LiveOne, Inc.
For the period ended Mar 31, 2026. Filed Jun 29, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jun 29, 2026
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-K
Period ended 2025-03-31; filed 2025-07-15.
0001437749-25-022739
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-03-31; filed 2026-06-29.
0001437749-26-021987
Item 7. 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 166 previous paragraphs and 161 current paragraphs.
95 unchanged; 46 reworded; 20 added; 23 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 18 previous and 18 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 (20)
Current report
Merlin License Agreement Extension
Current report
On March 3, 2026, we, Slacker and Music and Entertainment Rights Licensing Independent Network Limited (“Merlin”) entered into a Shares Issuance Agreement (the “Agreement”) pursuant to which we issued to Merlin 500,000 shares (the “Shares”) of our common stock at a deemed issued price of $7.50 per share, as payment of (i) any outstanding music royalty payments due by Slacker under the Digital Music Services Agreement, dated as of February 1, 2014, entered into between Merlin and Slacker, as last amended on March 3, 2026 (the “Amendment” and the Original DMSA, as amended, the “DMSA”), and (ii) any music royalty payments due by Slacker to Merlin during the Extended Term (as defined below), unless terminated earlier as provided therein. Pursuant to the Amendment, the term of the DMSA was extended through November 30, 2026, as such maybe further extended to November 30, 2027 (the “Extended Term”). Pursuant to the Amendment, Merlin’s sale proceeds of any Shares will be offset against any royalty payments or other fees due to Merlin under the DMSA, and among other things, upon any termination or expiration of the DMSA, Slacker will have the option to purchase any unsold Shares held by Merlin or to pay in immediately available funds any amount then outstanding under the DMSA (and in such event Merlin shall return for cancellation any unsold Shares). Merlin agreed not to sell the Shares in excess of more than 5% of the average daily trading volume for the common stock for the preceding 20 consecutive trading days (excluding from such average any index rebalancing days). In the event any fees remain payable to Merlin upon expiration of the Extended Term, Slacker will pay such remaining amounts to Merlin in immediately available funds.
Current report
Equity Offering
Current report
On July 15, 2025, we entered into an underwriting agreement with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which we agreed to issue and sell to the Underwriter 1,360,833 shares of our common stock at an offering price of $7.50 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 us (the “Offering”). The aggregate gross proceeds to our Company from the Offering would be approximately $9.5 million (including the exercise of the Option), after deducting an underwriting discount of 7% of the price to the public, but before deducting expenses payable by us in connection with the Offering. Pursuant to the underwriting agreement, we also agreed to issue the Underwriter’s common stock purchase warrants to purchase up to 4% of the securities sold in the Offering at an exercise price of $9.375. The Offering, including the Option, closed on July 17, 2025.
Current report
Series A Exchange
Current report
On July 15, 2025, we entered into letter agreements (collectively, the “Agreements”) with (i) Harvest Small Cap Partners Master, Ltd. (“HSCPM”), (ii) Harvest Small Cap Partners, L.P. (“HSCP” and together with HSCPM, the “Harvest Funds” or the “Selling Stockholders”), and (iii) Trinad Capital Master Fund Ltd., a fund controlled by Mr. Ellin, our Chief Executive Officer, Chairman, director and principal stockholder (“Trinad Capital” and collectively with the Harvest Funds, the “Holders”), the holders of our Series A Preferred Stock. Pursuant to the Agreements (i) the Harvest Funds exchanged $4,500,000 worth of its shares of Series A Preferred Stock into 3,000,000 shares of common stock, at a price of $15.00 per share, and Trinad Capital exchanged $2,250,000 worth of shares of its Series A Preferred Stock into 150,000 shares of common stock at the same price, and (ii) the Selling Stockholders and Trinad Capital received 300,000 and 150,000 three-year warrants respectively, to purchase common stock exercisable at a price of $0.10 per share.
Current report
Debentures Financing
Current report
In May 2025, we and PodcastOne, entered into a Securities Purchase Agreement with certain institutional investors pursuant to which we sold to them the Debentures in an aggregate principal amount of $16,775,000 for an aggregate cash purchase price of $15,250,000. The Debentures mature on May 19, 2028, accrue interest at 11.75% per year and are subject to certain redemption rights as discussed elsewhere in this Annual Report.
Current report
Total other expense, net increased by $3.2 million, or 130%, to $5.7 million for the year ended March 31, 2026, as compared to $2.5 million for the year ended March 31, 2025. The increase can be attributed to a $2.1 million increase as a result of the change in fair value of digital assets and a $0.4 million increase in interest expense as a result of our new convertible debentures.
Current report
Revenue increased $9.6 million, or 18%, during the year ended March 31, 2026, primarily due to an increase in advertising.
Current report
Adjusted EBITDA* increased by $6.8 million, or 1,358%, to $6.3 million for the year ended March 31, 2026, as compared to a loss of $0.5 million for the year ended March 31, 2025. This was largely due to an increase in our revenue and the increase of stock-based compensation when compared to the prior year.
Current report
Paid User Services consist of:
Current report
Digital Assets
Current report
The Company accounts for qualifying crypto assets in accordance with ASC 350-60, Intangibles, Goodwill and Other, Crypto Assets. The Company’s digital assets consist primarily of Bitcoin.
Current report
Digital assets are initially recognized at cost upon acquisition or receipt. Transaction costs incurred to acquire digital assets are expensed as incurred unless otherwise required by applicable accounting guidance. Digital assets are subsequently measured at fair value at each reporting date, with changes in fair value recognized in earnings within change in fair value of digital assets in the consolidated statements of operations and comprehensive loss.
