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 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”).

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 nine months ended December 31, 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

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%.

Current wording

We have experienced significant growth in recent years driven by increased advertising activity. For the nine months ended December 31, 2025 and 2024, our revenue was $46.0 million and $38.0 million, respectively, representing year-over-year growth of 21%.

Previous 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.

Current wording

Revenue increased $3.2 million, or 25%, to $15.9 million for the three months ended December 31, 2025, as compared to $12.7 million for the three months ended December 31, 2024. The increase in revenue was primarily due to growth in direct ad revenue of $1.5 million and an increase in barter revenue of $0.9 million due to an increase in advertising demand as a result of increased partnership and podcast delivered.

Previous 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.

Current wording

Cost of sales increased $1.2 million, or 11%, to $13.2 million for the three months ended December 31, 2025, as compared to $12.0 million for the three months ended December 31, 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 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.

Current wording

Sales and Marketing expenses decreased by $45,000, or 5%, to $0.8 million for the three months ended December 31, 2025, as compared to $0.9 million for the three months ended December 31, 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 $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.

Current wording

Product development expenses remained constant at $9,000 for the three months ended December 31, 2025, as compared to $9,000 for the three months ended December 31, 2024, as no significant projects took place during both periods.

Previous wording

General and administrative expenses increased by $0.3 million, or 22%, to $1.8 million for the three months ended September 30, 2025, as compared to $1.5 million for the three months ended September 30, 2024, the increase is attributed to an increase in stock compensation cost.

Current wording

General and administrative expenses increased by $0.4 million, or 36%, to $1.7 million for the three months ended December 31, 2025, as compared to $1.3 million for the three months ended December 31, 2024, the increase is attributed to an increase in stock compensation cost.

Previous wording

Revenue increased $4.8 million, or 19%, to $30.2 million for the six months ended September 30, 2025, as compared to $25.3 million for the six months ended September 30, 2024. The increase in revenue was primarily due to growth in barter revenue of $2.0 million and an increase in advertising demand as a result of increased partnership and podcast delivered.

Current wording

Revenue increased $8.0 million, or 21%, to $46.0 million for the nine months ended December 31, 2025, as compared to $38.0 million for the nine months ended December 31, 2024. The increase in revenue was primarily due to growth in direct ad revenue of $3.4 million and barter revenue of $2.9 million due to an increase in advertising demand as a result of increased partnership and podcast delivered.

Previous wording

Cost of sales increased $4.2 million, or 19%, to $27.1 million for the six months ended September 30, 2025, as compared to $22.9 million for the six months ended September 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 $5.5 million, or 16%, to $40.3 million for the nine months ended December 31, 2025, as compared to $34.8 million for the nine months ended December 31, 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 decreased by $0.2 million, or 10%, to $1.6 million for the six months ended September 30, 2025, as compared to $1.7 million for the six months ended September 30, 2024. The decrease was primarily due to a decrease in advertising spending as the amount of marketing programs was increased.

Current wording

Sales and Marketing expenses decreased by $0.2 million, or 8%, to $2.4 million for the nine months ended December 31, 2025, as compared to $2.6 million for the nine months ended December 31, 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 $8,000, or 26%, to $23,000 for the six months ended September 30, 2025, as compared to $31,000 for the six months ended September 30, 2024, as no significant projects took place during both periods.

Current wording

Product development expenses decreased by $8,000, or 20%, to $32,000 for the nine months ended December 31, 2025, as compared to $40,000 for the nine months ended December 31, 2024, as no significant projects took place during both periods.

Previous 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.

Current wording

General and administrative expenses increased by $0.9 million, or 21%, to $5.0 million for the nine months ended December 31, 2025, as compared to $4.1 million for the nine months ended December 31, 2024, as we incurred additional cost for professional services and payroll in the current year.

Previous 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.

Current wording

Amortization of intangible assets decreased by $0.4 million, or 50%, to $0.4 million for the nine months ended December 31, 2025, as compared to $0.8 million during the nine months ended December 31, 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

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).

Current wording

Impairment of intangible assets decreased $0.2 million, or 100%, to none for the nine months ended December 31, 2025, as compared to $0.2 million for the nine months ended December 31, 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 and six months ended September 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 nine months ended December 31, 2025 (in thousands):

Previous 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.

Current wording

As of December 31, 2025, our principal sources of liquidity were our cash and cash equivalents in the amount of $3.4 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 December 31, 2025, we had a related party net payable balance of $1.6 million. Our parent is required to maintain a minimum cash balance as a result of debt covenants on its debt.

Previous wording

On May 19, 2025 (the “Closing Date”), 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 its Original Issue Discount Senior Secured Convertible Debentures (the “Initial Debentures”) in an aggregate principal amount of $16,775,000 for an aggregate cash purchase price of $15.25 million, and (ii) if certain conditions are satisfied as set forth in the SPA, including at least one of the Conditions (as defined below), we may sell at its option to the Purchasers our additional Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $11,000,000 on substantially the same terms as the Initial Debentures (the “Additional Debentures” and collectively with the Initial Debentures, the “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. LiveOne may sell to the Purchasers the Additional Debentures if within 15 months of the Closing Date either of the following conditions have been satisfied during such 15-month period (the “Conditions”): (x) the VWAP (as defined in the SPA) of the common stock has been equal to or greater than $4.20 per share (subject to certain customary adjustments such as stock splits, stock dividends and stock combinations) for 30 consecutive trading days, or (y) Free Cash Flow (as defined in the SPA) has been equal to or greater to $3,000,000 for three consecutive fiscal quarters, and has increased in each of the foregoing quarters from the immediately preceding fiscal quarter. The Initial Debentures mature on May 19, 2028 and accrue interest at 11.75% 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 may not submit a redemption notice for such a redemption prior to August 18, 2025. Commencing from November 18, 2025, May 18, 2026 and 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.

