted EBITDA* loss decreased by $0.1 million, or 14%, to a $(0.7) million loss for the three months ended June 30, 2025, as compared to a $(0.8) million loss for the three months June 30, 2024. This was largely due to the decrease in revenue compared to the prior year.
Current wording
Adjusted EBITDA* loss decreased by $0.6 million, or 69%, to a $(0.3) million loss for the three months ended September 30, 2025, as compared to a $(0.8) million loss for the three months September 30, 2024. This was largely due to the decrease in expenses compared to the prior year.
Previous wording
Corporate Adjusted EBITDA* loss increased $0.1 million, or 14%, to $(0.7) million for the three months ended June 30, 2025 as compared to $(0.6) million for the three months ended June 30, 2024. The decrease was largely due to the increase in costs noted above.
Current wording
Corporate Adjusted EBITDA* loss decreased $0.3 million, or 14%, to $(1.4) million for the three months ended September 30, 2025 as compared to $(1.7) million for the three months ended September 30, 2024. The decrease was largely due to the decrease in costs noted above.
Previous wording
Production cost of sales increased by $0.5 million, or 721%, to $0.6 million for the three months ended June 30, 2025, as compared to $0.1 million for the three months ended June 30, 2024. The increase can be attributed to additional resourced hired to close out some of the operations.
Current wording
Production cost of sales increased by $0.5 million, or 398%, to $0.6 million for the six months ended September 30, 2025, as compared to $0.1 million for the six months ended September 30, 2024. The increase can be attributed to additional resources hired to close out some of the operations.
Previous wording
General and administrative expenses decreased by $1.4 million, or 26%, to $4.1 million for the three months ended June 30, 2025, as compared to $5.5 million for the three months ended June 30, 2024, largely due to a decrease in depreciation of $0.9 million as a result of impairments to long lived assets in the fourth quarter of our fiscal year ended March 31, 2025 ("fiscal 2025").
Current wording
General and administrative expenses decreased by $2.0 million, or 17%, to $9.8 million for the six months ended September 30, 2025, as compared to $11.8 million for the six months ended September 30, 2024, largely due to a decrease in depreciation of $0.9 million as a result of impairments to long lived assets in the fourth quarter of our fiscal year ended March 31, 2025 ("fiscal 2025").
Previous wording
Impairment of intangible assets decreased $0.2 million to none for the three months ended June 30, 2025, as compared to $0.2 million for the three months ended June 30, 2024, which is attributed to the impairment of intangible assets of PodcastOne (see Note 4 – Goodwill and Intangible Assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report).
Current wording
Impairment of intangible assets decreased $0.2 million to none for the six months ended September 30, 2025, as compared to $0.2 million for the six months ended September 30, 2024, which is attributed to the impairment of intangible assets of PodcastOne (see Note 4 – Goodwill and Intangible Assets to our condensed consolidated financial statements included elsewhere in this Quarterly Report).
Previous wording
Total other expense decreased by $0.9 million, or 123%, to income of $0.2 million for the three months ended June 30, 2025, as compared to $0.7 million of expense for the three months ended June 30, 2024. The decrease is primarily driven by a reduction of interest expense due to the pay down of the line of credit.
Current wording
Total other expense decreased by $0.7 million, or 44%, to expense of $0.9 million for the six months ended September 30, 2025, as compared to $1.6 million of expense for the six months ended September 30, 2024. The decrease is primarily driven by an increase in interest expense attributed to the convertible debt offset by a reduction of interest expense due to the pay down of the line of credit.
Previous wording
Net loss attributable to non-controlling interests for the three months ended June 30, 2025 was $0.3 million compared to $0.4 million for the three months ended June 30, 2024, which resulted from the Spin-Out of PodcastOne.
Current wording
Net loss attributable to non-controlling interests for the six months ended September 30, 2025 was $0.7 million compared to $0.8 million for the six months ended September 30, 2024, which resulted from the Spin-Out of PodcastOne.
Previous wording
Revenue increased $1.8 million, or 14%, during the three months ended June 30, 2025, primarily due to increased advertising.