Current report
Fair value is determined using quoted market prices in the Company’s principal market, when available. For Bitcoin, the Company determines fair value using observable conversion characteristics applicable to the underlying Bitcoin instrument and quoted market prices for the underlying Bitcoin token as of the measurement date. The Company’s treasury reporting tool supports custody tracking, wallet reconciliation, and conversion-rate documentation but is not the primary pricing source for fair value measurement.
Current report
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 fiscal year ended March 31, 2026 we purchased $5.0 million of Bitcoin.
Current report
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 used the net proceeds from the public offering to fund the acquisition of cryptocurrencies, the development and implementation of our digital asset treasury strategy and for working capital and general corporate purposes.
Current report
As of the date of this Annual Report, holders of 1,243,998 PC1 Warrants (other than our Company) exercised their warrants for cash at an exercise price of $3.00 per share resulting in proceeds to PodcastOne of approximately $3.73 million. We also exercised all of our 1.1 million PC1 Warrants.
Current report
Net cash provided financing activities for the year ended March 31, 2026 of $20.0 million was primarily due to proceeds of $15.2 million from issuance of the Initial Debentures, and proceeds of $9.4 from the issuance of shares of our common stock in the July 2025 public offering, offset by a payment of $3.0 million to repay in full our line of credit, $0.6 million for the purchase of our shares and/or shares of PodcastOne as part of our buyback program, repayment of our Capchase loan of $0.6 million and repayment of $0.5 million on our outstanding Debentures.
Removed paragraphs (23)
Previous report
In January 2025, our total paid and monthly active ad-supported users exceeded 860k. Our Direct-billed Premium subscribers have increased by 78% and overall direct-billed subscribers have increased by 130% since October 2024, when we announced a new conversion program with Tesla, our largest OEM customer.
Previous report
On January 15, 2025, PodcastOne entered into a three-year Enterprise Service and Advertising Agreement (the “Agreement”) with ART19 LLC (“ART19”), a subsidiary of Amazon.com, Inc. to move the existing network of PodcastOne programming to the ART19 hosting platform. The Agreement is expected to drive additional monetization opportunities across the PodcastOne’s vast library of popular podcasts. Pursuant to the Agreement, ART19 is required to pay the Company a minimum guarantee of $15.0 million plus over the term of the Agreement based on PodcastOne achieving certain minimum impressions amount, which guarantee is subject to adjustment as provided in the Agreement, including if PodcastOne achieves higher minimum impressions amounts. In addition, the Agreement provides for a revenue share split between the Company and ART19 based on gross sales revenue achieved by PodcastOne under the Agreement.
Previous report
Sponsorship and Licensing
Previous report
Sponsorship and licensing revenue decreased by $0.1 million, or 100%, from none for the year ended March 31, 2025 as compared to $0.1 million for the year ended March 31, 2024. The decrease was primarily driven by the decrease in events held by us during the fiscal year ended March 31, 2024, with no comparable event held during the year ended March 31, 2025.
Previous report
Ticket/Event
Previous report
Ticket/Event revenue decreased by $0.1 million, or 100%, to none for the year ended March 31, 2025, as compared to $0.1 million for the year ended March 31, 2024. The decrease was driven by the lack of in-person events during the current year.
Previous report
Total other expense, net decreased by $6.0 million, or 71%, to $2.5 million for the year ended March 31, 2025, as compared to $8.5 million for the year ended March 31, 2024. The decrease can be attributed to $4.5 million change in the fair value of derivatives in the prior year and a decrease in interest expense of $1.7 million due to the pay down of our debt.
Previous report
Revenue increased $8.8 million, or 20%, during the year ended March 31, 2025, primarily due to increased advertising.
Previous report
Adjusted EBITDA* decreased by $1.0 million, or 200%, to a loss of $(0.5) million for the year ended March 31, 2025, as compared to $0.5 million for the year ended March 31, 2024. This was largely due to an increase in our cost of sales to support sales.
Previous report
Memberships Services
Previous report
Membership Services consist of:
Previous report
Business Combinations
Previous report
We account for business combinations using the purchase method of accounting where the cost is allocated to the underlying net tangible and intangible assets acquired, based on their respective fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses and cash flows, weighted average cost of capital, discount rates, estimates of customer turnover rates and estimates of terminal values.
Previous report
Debt with Warrants
Previous report
In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as interest expense in the consolidated statements of operations. The offset to the contra-liability is recorded as either a liability or within equity in the Company’s consolidated balance sheets depending on the accounting treatment of the warrants. The Company determines the value of the warrants using an appropriate valuation method, including a Black-Scholes or Monte-Carlo Simulation. If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations. The debt is treated as conventional debt.
Previous report
Convertible Debt– Derivative Treatment**
Previous report
When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows: (a) one or more underlyings, typically the price of our common stock; (b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; (c) no initial net investment, which typically excludes the amount borrowed; and (d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity. The scope exception applies if the contract is both (a) indexed to its own stock; and (b) classified in stockholders’ equity in its balance sheet.
Previous report
If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the appropriate valuation model upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt.
Previous report
Debt Modifications and Extinguishments
Previous report
When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (TDR) under ASC Topic 470-60, which requires debt modifications to be evaluated if (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. If a TDR is determined not to have occurred, the Company evaluates the modification in accordance with ASC Topic 470-50-40, which requires modification to debt instruments to be evaluated to assess whether the modifications are considered “substantial modifications”. A substantial modification of terms is accounted for like an extinguishment.
Previous report
If there is a conversion feature within the debt instrument, the Company evaluates whether the conversion feature should be bifurcated under ASC 815 as a derivative. If the Company believes the embedded conversion feature has no fair value on the date of issuance (measurement date) and the embedded conversion feature has no beneficial conversion feature, the embedded conversion feature does not meet the criteria in ASC 470-50-40-10 or 470-20-25 and the issuance of the convertible debt is considered a modification, and not an extinguishment that would require the recognition of a gain or loss. If the Company determines the change in fair value of the derivative meets the criteria for substantial modification under ASC 470 it will treat the modification as extinguishment and recognize a loss from debt extinguishment.
