PodcastOne, Inc.

Previous wording

As used herein,“PodcastOne,”* the*“Company,”* “we,” “our” or*“us”* and similar terms include PodcastOne, 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,“PodcastOne,”* the*“Company,”* “we,” “our” or*“us”* and similar terms include PodcastOne, 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 ability to successfully implement our growth strategy, including relating to our technology platforms and applications; our ability to attract, maintain and increase the number of our listeners; management’s relationships with industry stakeholders; if and when required, our ability to obtain additional capital, including to fund our and/or LiveOne’s current debt obligations and to fund potential acquisitions and capital expenditures; our and/or LiveOne’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; our ability to continue as a going concern; our ability to identify, acquire, secure and develop content; our ability to recognize and timely implement future technologies in the music and live streaming space; our ability to capitalize on investments in developing our service offerings, including our ability to deliver and develop upon current and future technologies; significant product development expenses associated with our technology initiatives; our ability to timely and economically obtain necessary approval(s), releases and or licenses on a timely basis for the use of our content on an appliable platform; our ability to obtain and maintain international authorizations to operate o…

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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 ability to successfully implement our growth strategy, including relating to our technology platforms and applications; our ability to attract, maintain and increase the number of our listeners; management’s relationships with industry stakeholders; if and when required, our ability to obtain additional capital, including to fund our and/or LiveOne’s current debt obligations and to fund potential acquisitions and capital expenditures; our and/or LiveOne’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; our ability to continue as a going concern; our ability to identify, acquire, secure and develop content; our ability to recognize and timely implement future technologies in the music and live streaming space; our ability to capitalize on investments in developing our service offerings, including our ability to deliver and develop upon current and future technologies; significant product development expenses associated with our technology initiatives; our ability to timely and economically obtain necessary approval(s), releases and or licenses on a timely basis for the use of our content on an appliable platform; our ability to obtain and maintain international authorizations to operate o…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We have experienced significant growth in recent years driven by increased advertising activity. For the three months ended June 30, 2025 and 2024, our revenue was $15.0 million and $13.2 million, respectively, representing year-over-year growth of 14%.

Current wording

We have experienced significant growth in recent years driven by increased advertising activity. For the six months ended September 30, 2025 and 2024, our revenue was $30.2 million and $25.3 million, respectively, representing year-over-year growth of 19%.

Previous wording

Revenue increased $1.8 million, or 14%, to $15.0 million for the three months ended June 30, 2025, as compared to $13.2 million for the months ended June 30, 2024. The increase in revenue was primarily due to growth in barter revenue of $1.0 million and advertising inventory.

Current wording

Revenue increased $3.0 million, or 25%, to $15.2 million for the three months ended September 30, 2025, as compared to $12.2 million for the three months ended September 30, 2024. The increase in revenue was primarily due to growth in barter revenue of $1.0 million and an increase in advertising demand as a result of increased partnership and podcast delivered.

Previous wording

Cost of sales increased $1.8 million, or 16%, to $13.6 million for the three months ended June 30, 2025, as compared to $11.7 million for the months ended June 30, 2024. The increase was in line with our revenue growth as revenue share splits with our content creators remained consistent.

Current wording

Cost of sales increased $2.4 million, or 22%, to $13.5 million for the three months ended September 30, 2025, as compared to $11.1 million for the three months ended September 30, 2024. The increase was in line with our revenue growth as revenue share splits with our content creators remained consistent.

Previous wording

Sales and Marketing expenses increased by $0.1 million, or 4%, to $0.9 million for the three months ended June 30, 2025, as compared to $0.8 million for the three months ended June 30, 2024. The increase was primarily due to an increase in advertising spending as the amount of marketing programs was increased.

Current wording

Sales and Marketing expenses decreased by $0.2 million, or 23%, to $0.7 million for the three months ended September 30, 2025, as compared to $0.9 million for the three months ended September 30, 2024. The decrease was primarily due to a decrease in advertising spending as the amount of marketing programs was increased.

Previous wording

Product development expenses decreased by $6,000, or 33%, to $12,000 for the three months ended June 30, 2025, as compared to $18,000 for the three months ended June 30, 2024, as no significant projects took place during both periods.

Current wording

Product development expenses decreased by $2,000, or 15%, to $11,000 for the three months ended September 30, 2025, as compared to $13,000 for the three months ended September 30, 2024, as no significant projects took place during both periods.

Previous wording

Amortization of intangible assets decreased by $0.3 million, or 67%, to $0.1 million for the three months ended June 30, 2025, as compared to $0.4 million during the three months ended June 30, 2024. The decrease can be attributed to the decrease in content related amortization associated with the write-off of certain podcasts in Q4 of fiscal 2025.

Current wording

Amortization of intangible assets decreased by $0.2 million, or 62%, to $0.1 million for the three months ended September 30, 2025, as compared to $0.3 million during the three months ended September 30, 2024. The decrease can be attributed to the decrease in content related amortization associated with the write-off of certain podcasts in the fourth quarter of fiscal 2025.