Current wording
Revenue increased $4.8 million, or 19%, during the six months ended September 30, 2025, primarily due to increased advertising.
Previous wording
Operating loss decreased by $0.2 million, or 10%, to $2.2 million for the three months ended June 30, 2025, as compared to $2.4 million for the three months ended June 30, 2024, largely due to a decrease in employee costs.
Current wording
Corporate Adjusted EBITDA* loss increased $0.3 million, or 10%, to $(2.9) million for the six months ended September 30, 2025 as compared to $(3.3) million for the six months ended September 30, 2024. The increase was largely due to the increase in costs noted above.
Previous wording
The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the three months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table sets forth the reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024 (in thousands):
Previous wording
As of June 30, 2025, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $11.9 million, which primarily are invested in cash in banking institutions in the U.S. The vast majority of our cash proceeds were received as a result of our operations, incurrence of debt, the issuance of convertible notes and public offerings of our common shares. As of June 30, 2025, we have a convertible note balance of $15.3 million, the Capchase Loan (as defined below) of $0.5 million and an SBA loan balance of $0.1 million.
Current wording
As of September 30, 2025, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $11.8 million, which primarily are invested in Bitcoin and cash in banking institutions in the U.S. The vast majority of our cash proceeds were received as a result of our operations, incurrence of debt, the issuance of convertible notes and public offerings of our common shares. On July 16, 2025, in connection with the closing of our public offering, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy. As of September 30, 2025, we have a convertible note balance of $15.2 million, the Capchase Loan (as defined below) of $0.5 million and an SBA loan balance of $0.1 million.
Previous wording
As reflected in our condensed consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and incurred a net loss of $3.6 million for the three months ended June 30, 2025, and cash used in operating activities of $3.0 million for the three months ended June 30, 2025 and had a working capital deficiency of $11.0 million as of June 30, 2025. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year from the date that the financial statements are issued. Our condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings.
Current wording
As reflected in our condensed consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and incurred a net loss of $9.6 million for the six months ended September 30, 2025, and cash used in operating activities of $6.3 million for the six months ended September 30, 2025 and had a working capital deficiency of $13.1 million as of September 30, 2025. These factors, among others, raise substantial doubt about our ability to continue as a going concern within one year from the date that the financial statements are issued. Our condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds through the sale of equity and/or debt securities via public and/or private offerings.
Previous wording
On July 16, 2025, in connection with the anticipated closing of the public offering discussed below, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million crypto asset treasury strategy.
Current wording
On July 16, 2025, in connection with the anticipated closing of the public offering discussed below, we announced our intent to launch our bitcoin yield treasury strategy, as part of our board of directors’ approval of our up to $500 million digital asset treasury strategy. During the three months ended September 30, 2025 we purchased $5.0 million of Bitcoin.
Previous wording
On July 17, 2025, we completed an underwritten public offering of shares of our common stock for aggregate gross proceeds to us of approximately $9.5 million (including the exercise of the underwriter’s option), after deducting an underwriting discount, but before other offering expenses. We expect to use the net proceeds from the public offering to fund the acquisition of cryptocurrencies, the development and implementation of our cryptocurrency treasury strategy and for working capital and general corporate purposes.
Current wording
On July 17, 2025, we completed an underwritten public offering of shares of our common stock for aggregate gross proceeds to us of approximately $9.5 million (including the exercise of the underwriter’s option), after deducting an underwriting discount, but before other offering expenses. We expect to use the net proceeds from the public offering to fund the acquisition of cryptocurrencies, the development and implementation of our digital assset treasury strategy and for working capital and general corporate purposes.
Previous wording
Our cash flows from operating activities are significantly affected by our cash-based investments in our operations, including acquiring live music events and festivals rights, our working capital, corporate infrastructure to support our ability to generate revenue and conduct operations through cost of services, product development, sales and marketing and general and administrative activities, and to further implement our crypto asset treasury strategy. Cash used in investing activities has historically been, and is expected to be, impacted significantly by our investments in business combinations, our platform, our infrastructure and equipment for our business offerings, and sale of our investments, and to further implement our crypto asset treasury strategy. We expect to make additional strategic acquisitions to further grow our business and continue to implement our crypto asset treasury strategy, which may require significant investments, capital raising and/or acquisition of additional debt in the near and long term. Over the next twelve to eighteen months, our net use of our working capital could be substantially higher or lower depending on the number and timing of new live festivals and paid users that we add to our businesses and capital resources needed to implement our crypto asset treasury strategy, including for the maximum announced amount.