Previous report
In August 2023, we entered into the Capchase Loan pursuant to which we borrowed $1.7 million to further develop and acquire certain podcasts acquired by PodcastOne and for general working capital. The Capchase Loan is subordinated to the ABL Credit Facility and bears an interest rate of 9%, which is included in the monthly amortization payments of approximately $73,100, with the final amortization payment due on February 4, 2026. (See Note 7 – Notes Payable).
Previous report
Net cash used in financing activities for the year ended March 31, 2024 of $4.3 million was primarily due to payment of $3.0 million on the PC1 Bridge Loan, $2.6 million for the purchase of treasury stock and $0.4 million of payment of our notes payable, offset by proceeds from the Capchase loan of $1.7 million.
Reworded paragraphs (46)
Previous wording
We make forward-looking statements in this Annual Report and the documents incorporated by reference herein within the meaning of the Securities Litigation Reform Act of 1995. 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,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this Annual 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 its revenue; our ability to consummate any proposed financing, acquisition, spin-out, special dividend, merger, distribution or 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, spin-out, 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 attract, maintain and increase the number of its users and paid members; our ability to identify, acquire, secure and develop content; our intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under our announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; our ability to maintain compliance with certain financial and other debt covenants; our ability to successfully implement our growth strategy, including relating to our technology platforms and applications; management’s relationships with industry stakeholders; our ability to repay our indebtedness when due; our ability to satisfy the conditions for closing on our announced additional convertible debentures financing; uncertain and unfavorable outcomes in legal proceedings and/or our ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of our subsidiaries; and other risks, uncertainties and factors and other risks, uncertainties and factors set forth in “Item 1A. Risk Factors” of this Annual Report. We do not u…
Excerpt shortened here; the source contains the full paragraph.
Current wording
We make forward-looking statements in this Annual Report and the documents incorporated by reference herein within the meaning of the Securities Litigation Reform Act of 1995. 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,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this Annual 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, merger, distribution or 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, spin-out, merger, special dividend, distribution or transaction will not occur or whether any such event will enhance stockholder value; our ability to continue as a going concern; our ability to attract, maintain and increase the number of our paid and ad-supported users; our ability to identify, acquire, secure and develop content; our ability to implement our announced digital asset treasury strategy and/or purchase digital assets from time to time pursuant to such strategy, including for the maximum announced amount, and other risks related to such strategy; our intent to repurchase shares of our and/or PodcastOne’s common stock from time to time under our announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; our ability to maintain compliance with certain financial and other debt covenants; us successfully implementing our growth strategy, including relating to our technology platforms and applications; management’s relationships with industry stakeholders; our ability to repay our indebtedness when due; our ability to satisfy the conditions for closing on our announced additional convertible debentures financing; uncertain and unfavorable outcomes in our legal proceedings and/or our ability to pay any amounts due in connection with any such legal proceedings; significant legal, commercial, regulatory a…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
We are a pioneer in the acquisition, distribution and monetization of live music, Internet radio, podcasting and music-related streaming and video content. Our principal operations and decision-making functions are located in North America. We manage and report our businesses as three operating segments. Our senior management regularly reviews our operating results, principally to make decisions about how we allocate our resources and to measure our segments and consolidated operating performance. In prior fiscal years we generated a majority of our revenue primarily through membership services from our streaming radio and music services and to a lesser extent, through advertising and licensing across our music platform. In May 2020, we launched a new pay-per-view (“PPV”) offering enabling new forms of artist revenue including digital tickets, tipping, digital meet and greets, merchandise sales and sponsorship. In July 2020, we entered the podcasting business with the acquisition of PodcastOne and in December 2020, we entered the merchandising business with the acquisition of CPS. Through the operations of our DayOne Music Publishing, Drumify and Splitmind subsidiaries, we operate our music publishing and artist and brand development businesses.
Current wording
We are a pioneer in the acquisition, distribution and monetization of live music, Internet radio, podcasting and music-related streaming and video content. Our principal operations and decision-making functions are located in North America. We manage and report our businesses as three operating segments. Our senior management regularly reviews our operating results, principally to make decisions about how we allocate our resources and to measure our segments and consolidated operating performance. In prior fiscal years we generated a majority of our revenue primarily through paid user services from our streaming radio and music services and to a lesser extent, through advertising and licensing across our music platform. In May 2020, we launched a new pay-per-view (“PPV”) offering enabling new forms of artist revenue including digital tickets, tipping, digital meet and greets, merchandise sales and sponsorship. In July 2020, we entered the podcasting business with the acquisition of PodcastOne and in December 2020, we entered the merchandising business with the acquisition of CPS. Through the operations of our DayOne Music Publishing, Drumify and Splitmind subsidiaries, we operate our music publishing and artist and brand development businesses.
Previous wording
For the fiscal years ended March 31, 2025 and 2024, we reported revenue of $114.4 million and $118.4 million, respectively. For the years ended March 31, 2025 and 2024, one customer accounted for 45% and 51% of our consolidated revenues, respectively.
Current wording
For the fiscal years ended March 31, 2026 and 2025, we reported revenue of $77.1 million and $114.4 million, respectively. For the years ended March 31, 2026 and 2025, one customer accounted for 7% and 45% of our consolidated revenues, respectively.