Current wording

On May 19, 2025 (the “Closing Date”), 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 its Original Issue Discount Senior Secured Convertible Debentures (the “Initial Debentures”) in an aggregate principal amount of $16,775,000 for an aggregate cash purchase price of $15.25 million, and (ii) if certain conditions are satisfied as set forth in the SPA, including at least one of the Conditions (as defined below), we may sell at its option to the Purchasers our additional Original Issue Discount Senior Secured Convertible Debentures in an aggregate principal amount of $11,000,000 on substantially the same terms as the Initial Debentures (the “Additional Debentures” and collectively with the Initial Debentures, the “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 $21.00 per share, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations. LiveOne may sell to the Purchasers the Additional Debentures if within 15 months of the Closing Date either of the following conditions have been satisfied during such 15-month period (the “Conditions”): (x) the VWAP (as defined in the SPA) of the common stock has been equal to or greater than $4.20 per share (subject to certain customary adjustments such as stock splits, stock dividends and stock combinations) for 30 consecutive trading days, or (y) Free Cash Flow (as defined in the SPA) has been equal to or greater to $3,000,000 for three consecutive fiscal quarters, and has increased in each of the foregoing quarters from the immediately preceding fiscal quarter. The Initial Debentures mature on May 19, 2028 and accrue interest at 11.75% 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 may not submit a redemption notice for such a redemption prior to August 18, 2025. Commencing from November 18, 2025, May 18, 2026 and 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.

Previous wording

On July 15, 2025, LiveOne entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which LiveOne will issue and sell to the Underwriter 13,608,334 shares (the “Shares”) of LiveOne’s common stock at an offering price of $0.75 per Share and which includes the grant to the Underwriter of an option for the issuance and sales of up to 1,775,000 additional Shares (the “Option”) to be sold by LiveOne (the “Offering”). The aggregate gross proceeds to the Company from the Offering will be approximately $9.5 million (including the exercise of the Underwriter’s Option), after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement the Company has also agreed to issue the Underwriter’s common stock purchase warrants (the “Underwriter’s Warrant”) to purchase up to 4% of the shares sold in the Offering at an exercise price of $0.9375. On July 16, 2025, the Underwriter exercised the Option. The Offering, including the Option, closed on July 17, 2025.

Current wording

On July 15, 2025, LiveOne entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which LiveOne will issue and sell to the Underwriter 13,608,334 shares (the “Shares”) of LiveOne’s common stock at an offering price of $0.75 per Share and which includes the grant to the Underwriter of an option for the issuance and sales of up to 177,500 additional Shares (the “Option”) to be sold by LiveOne (the “Offering”). The aggregate gross proceeds to the Company from the Offering will be approximately $9.5 million (including the exercise of the Underwriter’s Option), after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by the Company in connection with the Offering. Pursuant to the Underwriting Agreement the Company has also agreed to issue the Underwriter’s common stock purchase warrants (the “Underwriter’s Warrant”) to purchase up to 4% of the shares sold in the Offering at an exercise price of $0.9375. On July 16, 2025, the Underwriter exercised the Option. The Offering, including the Option, closed on July 17, 2025.

Previous 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.

Current wording

As of December 31, 2025, LiveOne’s total outstanding consolidated indebtedness was $15.0 million, net of fees and discounts, which consisted of LiveOne's Initial Debentures and the Capchase Loan. The Capchase Loan was repaid in full in February 2026.

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 $1.3 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.

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 $2.8 million as of December 31, 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 six months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table provides information regarding our cash flows for the nine months ended December 31, 2025 and 2024 (in thousands):

Previous 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.

Current wording

Net cash provided by our operating activities of $2.4 million for the nine months ended December 31, 2025 primarily resulted from our net loss during the period of $2.2 million, which included non-cash charges of $2.4 million largely comprised of depreciation and amortization and stock-based compensation. In addition, $2.2 million of the change for the nine months ended December 31, 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 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.

Current wording

Net cash used in our operating activities of $0.7 million for the nine months ended December 31, 2024 primarily resulted from our net loss during the period of $4.6 million, which included non-cash charges of $3.1 million largely comprised of depreciation and amortization, stock-based compensation and impairment of intangibles. In addition, $0.8 million of the change for the nine months ended December 31, 2024 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 investing activities of $0.1 million for the six months ended September 30, 2024 was for the purchase of fixed assets.

Current wording

Net cash used in investing activities of $22,000 for the nine months ended December 31, 2025 was for the purchase of fixed assets.

Previous 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.

Current wording

Net cash used in investing activities of $0.2 million for the nine months ended December 31, 2024 was for the purchase of fixed assets.

Previous wording

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

Current wording

No cash was used in or provided by financing activities for the nine months ended December 31, 2025.

Previous wording

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

Current wording

No cash was used in or provided by financing activities for the nine months ended December 31, 2024.