Current wording
Our cash flows from operating activities are significantly affected by our cash-based investments in our operations, including acquiring live music events and festivals rights, our working capital, corporate infrastructure to support our ability to generate revenue and conduct operations through cost of services, product development, sales and marketing and general and administrative activities, and to further implement our digital asset treasury strategy. Cash used in investing activities has historically been, and is expected to be, impacted significantly by our investments in business combinations, our platform, our infrastructure and equipment for our business offerings, and sale of our investments, and to further implement our digital asset treasury strategy. We expect to make additional strategic acquisitions to further grow our business and continue to implement our digital asset treasury strategy, which may require significant investments, capital raising and/or acquisition of additional debt in the near and long term. Over the next twelve to eighteen months, our net use of our working capital could be substantially higher or lower depending on the number and timing of new live festivals and paid users that we add to our businesses and capital resources needed to implement our digital asset treasury strategy, including for the maximum announced amount.
Previous wording
In the future, we may utilize additional commercial financings, bonds, notes, debentures, lines of credit and term loans with a syndicate of commercial banks or other bank syndicates and/or issue equity securities (publicly or privately) for general corporate purposes, including acquisitions and investing in our intangible assets, music equipment, platform and technologies, and to further implement our crypto asset treasury strategy. We may also use our current cash and cash equivalents to repurchase some or all of our Debentures, and pay down our debt, in part or in full, subject to repayment limitation set forth in the applicable debt agreements. Management plans to fund our operations over the next twelve months through the combination of improved operating results, spending rationalization, and the ability to access sources of capital such as through the issuance of our equity and/or debt securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. We filed a new universal shelf Registration Statement on Form S-3 (the “Shelf S-3”) with the SEC on February 4, 2025, which was declared effective by the SEC on February 17, 2025. Under the Shelf S-3, we will have the ability to raise up to $150.0 million in cash from the sale of our equity, debt and/or other financial instruments. In May 2024, we entered into an at-the-market agreement with Roth Capital Partners, LLC ("Roth"), pursuant to which we may, while the Shelf S-3 continues to be effective, offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Roth acting as our sales agent. As of the filing of this Quarterly Report, we have not sold any shares under such at-the-market agreement.
Current wording
In the future, we may utilize additional commercial financings, bonds, notes, debentures, lines of credit and term loans with a syndicate of commercial banks or other bank syndicates and/or issue equity securities (publicly or privately) for general corporate purposes, including acquisitions and investing in our intangible assets, music equipment, platform and technologies, and to further implement our digital asset treasury strategy. We may also use our current cash and cash equivalents to repurchase some or all of our Debentures, and pay down our debt, in part or in full, subject to repayment limitation set forth in the applicable debt agreements. Management plans to fund our operations over the next twelve months through the combination of improved operating results, spending rationalization, and the ability to access sources of capital such as through the issuance of our equity and/or debt securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. We filed a new universal shelf Registration Statement on Form S-3 (the “Shelf S-3”) with the SEC on February 4, 2025, which was declared effective by the SEC on February 17, 2025. Under the Shelf S-3, we have the ability to raise up to $150.0 million in cash from the sale of our equity, debt and/or other financial instruments. In May 2024, we entered into an at-the-market agreement with Roth Capital Partners, LLC ("Roth"), pursuant to which we may, while the Shelf S-3 continues to be effective, offer and sell shares of our common stock having an aggregate offering price of up to $25 million from time to time through Roth acting as our sales agent. As of the filing of this Quarterly Report, we have not sold any shares under such at-the-market agreement.