Previous wording
For our fiscal year ended March 31, 2025, we derived 50% of our revenue from paid memberships and the remainder from advertising, ticketing, sponsorship, merchandising and licensing. During fiscal year ended March 31, 2025, we (i) delivered live events digitally live streamed across our platform, (ii) increased our sponsorship revenue from online events when compared to prior fiscal years and (iii) had revenue from our PPV platform for an entire year, allowing us to charge customers directly to access and watch certain live events digitally on our music platform. As a result of these actions, our revenue for the fiscal year ended March 31, 2025 was comprised of 50% from paid members, 46% from advertising and 4% from merchandise.
Current wording
For our fiscal year ended March 31, 2026, we derived 16% of our revenue from paid users and the remainder from advertising, ticketing, sponsorship, merchandising and licensing. During fiscal year ended March 31, 2026, we (i) delivered live events digitally live streamed across our platform, (ii) increased our sponsorship revenue from online events when compared to prior fiscal years and (iii) had revenue from our PPV platform for an entire year, allowing us to charge customers directly to access and watch certain live events digitally on our music platform. As a result of these actions, our revenue for the fiscal year ended March 31, 2026 was comprised of 16% from paid users, 80% from advertising and 4% from merchandise.
Previous wording
We believe our operating results and performance are, and will continue to be, driven by various factors that affect the music industry. Our ability to attract, grow and retain users to our platform is highly sensitive to rapidly changing public music preferences and technology and is dependent on our ability to maintain the attractiveness of our platform, content and reputation to our customers. Beyond fiscal year 2025, the future revenue and operating growth across our music platform will rely heavily on our ability to grow our member base in a cost effective manner, continue to develop and deploy quality and innovative new music services, provide unique and attractive content to our customers, continue to grow the number of listeners on our platform and live music festivals we stream, grow and retain customers and secure sponsorships to facilitate future revenue growth from advertising and e-commerce across our platform.
Current wording
We believe our operating results and performance are, and will continue to be, driven by various factors that affect the music industry. Our ability to attract, grow and retain users to our platform is highly sensitive to rapidly changing public music preferences and technology and is dependent on our ability to maintain the attractiveness of our platform, content and reputation to our customers. Beyond fiscal year 2025, the future revenue and operating growth across our music platform will rely heavily on our ability to grow our user base in a cost effective manner, continue to develop and deploy quality and innovative new music services, provide unique and attractive content to our customers, continue to grow the number of listeners on our platform and live music festivals we stream, grow and retain customers and secure sponsorships to facilitate future revenue growth from advertising and e-commerce across our platform.
Previous wording
As our music platform continues to evolve, we believe there are opportunities to expand our services by adding more content in a greater variety of formats such as podcasts and video podcasts (“vodcasts”), extending our distribution to include pay television, OTT and social channels, deploying new services for our members, artist merchandise and live music event ticket sales, and licensing user data across our platform. Our acquisitions of PodcastOne, CPS, Drumify and Splitmind are reflective of our flywheel operating model. Conversely, the evolution of technology presents an inherent risk to our business. Today, we see large opportunities to expand our music services within North America and other parts of the world where we will need to make substantial investments to improve our current service offerings. As a result, and during the fiscal year ending March 31, 2025, we will continue to invest in product and engineering to further develop our future music apps and services, and we expect to continue making significant product development investments to our existing technology solutions over the next 12 to 24 months to address these opportunities.
Current wording
As our music platform continues to evolve, we believe there are opportunities to expand our services by adding more content in a greater variety of formats such as podcasts and video podcasts (“vodcasts”), extending our distribution to include pay television, OTT and social channels, deploying new services for our users, artist merchandise and live music event ticket sales, and licensing user data across our platform. Our acquisitions of PodcastOne, CPS, Drumify and Splitmind are reflective of our flywheel operating model. Conversely, the evolution of technology presents an inherent risk to our business. Today, we see large opportunities to expand our music services within North America and other parts of the world where we will need to make substantial investments to improve our current service offerings. As a result, and during the fiscal year ending March 31, 2025, we will continue to invest in product and engineering to further develop our future music apps and services, and we expect to continue making significant product development investments to our existing technology solutions over the next 12 to 24 months to address these opportunities.
Previous wording
Growth in our music services is also dependent upon our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app, the number of customers that use and pay for our services, the attractiveness of our music platform to sponsors and advertisers and our ability to negotiate favorable economic terms with music labels, publishers, artists and/or festival owners, and the number of consumers who use our services. Growth in our margins is heavily dependent on our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app and to otherwise grow our membership base in a cost-efficient manner, coupled with the managing the costs associated with implementing and operating our services, including the costs of licensing music with the music labels, producing, streaming and distributing video and audio content and sourcing and distributing personalized products and gifts. Our ability to attract and retain new and existing customers will be highly dependent on our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app and to implement and continually improve upon our technology and services on a timely basis and continually improve our network and operations as technology changes and as we experience increased network capacity constraints as we continue to grow.
Current wording
Growth in our music services is also dependent upon our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app, the number of customers that use and pay for our services, the attractiveness of our music platform to sponsors and advertisers and our ability to negotiate favorable economic terms with music labels, publishers, artists and/or festival owners, and the number of consumers who use our services. Growth in our margins is heavily dependent on our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app and to otherwise grow our user base in a cost-efficient manner, coupled with the managing the costs associated with implementing and operating our services, including the costs of licensing music with the music labels, producing, streaming and distributing video and audio content and sourcing and distributing personalized products and gifts. Our ability to attract and retain new and existing customers will be highly dependent on our ability to convert as many of the OEM drivers as possible to become direct subscribers of our LiveOne app and to implement and continually improve upon our technology and services on a timely basis and continually improve our network and operations as technology changes and as we experience increased network capacity constraints as we continue to grow.
Previous wording
For the years ended March 31, 2025 and 2024, all material amounts of our revenue were derived from customers located in the United States and moreover, one of our customers accounted for 45% and 51% 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 March 31, 2025 could cause our revenue to fluctuate significantly.