Previous wording

General and administrative expenses increased by $0.1 million, or 6%, to $1.5 million for the three months ended June 30, 2025, as compared to $1.4 million for the three months ended June 30, 2024, as we incurred additional cost for professional services and payroll in the current year which was offset by a decrease in stock compensation expense.

Current wording

General and administrative expenses increased by $0.4 million, or 14%, to $3.3 million for the six months ended September 30, 2025, as compared to $2.9 million for the six months ended September 30, 2024, as we incurred additional cost for professional services and payroll in the current year.

Previous wording

Impairment of intangible assets decreased $0.2 million, or 100%, 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 cancellation of a show acquired previously acquired (see Note 4 – Goodwill and Intangible Assets).

Current wording

Impairment of intangible assets decreased $0.2 million, or 100%, 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 cancellation of a show acquired previously acquired (see Note 4 – Goodwill and Intangible Assets).

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 (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 (in thousands):

Previous wording

As of June 30, 2025, our principal sources of liquidity were our cash and cash equivalents in the amount of $1.9 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, completed private placement offering of our unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “Bridge Notes”), which were converted in full in September 2023, and intercompany loans from our parent, LiveOne. As of June 30, 2025, we had a related party payable balance of $0.1 million. Our parent is required to maintain a minimum cash balance as a result of debt covenants on its debt.

Current wording

As of September 30, 2025, our principal sources of liquidity were our cash and cash equivalents in the amount of $2.7 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, completed private placement offering of our unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “Bridge Notes”), which were converted in full in September 2023, and intercompany loans from our parent, LiveOne. As of September 30, 2025, we had a related party payable balance of $0.1 million. Our parent is required to maintain a minimum cash balance as a result of debt covenants on its debt.

Previous wording

As of June 30, 2025, LiveOne’s total outstanding consolidated indebtedness was $15.9 million, net of fees and discounts, which consisted of LiveOne's Initial Debentures and the Capchase Loan.

Current wording

As of September 30, 2025, LiveOne’s total outstanding consolidated indebtedness was $15.6 million, net of fees and discounts, which consisted of LiveOne's Initial Debentures and the Capchase Loan.

Previous wording

As reflected in our consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and had working capital of $1.2 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. In addition, our independent registered public accounting firm in their audit report to our financial statements for the fiscal year ended March 31, 2025 expressed substantial doubt about our ability to continue as a going concern. Our 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 consolidated financial statements included elsewhere in this Quarterly Report, we have a history of losses and had working capital of $1.3 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. In addition, our independent registered public accounting firm in their audit report to our financial statements for the fiscal year ended March 31, 2025 expressed substantial doubt about our ability to continue as a going concern. Our 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

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):

Previous wording

Net cash provided by our operating activities of $0.9 million for the three months ended June 30, 2025 primarily resulted from our net loss during the period of $1.1 million, which included non-cash charges of $1.7 million largely comprised of depreciation and amortization and stock-based compensation. In addition, $0.3 million of the change for the three months ended June 30, 2025 was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities and related party payables.

Current wording

Net cash provided by our operating activities of $1.8 million for the six months ended September 30, 2025 primarily resulted from our net loss during the period of $2.0 million, which included non-cash charges of $1.1 million largely comprised of depreciation and amortization and stock-based compensation. In addition, $2.7 million of the change for the six months ended September 30, 2025 was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities and related party payables.

Previous wording

Net cash used in our operating activities of $0.5 million for the three months ended June 30, 2024 primarily resulted from our net loss during the period of $1.4 million, which included non-cash charges of $1.1 million largely comprised of depreciation and amortization, stock-based compensation and impairment of intangibles. The remainder of our sources of cash used operating activities of $0.2 million for the three months ended June 30, 2024 was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities and related party payable.

Current wording

Net cash provided by our operating activities of $45,000 for the six months ended September 30, 2024 primarily resulted from our net loss during the period of $3.0 million, which included non-cash charges of $2.3 million largely comprised of depreciation and amortization, stock-based compensation and impairment of intangibles. The remainder of our sources of cash used operating activities of $0.8 million for the six months ended September 30, 2024 was from changes in our working capital, primarily from timing of accounts receivable, accounts payable and accrued liabilities and related party payable.

Previous wording

Net cash used in investing activities of $0.1 million for the three months ended June 30, 2025 was for the purchase of fixed assets.

Current wording

Net cash used in investing activities of $0.1 million for the six months ended September 30, 2025 was for the purchase of fixed assets.

Previous wording

Net cash used in investing activities of $74,000 for the three months ended June 30, 2024 was for the purchase of fixed assets.

Current wording

Net cash used in investing activities of $0.1 million for the six months ended September 30, 2024 was for the purchase of fixed assets.

Previous wording

No cash was used in or provided by financing activities for the three months ended June 30, 2025.

Current wording

No cash was used in or provided by financing activities for the six months ended September 30, 2025.

Previous wording

No cash was used in or provided by financing activities for the three months ended June 30, 2024.

Current wording

No cash was used in or provided by financing activities for the six months ended September 30, 2024.