Previous wording
The following table provides information regarding our cash flows for the three months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table provides information regarding our cash flows for the six months ended September 30, 2025 and 2024 (in thousands):
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Current report — wording carried from elsewhere
General and administrative expenses decreased by $0.6 million, or 9%, to $5.7 million for the three months ended September 30, 2025, as compared to $6.3 million for the three months ended September 30, 2024, largely due to a decrease in employee cost and depreciation as a result of impairments to long lived assets in the fourth quarter of our fiscal year ended March 31, 2025 ("fiscal 2025").
Current report — wording carried from elsewhere
The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results (in thousands):
Current report — wording carried from elsewhere
The following table sets forth the depreciation expense included in the above line items (in thousands):
Current report — wording carried from elsewhere
The following table sets forth the stock-based compensation expense included in the above line items (in thousands):
Current report — wording carried from elsewhere
The following table sets forth our results of operations, as a percentage of revenue, for the periods presented:
Current report — wording carried from elsewhere
Revenue was as follows (in thousands):
Current report — wording carried from elsewhere
Membership revenue decreased $31.9 million, or 83%, to $6.4 million for the six months ended September 30, 2025, as compared to $38.3 million for the six months ended September 30, 2024. The decrease was primarily a result of the change in terms with our largest OEM customer. Beginning on December 1, 2024, we began converting customers directly to our LiveOne music app as our largest OEM customer no longer subsidized our product.
Current report — wording carried from elsewhere
Cost of sales was as follows (in thousands):
Current report — wording carried from elsewhere
Advertising cost of sales increased by $4.6 million, or 20%, to $27.8 million for the six months ended September 30, 2025, as compared to $23.2 million for the six months ended September 30, 2024. The increase was primarily attributable to growth in our revenue share expense which is in line with increases in revenue noted above.
Current report — wording carried from elsewhere
Merchandising cost of sales decreased by $1.6 million, or 93%, to $0.1 million for the six months ended September 30, 2025, as compared to $1.7 million for the six months ended September 30, 2024 due to the Company purchasing a higher amount of merchandise in the prior year based on higher demand.
Current report — wording carried from elsewhere
Other operating expenses were as follows (in thousands):
Current report — wording carried from elsewhere
Amortization of intangible assets decreased by $0.8 million, or 74%, to $0.3 million for the six months ended September 30, 2025, as compared to $1.1 million for the six months ended September 30, 2024. The decrease can be attributed to a portion of the intangible assets reaching their full lives of amortization and impairments recorded in the fourth quarter of fiscal 2025.
Current report — wording carried from elsewhere
Total other income (expense) was as follows (in thousands):
Current report — wording carried from elsewhere
Net Income (Loss) Attributable to Non-Controlling Interests
Current report — wording carried from elsewhere
Our Audio Group Operations, which include our PodcastOne operating results were, and discussions of significant variances are, as follows (in thousands):
Current report — wording carried from elsewhere
Operating loss decreased by $1.4 million or 53%, for the six months ended September 30, 2025, as the increase in revenue was complimented by the decrease in operating expenses due to growing the business.
Current report — wording carried from elsewhere
Our Audio Group Operations, which include our Slacker operating results were, and discussions of significant variances are, as follows (in thousands):
Current report — wording carried from elsewhere
Operating loss increased by $9.9 million, or 105%, for the six months ended September 30, 2025, driven by the decrease in revenue which was higher than the reduction in operating expenses.
Current report — wording carried from elsewhere
Adjusted EBITDA* decreased by $11.8 million, or 105%, to $(0.6) million for the six months ended September 30, 2025, as compared to $11.2 million for the six months ended September 30, 2024. This was largely due to lower revenue achieved for the six months ended September 30, 2025, which resulted in a lower Contribution Margin in the current period.
Current report — wording carried from elsewhere
Our Media Group Operations which consist of all of our other operating subsidiaries outside of PodcastOne and Slacker operating results were, and discussions of significant variances are, as follows (in thousands):
Current report — wording carried from elsewhere
Our Corporate operating results and discussions of significant variances are, as follows (in thousands):
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In May 2025, we and PodcastOne entered into a Securities Purchase Agreement with certain institutional investors (the “Purchasers”), pursuant to which we sold to the Purchasers our Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $16,775,000 for an aggregate cash purchase price of $15,250,000.