Current wording
For the years ended March 31, 2026 and 2025, all material amounts of our revenue were derived from customers located in the United States and moreover, one of our customers accounted for 7% and 45% 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 March 31, 2026 could cause our revenue to fluctuate significantly.
Previous wording
Membership revenue decreased by $9.2 million, or 14%, to $56.9 million for the year ended March 31, 2025, as compared to $66.2 million for the year ended March 31, 2024. The decrease was primarily as a result of a decrease in membership growth with our largest OEM customer due to our amended arrangement which was effective October 1, 2024.
Current wording
Paid user services revenue decreased by $45.0 million, or 79%, to $12.0 million for the year ended March 31, 2026, as compared to $56.9 million for the year ended March 31, 2025. The decrease was primarily as a result of a decrease in user growth with our largest OEM customer due to our amended arrangement which was effective October 1, 2024.
Previous wording
Advertising revenue increased by $8.6 million, or 20%, to $52.3 million during the year ended March 31, 2025, as compared to $43.7 million the year ended March 31, 2024, which is primarily due to growth in advertising at PodcastOne year-over-year.
Current wording
Advertising revenue increased by $9.3 million, or 18%, to $61.6 million during the year ended March 31, 2026, as compared to $52.3 million the year ended March 31, 2025, which is primarily due to growth in advertising at PodcastOne year-over-year as it experienced an increase in the number of impressions year-over-year. In addition, $3.0 million of the increase is attributed to an increase in our barter revenue at PodcastOne.
Previous wording
Merchandising revenue decreased by $3.1 million, or 37%, to $5.2 million for the year ended March 31, 2025, as compared to $8.3 million for the year ended March 31, 2024 due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Current wording
Merchandising revenue decreased by $1.6 million, or 31%, to $3.6 million for the year ended March 31, 2026, as compared to $5.2 million for the year ended March 31, 2025 due to a reduction in demand from both retail partners and our direct to consumer merchandising business.
Previous wording
Membership services cost of sales decreased by $10.0 million, or 24%, to $32.1 million for the year ended March 31, 2025, as compared to $42.1 million for the year ended March 31, 2024. The decrease was in line with the lower membership revenues noted above.
Current wording
Paid user services cost of sales decreased by $24.3 million, or 76%, to $7.8 million for the year ended March 31, 2026, as compared to $32.1 million for the year ended March 31, 2025. The decrease was in line with the lower user revenues noted above.
Previous wording
Advertising cost of sales increased by $10.2 million, or 27%, to $48.3 million for the year ended March 31, 2025, as compared to $38.1 million for the year ended March 31, 2024. The increase was primarily due to an increase in revenue share expense compared to the prior year period and is line with the increase in revenue for the period.
Current wording
Advertising cost of sales increased by $7.1 million, or 15%, to $55.4 million for the year ended March 31, 2026, as compared to $48.3 million for the year ended March 31, 2025. The increase was primarily due to an increase in revenue share expense compared to the prior year period and is line with the increase in revenue for the period.
Previous wording
Production cost of sales increased by $0.6 million, or 212%, to $0.3 million for the year ended March 31, 2025, as compared to a credit of $0.3 million for the year ended March 31, 2024. The increase was primarily due to us settling past amounts owed for vendors, therefore credits were recorded during the prior period.
Current wording
Production cost of sales increased by $1.3 million, or 391%, to $1.6 million for the year ended March 31, 2026, as compared to a credit of $0.3 million for the year ended March 31, 2025. The increase was primarily due to us settling past amounts owed for vendors, therefore credits were recorded during the prior period.
Previous wording
Merchandising cost of sales decreased by $2.0 million, or 30%, to $4.5 million for the year ended March 31, 2025, as compared to $6.5 million for the year ended March 31, 2024. The decrease was due to the corresponding decrease in revenue noted above along with less events taking place in the year ended March 31, 2025.
Current wording
Merchandising cost of sales decreased by $4.4 million, or 98%, to $0.1 million for the year ended March 31, 2026, as compared to $4.5 million for the year ended March 31, 2025. The decrease was due to the corresponding decrease in revenue noted above along with less events taking place in the year ended March 31, 2026.
Previous wording
Sales and marketing expenses decreased by $1.4 million, or 18%, to $6.4 million for the year ended March 31, 2025, as compared to $7.8 million for the year ended March 31, 2024. The decrease was largely due to lower salaries and wages and stock compensation of $0.9 million along with a decrease of $0.5 million in merchandising marketing spend due to a reduction in trade shows and other marketing spend.
Current wording
Sales and marketing expenses decreased by $2.4 million, or 37%, to $4.0 million for the year ended March 31, 2026, as compared to $6.4 million for the year ended March 31, 2025. The decrease was largely due to lower salaries and wages and stock compensation of $0.5 million along with a decrease of $1.9 million in merchandising marketing spend due to a reduction in trade shows and other marketing spend.
Previous wording
Product development expenses decreased by $0.2 million, or 4%, to $4.5 million for the year ended March 31, 2025, as compared to $4.7 million for the year ended March 31, 2024. The decrease was primarily due to headcount reductions in the year ended March 31, 2025.
Current wording
Product development expenses decreased by $2.1 million, or 46%, to $2.4 million for the year ended March 31, 2026, as compared to $4.5 million for the year ended March 31, 2025. The decrease was primarily due to headcount reductions in the year ended March 31, 2026.
Previous wording
General and administrative expenses increased by $0.4 million, or 2%, to $22.7 million for the year ended March 31, 2025, as compared to $22.3 million for the year ended March 31, 2024. The increase was largely due to an increase in share-based compensation of $0.8 million, offset by a decrease of professional services as a result of completing the Spin-Out of PodcastOne in September 2023.
Current wording
General and administrative expenses decreased by $2.1 million, or 9%, to $20.7 million for the year ended March 31, 2026, as compared to $22.7 million for the year ended March 31, 2025. The decrease was largely due to a decrease of professional services.
Previous wording
Amortization of intangible assets increased by $0.1 million, or 7%, to $1.9 million for the year ended March 31, 2025, as compared to $1.8 million for the year ended March 31, 2024. The increase was primarily due to the increase in intangibles capitalized at PodcastOne.
Current wording
Amortization of intangible assets decreased by $1.3 million, or 66%, to $0.7 million for the year ended March 31, 2026, as compared to $1.9 million for the year ended March 31, 2025. The decrease was primarily due to the decrease in intangibles capitalized at PodcastOne.
Previous wording
Impairment of intangible assets increased $11.5 million, to $11.5 million for the year ended March 31, 2025, as compared to $0.1 million for the year ended March 31, 2024, which is attributed to the impairments within our Media Group, PodcastOne and Slacker reporting units for the year ended March 31, 2025 and React Presents acquisition for the year ended March 31, 2024 (see Note 4 – Property and Equipment and Note 5 – Goodwill and Intangible Assets).
Current wording
Impairment of intangible assets decreased $11.7 million, to none for the year ended March 31, 2026, as compared to $11.7 million for the year ended March 31, 2025, which is attributed to the impairments within our Media Group, PodcastOne and Slacker reporting units for the year ended March 31, 2025 (see Note 4 – Property and Equipment and Note 5 – Goodwill and Intangible Assets).
Previous wording
Operating loss increased by $2.0 million or 46%, for the year ended March 31, 2025, as the increase in revenue was lower than the increase in our operating expenses due to growing our business.
Current wording
Operating loss decreased by $3.8 million or 59%, for the year ended March 31, 2026, as the increase in revenue was higher than the increase in our operating expenses due to the growth of our business.
Previous wording
Revenue decreased $9.2 million, or 14%, during the year ended March 31, 2025, primarily due to our decreased membership revenue as a result of the change in the terms of the agreement with our largest OEM customer.
Current wording
Revenue decreased $45.0 million, or 79%, during the year ended March 31, 2026, primarily due to our decreased paid user revenue as a result of the change in the terms of the agreement with our largest OEM customer.
Previous wording
Operating income decreased by $8.5 million, or 59%, for the year ended March 31, 2025, as the decrease in our revenue noted above was higher than the decrease in our operating expenses as the decrease in revenue resulted in our lower operating income in addition to impairments recorded against goodwill, intangibles and fixed assets as a result of the new terms with our largest OEM.
Current wording
Operating income decreased by $6.7 million, or 114%, for the year ended March 31, 2026, as the decrease in our revenue noted above was higher than the decrease in our operating expenses as the decrease in revenue resulted in our lower operating income.
Previous wording
Adjusted EBITDA* decreased by $1.9 million, or 9%, to $18.7 million for the year ended March 31, 2025, as compared to $20.6 million for the year ended March 31, 2024. This was largely due to the decrease in our revenue compared to the prior year.
Current wording
Adjusted EBITDA* decreased by $18.9 million, or 101%, to a loss of $0.2 million for the year ended March 31, 2026, as compared to $18.7 million for the year ended March 31, 2025. This was largely due to the decrease in our revenue compared to the prior year.
Previous wording
Revenue decreased $3.7 million, or 40%, to $5.5 million during the year ended March 31, 2025, as compared to $9.2 million for the year ended March 31, 2024, primarily due to a decrease in our merchandising revenue due to a reduction in demand from both our retail partners and our direct to consumer business.
Current wording
Revenue decreased $1.9 million, or 34%, to $3.6 million during the year ended March 31, 2026, as compared to $5.5 million for the year ended March 31, 2025, primarily due to a decrease in our merchandising revenue due to a reduction in demand from both our retail partners and our direct to consumer business.
Previous wording
Operating loss increased by $0.8 million, or 12%, to $7.1 million for the year ended March 31, 2025 from $6.3 million for the year ended March 31, 2024, as a result of a decrease in our contribution margin coupled with the increase in our expenses due to an increase in our general and administrative expenses.
Current wording
Operating loss decreased by $4.3 million, or 61%, to $2.7 million for the year ended March 31, 2026 from $7.1 million for the year ended March 31, 2025, as a result of an increase in our contribution margin coupled with the decrease in our expenses due to a decrease in our general and administrative expenses.
Previous wording
Adjusted EBITDA* loss decreased by $0.8 million, or 21%, to $3.1 million loss for the year ended March 31, 2025, as compared to a $3.9 million loss for the year ended March 31, 2024. This was largely due to the decrease in our revenue compared to the prior year offset by a decrease in our expenses.
Current wording
Adjusted EBITDA* loss decreased by $0.6 million, or 20%, to $2.5 million loss for the year ended March 31, 2026, as compared to a $3.1 million loss for the year ended March 31, 2025. This was largely due to the decrease in our revenue compared to the prior year offset by a decrease in our expenses.
Previous wording
Operating loss increased by $2.1 million, or 26%, to $10.4 million for the year ended March 31, 2025, as compared to $8.3 million for the year ended March 31, 2024, largely due to an increase in our legal and accounting costs.
Current wording
Operating loss decreased by $1.2 million, or 11%, to $9.3 million for the year ended March 31, 2026, as compared to $10.4 million for the year ended March 31, 2025, largely due to a decrease in our legal and accounting costs.
Previous wording
Corporate Adjusted EBITDA* loss increased $0.5 million, or 8%, to a $6.7 million loss for the year ended March 31, 2025 as compared to $6.2 million loss for the year ended March 31, 2024. The increase was largely due to the slight increase of our employee and employee-related expenses.
Current wording
Corporate Adjusted EBITDA* loss decreased $2.1 million, or 32%, to a $4.6 million loss for the year ended March 31, 2026 as compared to $6.7 million loss for the year ended March 31, 2025. The decrease was largely due to the decrease of our employee and employee-related expenses, and a decrease in our legal and accounting costs.
Previous wording
We account for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when we satisfy our obligation by transferring control of the goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We use the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and membership services are rendered as the amounts reflect the consideration we are entitled to and relate specifically to our efforts to satisfy our performance obligations. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount willnot be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved.
Current wording
We account for a contract with a customer when an approved contract exists, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and the collectability of substantially all of the consideration is probable. Revenue is recognized when we satisfy our obligation by transferring control of the goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. We use the expected value method to estimate the value of variable consideration on advertising and with original equipment manufacturer contracts to include in the transaction price and reflect changes to such estimates in periods in which they occur. Variable consideration for these services is allocated to and recognized over the related time period such advertising and user services are rendered as the amounts reflect the consideration we are entitled to and relate specifically to our efforts to satisfy our performance obligations. The amount of variable consideration included in revenue is limited to the extent that it is probable that the amount willnot be subject to significant reversal when the uncertainty associated with the variable consideration is subsequently resolved.
Previous wording
Membership services revenue substantially consist of monthly to annual recurring membership fees, which are primarily paid in advance by credit card or through direct billings arrangements. We defer the portion of monthly to annual recurring membership fees collected in advance and recognize them in the period earned. Membership revenue is recognized in the period of services rendered. Our membership revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are membership based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, we have concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. We recognize membership revenue straight-line through the membership period.
Current wording
Paid user services revenue substantially consist of monthly to annual recurring user fees, which are primarily paid in advance by credit card or through direct billings arrangements. We defer the portion of monthly to annual recurring user fees collected in advance and recognize them in the period earned. Paid user revenue is recognized in the period of services rendered. Our paid user revenue consists of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are user based where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. As a result, we have concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. We recognize paid user revenue straight-line through the user period.
Previous wording
Direct members, mobile service provider and mobile app services
Current wording
Direct users, mobile service provider and mobile app services
Previous wording
We generate revenue for membership services on both a direct basis and through memberships sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For memberships sold through the Mobile Providers, the member executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the member upon purchase of the membership. The Mobile Providers promote the Slacker app through their e-store, process payments for memberships, and retain a percentage of revenue as a fee. We report this revenue gross of the fee retained by the Mobile Providers, as the member is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the member. Membership revenues from monthly memberships sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. Our payment terms vary based on whether the membership is sold on a direct basis or through Mobile Providers. Memberships sold on a direct basis require payment before the services are delivered to the customer. The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days.
Current wording
We generate revenue for paid user services on both a direct basis and through memberships sold through certain third-party mobile service providers and mobile app services (collectively the “Mobile Providers”). For memberships sold through the Mobile Providers, the user executes an on-line agreement with Slacker outlining the terms and conditions between Slacker and the user upon purchase of the membership. The Mobile Providers promote the Slacker app through their e-store, process payments for memberships, and retain a percentage of revenue as a fee. We report this revenue gross of the fee retained by the Mobile Providers, as the user is Slacker’s customer in the contract and Slacker controls the service prior to the transfer to the user. Paid user revenues from monthly memberships sold directly through Mobile Providers are subject to such Mobile Providers’ refund or cancellation terms. Revenues from Mobile Providers are recognized net of any such adjustments for variable consideration, including refunds and other fees. Our payment terms vary based on whether the membership is sold on a direct basis or through Mobile Providers. Memberships sold on a direct basis require payment before the services are delivered to the customer. The payment terms for memberships sold through Mobile Providers vary, but are generally payable within 30 days.
Previous wording
We generate revenue for membership services through memberships sold through a third-party OEM. For memberships sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the membership. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have the Slacker application installed. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. Our payment terms with OEM are up to 30 days. The OEM does not charge the car owners a fee for the Slacker service.
Current wording
We generate revenue for paid user services through memberships sold through a third-party OEM. For memberships sold through the OEM, the OEM executes an agreement with Slacker outlining the terms and conditions between Slacker and the OEM upon purchase of the membership. The OEM installs the Slacker app in their equipment and provides the Slacker service to the OEM’s customers. The monthly fee charged to the OEM is based upon a fixed rate per vehicle, multiplied by the variable number of total vehicles which have the Slacker application installed. The number of customers, or the variable consideration, is reported by OEMs and resolved on a monthly basis. Our payment terms with OEM are up to 30 days. The OEM does not charge the car owners a fee for the Slacker service.
Previous wording
Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue on a monthly basis which represents our efforts to satisfy the performance obligation. We earn advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions.
Current wording
Advertising revenue primarily consist of revenues generated from the sale of audio, video, and display advertising space to third-party advertising exchanges. Revenues are recognized based on delivery of impressions over the contract period to the third-party exchanges, either when an ad is placed for listening or viewing by a visitor or when the visitor “clicks through” on the advertisement. The advertising exchange companies report the variable advertising revenue performed on a monthly basis which represents the Company’s efforts to satisfy the performance obligation. PodcastOne earns advertising revenues primarily for fees earned from advertisement placement purchased by the customer during the time the podcast is delivered to the viewing audience, under the terms and conditions as set forth in the applicable podcasting agreement calculated using impressions.
Previous wording
From time to time we enter into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized ratably over time based on the terms of the contract as delivery of impressions is performed on a consistent basis. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer. Services received are charged to expense in the same manner.
Current wording
From time to time we enter into barter transactions involving advertising provided in exchange for goods and services. Revenue from barter transactions is recognized ratably over time based on the terms of the contract as delivery of impressions is performed on a consistent basis. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this isnot reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer. Services received are charged to expense in the same manner.
Previous wording
As of March 31, 2025, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $4.1 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 operations, the issuance of convertible notes, public offerings of our common shares, SBA loan, line of credit and our Capchase loan. As of March 31, 2025, we have a senior secured line of credit of $3.0 million and a notes payables balance of $0.8 million, net of discounts.
Current wording
As of March 31, 2026, our principal sources of liquidity were our cash and cash equivalents, including restricted cash balances in the amount of $5.4 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. In July 16, 2025, in connection with the closing of our July 2025 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 March 31, 2026, we have purchased a total of approximately 43.15 Bitcoins at an aggregate purchase price of approximately $5.0 million for an average purchase price of approximately $115,875 per Bitcoin, inclusive of fees and expenses, which constitutes 100% of our treasury that was then invested in Bitcoin. As of the date of this Annua Report, we have not sold any of our Bitcoins, and we do not own any other forms of cryptocurrency. As of March 31, 2026, we have a convertible note balance of $14.6 million and an SBA loan balance of $0.1 million.
Previous wording
As reflected in our consolidated financial statements included elsewhere in this Annual Report, we have a history of losses and incurred a net loss of $20.4 million and had a working capital deficiency of $21.3 million as of March 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. 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 Annual Report, we have a history of losses and incurred a net loss of $20.5 million and had a working capital deficiency of $17.8 million as of March 31, 2026. 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 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
In July 2022, PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of its unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors (collectively, the “Purchasers”), for gross proceeds of $8,035,000 pursuant to the Subscription Agreements entered into with the Purchasers. In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares of PodcastOne’s common stock, par value $0.00001 per share (See Note 8 – PodcastOne Bridge Loan). As part of the PC1 Bridge Loan, we purchased $3,000,000 (excluding the OID) worth of PC1 Notes.
Current wording
In July 2022, PodcastOne completed a private placement offering (the “PC1 Bridge Loan”) of its unsecured convertible notes with an original issue discount of 10% (the “OID”) in the aggregate principal amount of $8.8 million (the “PC1 Notes”) to certain accredited investors and institutional investors, for gross proceeds of $8,035,000 pursuant to the Subscription Agreements entered into with the Purchasers. In connection with the sale of the PC1 Notes, the Purchasers received warrants (the “PC1 Warrants”) to purchase a number of shares of PodcastOne’s common stock exercisable at $3.00 per share. As part of the PC1 Bridge Loan, we purchased $3,000,000 (excluding the OID) worth of PC1 Notes.
Previous wording
On September 8 2023 and effective as of August 22, 2023, we entered into a new Business Loan Agreement (the “New Business Loan Agreement”) with the Senior Lender, to convert our then existing revolving credit facility with our current senior lender into an assets backed loan credit facility, which is continued to be collateralized by a first lien on all of the assets of our Company and our subsidiaries (the “ABL Credit Facility”). The New Business Loan Agreement provides us with borrowing capacity of up to the Borrowing Base (as defined in the Business Loan Agreement). On May 31, 2024, we extended the maturity date of the ABL Credit Facility to September 2, 2024. On January 28, 2025, we entered into a new Business Loan Agreement (the “2025 Business Loan Agreement”) with the Senior Lender to update certain terms of the ABL Credit Facility, including to reduce the principal amount outstanding under the Promissory Note to $3,750,000, reflecting our repayment of $3,250,000 of the principal amount of the Promissory Note as of such date, and to extend the maturity date of the Promissory Note to November 20, 2025.
Current wording
On September 8 2023, we entered into a Business Loan Agreement (the “2023 Business Loan Agreement”) with our then senior lender, to convert our then existing revolving credit facility into an assets backed loan credit facility, which is continued to be collateralized by a first lien on all of the assets of our Company and our subsidiaries (the “ABL Credit Facility”). The 2023 Business Loan Agreement provided us with borrowing capacity of up to the Borrowing Base (as defined in the 2023 Business Loan Agreement). On May 31, 2024, we extended the maturity date of the ABL Credit Facility to September 2, 2024. On January 28, 2025, we entered into a new Business Loan Agreement (the “2025 Business Loan Agreement”) with such lender to update certain terms of the ABL Credit Facility, including to reduce the principal amount outstanding under the Promissory Note to $3,750,000, reflected in our repayment of $3,250,000 of the principal amount of the Promissory Note as of such date, and to extend the maturity date of the Promissory Note to November 20, 2025.
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Previous report — wording carried elsewhere
On October 1, 2024, we announced an amended relationship with our largest OEM customer. Effective December 1, 2024, the OEM customer no longer subsidizes our products to some of its customers, however, we offer all OEM customer vehicles in North America the opportunity to convert to become direct subscribers of our LiveOne music app. The direct subscription to our LiveOne app allows such users for the first time to access their LiveOne music and LiveOne’s other service offerings directly across all of their devices. Our LiveOne music streaming button/icon, which allows users to directly connect their subscription to LiveOne, is expected to remain in the OEM customer’s music streaming services dashboard in perpetuity. The OEM customer will continue to pay us monthly for qualifying grandfathered vehicles for the term of the OEM license agreement.
Previous report — wording carried elsewhere
On January 28, 2025, we entered into the Business Loan Agreement with the Senior Lender to update certain terms of the ABL Credit Facility, including to reduce the principal amount outstanding under the Promissory Note to $3,750,000, reflecting our repayment of $3,250,000 of the principal amount of the Promissory Note as of such date, and to extend the maturity date of the Promissory Note to November 20, 2025. In connection with the issuance of the Debentures (as defined below), we paid off all obligations owing under, and terminated, the Business Loan Agreement and all related loan agreements.